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

                          E U R O P E

          Tuesday, November 21, 2023, Vol. 24, No. 233

                           Headlines



B E L A R U S

BELAGROPROMBANK JSC: S&P Raises LT ICR to 'CCC', Outlook Stable
BELARUSBANK: S&P Raises Foreign Currency LT ICR to 'CCC'


C Z E C H   R E P U B L I C

FEBIOFEST: In State of Bankruptcy, Founder Owed CZK4.5 Million


F R A N C E

CONSTELLIUM: S&P Upgrades ICR to 'BB-' on Strong Performance
INOVIE GROUP: S&P Downgrades Long-Term ICR to 'B-', Outlook Stable
PIXIUM VISION: Administrators Receive Takeover Offer for Assets


G E R M A N Y

ADAPA GMBH: Moody's Withdraws 'Caa2' Corporate Family Rating
HORNBACH BAUMARKT: S&P Alters Outlook to Neg., Affirms 'BB+' ICR
NEW VAC: Moody's Withdraws 'Caa1' CFR Following Debt Repayment
SIEMENS ENERGY: Posts EUR4.6BB Net Loss After Rescue Deal


I R E L A N D

ADAGIO V: Fitch Affirms 'Bsf' Rating on Cl. F Notes
ADAGIO VII: Fitch Affirms 'B-sf' Rating on F Notes, Outlook Stable
ADAGIO VIII: Fitch Alters Outlook on 'B-' Rated Cl. F Notes to Pos.
ARBOUR XII: S&P Assigns 'B- (sf)' Rating to Class F Notes
CLARIOS INTERNATIONAL: Fitch Affirms 'B' IDR, Alters Outlook to Pos

CUMULUS STATIC 2023-1: Fitch Assigns BB-(EXP)sf) Rating to E Notes
DILOSK RMBS NO. 5: S&P Affirms 'B-(sf)' Rating on Cl. F-Dfrd Notes
JUBILEE CLO 2014-XI: Moody's Affirms B2 Rating on Class F-R Notes
MONTMARTRE EURO 2020-2: Fitch's Outlook on F-R Notes Now Positive
PROVIDUS CLO II: Fitch Affirms 'Bsf' Rating on Class F Notes

SEGOVIA EUROPEAN 4-2017: S&P Affirms 'B- (sf)' Rating on F Notes


I T A L Y

IMMOBILIARE GRANDE: S&P Affirms BB Debt Ratings on Bond Refinancing


S P A I N

VALENCIA: S&P Alters Outlook to Positive, Affirms 'BB/B' ICRs


S W E D E N

SAMHALLSBYGGNADSBOLAGET: S&P Places 'CCC+' ICR on Watch Negative


T U R K E Y

MERSIN ULUSLARARASI: Fitch Assigns B Final Rating to Sr. Unsec Debt
TURK HAVA: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable


U N I T E D   K I N G D O M

ASTON MIDCO: S&P Downgrades ICR to 'CCC+', Outlook Stable
BENCHMARK: MHA Could Not Immediately Restart Trading at Alpamare
BRITISHVOLT: May Face Liquidation After Ex-Employees File Suit
BRYMOR GROUP: Owners Lays Off Half of Workers
CASTELL 2023-2: S&P Assigns BB+ (sf) Rating to Class X-Dfrd Notes

MORTIMER BTL 2023-1: Fitch Assigns 'B(EXP)sf' Rating to Cl. X Notes
NRI CIVILS: Goes Into Administration
TOWD POINT 2023: S&P Assigns B- (sf) Rating to Class F-Dfrd Notes
TULLOW OIL: S&P Cuts Sr. Sec. Notes to 'CC'; Outlook Negative

                           - - - - -


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B E L A R U S
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BELAGROPROMBANK JSC: S&P Raises LT ICR to 'CCC', Outlook Stable
---------------------------------------------------------------
S&P Global Ratings raised its foreign currency long-term rating on
Belagroprombank JSC to 'CCC' from 'CC'. At the same time, S&P
affirmed its 'C' foreign currency short-term rating and its 'CCC/C'
local currency long- and short-term ratings. S&P revised the
outlook to stable from negative.

The likelihood of Belagroprombank defaulting on foreign
currency-denominated obligations over the next 12 months has
reduced, in its view. S&P thinks the risk of an imposition of
capital control measures that would prevent Belagroprombank from
servicing its financial obligations has receded. Contrary to our
earlier expectation, the National Bank of the Republic of Belarus
(NBRB) has not imposed any capital control measures, including
restrictions on cross-border debt service flows, in the past 18
months. While the share of foreign currency deposits declined to
45% as of Oct. 1, 2023, from 55% as of Jan. 1, 2022, most of these
deposits are irrevocable, which protects Belagroprombank from the
risk of sudden outflows.

S&P expects Belagroprombank will remain current on its financial
obligations. Belagroprombank honored and is committed to continue
honoring its foreign currency-denominated financial obligations,
even though it was banned from the society for worldwide interbank
financial telecommunications (SWIFT) in March 2022. Belagroprombank
has no outstanding foreign currency-denominated debt, and the
issuance of new foreign currency-denominated debt is prohibited by
law. Belagroprombank's liquidity buffers are large enough to
mitigate potential deposit volatility over the next 12 months. The
bank's liquid assets, including cash, interbank placements, and the
securities portfolio, accounted for about Belarusian ruble (BYN)
5.5 billion or 30% of total assets as of Oct. 1, 2023.

Belagroprombank's financial performance benefited from timely
government support, but future support is doubtful. Ongoing funding
support from its sole shareholder Belarus improved
Belagroprombank's liquidity and led to a rise in customer deposits
of 13% in 2022. Furthermore, the capital injection of BYN640
million ($250 million) that the government provided in 2022
improved the bank's capitalization, with S&P's risk-adjusted
capital ratio rising by more than 100 basis points to 5.5% as of
Sept. 30, 2022, from 4.4% as of end-2021. In S&P's view,
Belagroprombank's business stability relies heavily on ongoing and
extraordinary government support. Although the Belarusian
government provided timely capital and liquidity support to the
bank in the past, it believes the continuance of this support is
doubtful because the government's contingent liabilities are high
and its fiscal flexibility is limited.

S&P said, "The stable outlook reflects our view that
Belagroprombank will continue honoring its financial obligations
over the next 12 months, absent any capital control measures or
liquidity stress.

"We could lower the ratings on Belagroprombank if the NBRB imposed
capital control restrictions or if we observed significant deposit
outflows that undermine the bank's ability to meet its financial
obligations. The imposition of new international sanctions could
also prompt us to reconsider our ratings."

A positive rating action on Belagroprombank would require a
substantial improvement in macroeconomic conditions and a lower
risk of an imposition of foreign exchange controls.


BELARUSBANK: S&P Raises Foreign Currency LT ICR to 'CCC'
--------------------------------------------------------
S&P Global Ratings raised its foreign currency long-term rating on
Belarusbank to 'CCC' from 'CC'. At the same time, S&P affirmed its
'C' foreign currency short-term rating and its 'CCC/C' local
currency long- and short-term ratings. S&P revised the outlook to
stable from negative.

The likelihood of Belarusbank defaulting on foreign
currency-denominated obligations over the next 12 months has
reduced, in our view. S&P thinks the risk of an imposition of
capital control measures that would prevent Belarusbank from
meeting its financial obligations has receded. Contrary to our
initial expectation, the National Bank of the Republic of Belarus
(NBRB) has not imposed any capital control measures, including
restrictions on cross-border debt service flows, in the past 18
months. While the share of foreign currency-denominated deposits
declined to 43% as of Oct. 1, 2023, from about 55% as of end-2021,
almost half of these deposits are irrevocable, which protects
Belarusbank from the risk of sudden outflows.

S&P said, "We expect Belarusbank will remain current on its
financial obligations. Belarusbank repaid most of its outstanding
foreign currency-denominated debt in the past 18 months. The
remaining foreign currency-denominated debt will mature in December
2024 and December 2028. We expect Belarusbank will remain current
on its foreign currency-denominated obligations over the next 12
months, absent any shocks. These shocks could materialize in the
form of an imposition of new sanctions or restrictions that would
constrain Belarusbank's access to the society for worldwide
interbank financial telecommunications (SWIFT). Our view is
supported by the bank's sufficient liquidity. Belarusbank's liquid
assets, including cash, interbank placements, and the securities
portfolio, accounted for about Belarusian ruble (BYN) 15 billion or
30% of total assets as of Oct. 1, 2023. The issuance of new foreign
exchange-denominated debt is prohibited by law."

Belarusbank's financial performance benefited from timely
government support, but future support is doubtful. Funding support
from its sole shareholder, the Ministry of Finance of the Republic
of Belarus, improved Belarusbank's liquidity and led to a rise in
customer deposits of 10% in 2022. Furthermore, the capital
injection of BYN1.8 billion ($700 million) that the government
provided in 2022 improved Belarusbank's capitalization. S&P said,
"Our risk-adjusted capital ratio increased to 6% at end-2022, from
4.4% at end-2021. In our view, Belarusbank's business stability
relies heavily on ongoing and extraordinary government support.
Although the Belarusian government provided timely capital and
liquidity support to the bank in the past, we believe the
continuance of this support is doubtful because the government's
contingent liabilities are high and its fiscal flexibility is
limited."

S&P said, "The stable outlook reflects our view that Belarusbank
will continue honoring its obligations over the next 12 months,
absent any capital control measures or liquidity stress.

"We could lower the ratings on Belarusbank if the NBRB imposed
capital control restrictions or if we observed significant deposit
outflows that undermine the bank's ability to meet its financial
obligations. The imposition of new international sanctions could
also prompt us to reconsider our ratings."

A positive rating action on Belarusbank would require a substantial
improvement in macroeconomic conditions and a lower risk of an
imposition of foreign exchange controls.




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C Z E C H   R E P U B L I C
===========================

FEBIOFEST: In State of Bankruptcy, Founder Owed CZK4.5 Million
--------------------------------------------------------------
Ian Willoughby at Czech Radio reports that the Febiofest film
festival, which took place annually in Prague and other Czech
cities and towns, is now in a state of bankruptcy.

The founder of the cinema showcase, Fero Fenic, filed bankruptcy
proceedings against the company which now owns it, saying he did
not receive payment after selling the festival and is owed CZK4.5
million, Czech Radio relates.

The festival, which was created in 1993, did not take place this
year, Czech Radio notes.

In 2013, Mr. Fenic sold the ownership rights to the Prague
International Film Festival.




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F R A N C E
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CONSTELLIUM: S&P Upgrades ICR to 'BB-' on Strong Performance
------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Constellium SE to 'BB-' from 'B+'.

The stable outlook reflects the favorable market conditions in the
coming 12 months that would allow Constellium to build headroom on
the rating.

Constellium's exposure to defensive industries, long-term
contracts, and more subtle economic slowdown resulted in peak
performance. The improved results in 2023 that underpinned S&P's
decision to revise the outlook to positive in March 2023 were more
than exceeded by the actual results. The company recently revised
its guidance for 2023 EBITDA to EUR700 million-EUR720 million
(compared with S&P's previous expectation of EUR625 million-EUR650
million).

The key driver of the excellent performance was the strong momentum
in aerospace (shipments were up 20% year on year) more than
offsetting inflationary pressures and weak demand in certain end
markets (including packaging where shipments are down although can
stock demand appears to stabilize following the last several
quarters of destocking).

S&P said, "In 2024, we expect the continued demand for can sheet,
the recovery of the automotive and aerospace industries, and higher
utilization rates of the company's facilities in the U.S. will
result in higher EBITDA of EUR700 million-EUR750 million. Moreover,
the company confirmed its objective to reach EBITDA of more than
EUR800 million in 2025.

"We assume Constellium will continue to show financial discipline.
The combination of higher profitability and sizable free cash flow
(EUR112 million in the first nine months of 2023) accelerated the
company's deleveraging journey. As of Sept. 30, 2023, the company's
net leverage was 2.5x (at the top of its planned 1.5x-2.5x range),
materially higher than 4x three years ago. With no appetite to
increase capital expenditure (capex) and no stated dividends
policy, the company's leverage is expected to further improve in
the coming quarters. In our view, a reduction in the gross debt and
record of S&P Global Ratings-adjusted debt to EBITDA below 3.0x
(equivalent to the company's debt to EBITDA of 1.5x) at the bottom
of the cycle may support rating upside."

The stable outlook reflects the favorable market conditions in the
coming 12 months that would allow Constellium to build headroom on
the rating.

S&P said, "Under our revised base-case scenario, we expect
Constellium to report S&P Global Ratings-adjusted EBITDA of about
EUR700 million in 2023 and EUR700 million-EUR750 million in 2024,
translating into adjusted debt to EBITDA of 3.0x-4.0x, which is
commensurate with our range for the 'BB-' rating.

"We see potential for a higher rating as limited in the next 12
months. Over time we could raise the rating on Constellium by one
notch if we believe the company is able to sustain adjusted debt to
EBITDA below 3.0x over the cycle. According to our calculations,
such a scenario could be supported by EBITDA of about EUR800
million and reported net debt of about EUR1.6 billion (compared
with about 1,750 million as of Sept. 30, 2023)."

Other conditions will include better visibility on the company's
dividend policy and its capital structure, given the bulky
maturities due 2026 and beyond.

S&P sees pressure on the rating as unlikely in the coming 12
months. S&P envisages possible pressure on the rating over time
if:

-- A harsh macroeconomic environment leads to much lower demand
and a spike in raw materials costs, resulting in EBITDA falling
toward EUR600 million without prospects of recovery; and

-- The company makes a major acquisition with limited contribution
to EBITDA.


INOVIE GROUP: S&P Downgrades Long-Term ICR to 'B-', Outlook Stable
------------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit and issue
ratings on French diagnostics lab Inovie Group and its senior
secured term loan B (TLB) to 'B-' from 'B'. The recovery rating on
the debt remains '3' (50%-70%; rounded estimate: 55%).

The stable outlook reflects S&P's view that Inovie Group should
stabilize its EBITDA margins at close to 28%-29%, driven by market
share gains as well as the successful integration of its latest
acquisitions, translating into cost synergies.

S&P said, "Inovie Group's credit metrics have weakened considerably
versus our previous expectations, with high inflation still
pressuring operating performance and debt remaining high, leading
us to expect much slower deleveraging than before.

"We forecast S&P Global Ratings-adjusted debt to EBITDA will peak
above 8.0x in both 2023 and 2024 before declining below 8.0x in
2025, while free operating cash flow (FOCF) should be very limited
this year, before rebounding to EUR40 million-EUR50 million after
lease payments.

"We anticipate that Inovie Group's EBITDA margins will be weaker
than we previously expected owing to a higher cost base stemming
from inflation and a relatively tougher regulatory framework.
Despite the expected temporary increase in leverage for 2023 due to
the COVID-19 testing windfall fading, the combined effects of
inflationary pressure and a new regulatory framework for the next
three years are pressuring margins. As a result, we expect
relatively limited topline growth, depending on the company's
ability to gain market share. Profitability improvements will be
tied to Inovie Group's continued streamlining of its cost base.
Since COVID-19-related polymerase chain reaction (PCR) tests are no
longer being reimbursed by the French state, as we anticipated in
2023, we have seen volumes drop about 92% as of August 2023. In
turn, we forecast a very limited contribution from PCR testing in
2023 and 2024 after a windfall over the past three years, as we
previously expected. Inflationary pressures are also much stronger
than anticipated, especially on 2023 overheads. In our view,
cost-cutting measures will enable the company to maintain EBITDA
margins of about 28%-29% in 2023 and 2024 versus the 34% and close
to 32% respectively in our previous forecast.

"In addition, we anticipate the company's inability to integrate
its latest acquisition will continue to weigh on margins in 2023
and 2024.We anticipate that the integration of 2022 acquisitions
(Biofutur and Bioclinic) has lagged our previous expectations. This
has led to weaker operating performance, with no synergies realized
throughout 2023, due notably to regulatory hurdles in Ile de France
(Paris suburbs) and Paris. Therefore, we expect the decline in
margins for 2023 and 2024 to be more abrupt than originally
anticipated. Inovie Group started a cost-cutting plan in 2023 to
reduce its full-time-equivalent (FTE) workforce after COVID-19
testing significantly dropped versus 2022. This is adding to
pressures on the cost base in the short term. As of August 2023,
personnel costs stood at about EUR277 million, compared to EUR319
million in 2022, but accounted for 45% of total sales compared to
38% last year. We anticipate that the company might take additional
cost-cutting measures to optimize its FTE workforce during 2024 and
cope with the expected lower volume of testing versus 2022.

"We anticipate that Inovie's deleveraging path in 2024 and 2025
will be slower than we previously communicated in June
2022.Despite, the expected temporary increase in leverage for 2023
due to the COVID-19 windfall fading, the combined effect of
inflationary pressures and a new regulatory framework for the next
three years is pressuring margins. As a result, we expect
relatively limited topline growth, depending on the company's
ability to gain market share and continue streamlining its cost
base. We now forecast S&P Global Ratings-adjusted debt to EBITDA of
8.6x this year, well above our previous base case. We then forecast
it will remain above 8x in 2024 and decrease below 8x in 2025,
which is not commensurate with a 'B' rating.

"We anticipate EBITDA interest coverage and FOCF to debt will
weaken materially versus our June 2022 base case. We expect EBITDA
interest coverage to decrease to 1.8x in 2023, versus 3.6x in 2022,
owing to a higher interest burden. Interest paid has surged to
EUR144 million in 2023 from EUR105 million in 2022, while
profitability is also lower than previously expected. We anticipate
EBITDA interest coverage will remain at this level despite an
expected rebound in absolute EBITDA. This is given that absolute
cash interest should also increase, translating into close to
EUR150 million to be paid in 2024. We anticipate FOCF will remain
positive at about EUR40 million-EUR50 million in 2023 due to an
assumed reduction in total capital expenditure (capex) to EUR20
million versus EUR40 million last year. These weaker interest
coverage ratios, higher leverage, and a relatively tight FOCF to
debt now point toward a 'B-' rating.

"We still view Inovie Group's liquidity as adequate for the next 12
months. In our view, sources exceed uses more than 1.2x because the
group has EUR86.7 million in cash, about EUR72 million of funds
from operations (FFO), and about EUR112 million available under its
revolving credit facility (RCF). We believe that it can effectively
handle its intra-year working capital requirements, capex, possible
acquisitions, and interest payments over the next year. In our
view, the lack of significant debt maturities until the TLB matures
in 2025 is also positive. Even though the RCF is drawn more than
40%, we anticipate the group will maintain sufficient room to meet
its covenant test requirements.

"The stable outlook reflects our expectations that Inovie Group can
increase both its topline and EBITDA thanks to market share gains,
leading to higher volumes. We expect some synergies from past
acquisitions to support profitability in the next 12-18 months.

"In turn, we forecast S&P Global Ratings-adjusted EBITDA of least
EUR255 million in 2023 and above this level in 2024, such that
financial leverage will temporarily peak above 8.0x in 2023 and in
2024 before declining again by year-end 2025. We also expect thin
but positive FOCF after lease payments in the next 12-18 months,
increasing thereafter.

"We could lower our ratings on Inovie Group in the next 12 months
if it cannot successfully integrate recent acquisitions, which will
result in hampered profitability, or if we see operating
performance lag our base case." This could result in:

-- The entity's capital structure becoming unsustainable in the
long term due to an inability to post profitable growth in line
with S&P's expectations.

-- Liquidity weakening materially and leading to a liquidity
crisis.

A positive rating action would require both the group's ability and
willingness to display strong FOCF and leverage sustainably below
7.0x. This will come via material improvements in profitability,
notably its EBITDA base.


PIXIUM VISION: Administrators Receive Takeover Offer for Assets
---------------------------------------------------------------
Pixium Vision SA (Euronext Growth Paris - FR001400JX97; Mnemo:
ALPIX), a bioelectronics company developing innovative vision
systems to enable patients who have lost their sight to live more
independent lives, whose safeguard proceedings (procedure de
sauvegarde) were converted into receivership (redressement
judiciaire) by decision of the Paris Commercial Court on November
13, 2023, on Nov. 20 disclosed that the court-appointed
administrators have received a takeover offer for the assets and
activities of Pixium.

The date for the hearing to examine the takeover offer will be set
by the Commercial Court by the end of November.

The Company draws investors' attention to the fact that, given the
current offer and the Company's level of indebtedness, the sale
proceeds received in the context of the Company's insolvency
proceedings do not allow a total or partial reimbursement of
shareholders.

                      About Pixium Vision

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




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G E R M A N Y
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ADAPA GMBH: Moody's Withdraws 'Caa2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of flexible
plastic packaging company adapa GmbH (adapa), including its Caa2
long-term corporate family rating and its Caa2-PD probability of
default rating. Concurrently, Moody's has withdrawn the B3 rating
on the EUR168 million guaranteed senior secured term loan due 2026
co-borrowed by adapa GmbH and adapa Holding GesmbH, and the Caa3
rating on the EUR147 million backed senior secured term loan due
2027 borrowed by adapa GmbH. The outlook prior to the withdrawal
was positive.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.

COMPANY PROFILE

adapa GmbH is the German parent company of an Austrian-based
manufacturer of flexible packaging products. The company
predominantly serves customers from the food (for example,
confectionery, protein and cheese), tobacco, toiletries and pharma
industries. In 2022, adapa generated revenue of approximately
EUR742 million. Following the completion of a financial debt
restructuring in 2022, adapa is majority owned by private equity
firm Apollo Global Management, Inc.

HORNBACH BAUMARKT: S&P Alters Outlook to Neg., Affirms 'BB+' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Hornbach Baumarkt AG
(Hornbach) to negative from stable and affirmed the 'BB+' issuer
credit rating.

S&P said, "We could lower the rating if we no longer believe that
Hornbach can achieve a swift recovery in EBITDA margins and manage
its cash flows in line with our forecast, resulting in our adjusted
credit metrics staying elevated for longer, such that either FFO to
debt falls persistently close to 25% or debt to EBITDA stays above
3x in the next 18-24 months.

"We expect our adjusted EBITDA margins to contract to 7.2% in
fiscal 2024 from 8% in 2023 after the company guided to lower
annual earnings following weaker-than-expected half-year results.
Hornbach has reported its half-year results, which showed a
meaningful reduction in company-adjusted EBIT of 20.2%
year-over-year driven by a 0.6% contraction in revenue, with both
variable and fixed costs rising on the back of continued inflation
in its key markets. In September, the group revised its
company-adjusted EBIT guidance for the year, guiding to a decline
of 10%-25%, compared with a decline of 5%-15% previously.
First-half fiscal results typically account for around 55% of the
group's revenue and more than 90% of adjusted EBIT. We anticipate
second-half fiscal 2024 will continue to be hit by low consumer
sentiment across Europe and be in line with last year's results,
which already showed a meaningful contraction in profitability,
leading to lower expected revenue and a contraction in S&P Global
Ratings-adjusted EBITDA margins by 80 basis points to 7.2% in
fiscal 2024 from 8.0% in fiscal 2023."

Profitability and EBITDA margins recovery should gain pace in
fiscal 2025 and return to the 2023 level by 2026, on the back of
improved consumer sentiment and cost management. In its second
quarter results call, Hornbach indicated a stabilization of its
gross profit margins. S&P said, "We note that some input and
freight costs reduced recently, and we anticipate a gradual
recovery in consumer sentiment in 2024 and 2025. The company's
labor and retail space productivity gains from recently implemented
initiatives, tight control over headcount, as well as lower energy
prices will support profitability. We expect, however, that wage
increases could offset some of those cost benefits, paving a
gradual path to recovery in EBITDA margins to 7.5% in fiscal 2025
and 8.1% in fiscal 2026 as Hornbach continues to leverage its
topline growth."

S&P said, "We understand that cash preservation is at the forefront
of the management priorities and expect the group will offset the
temporary weakness in margins by actively managing its working
capital and temporarily cutting capital expenditure (capex).
Although we expect S&P Global Ratings-adjusted EBITDA to contract
by EUR60 million in 2024, along with a slight interest expense
increase of EUR9 million, the normalization in inventories and
stable supplier payment terms will be the key driver to keep
operating cash flows close to the levels seen in 2023. We believe
Hornbach also has the ability to temporarily decrease its growth
capex. We assume that the group can cut capex spending to around 3%
of sales, in line with the historical average, and stay below the
EUR203 million spent in 2023. As a result, we forecast reported
free operating cash flow (FOCF) after leases of around EUR80
million in fiscal 2024, showing a modest decline from the EUR89
million in 2023, and gradually rising to close to EUR100 million by
2026, leading to a reduction in our adjusted debt over the next
12-24 months."

A recovery of Hornbach's credit metrics to the level commensurate
with the 'BB+' rating relies on effective cash preservation and
cost management, and an improving macroeconomic environment. Both
an improvement in profitability as well as an active management of
working capital and capex will be required to bring S&P Global
Ratings-adjusted metrics back to the 30% FFO to debt and below 3x
debt to EBITDA for the 'BB+' rating in the next 12-24 months. That
said, although Hornbach is well positioned to recover its
temporarily reduced gross profit margins, the management of its
fixed cost base and ability to increase prices without hurting
sales volumes depends on a meaningful improvement in consumer
sentiment. Especially Germany, Hornbach's home market, which
accounted for 52% of net sales and 40% of reported segment EBITDA
in fiscal 2023 still displayed depressed consumer sentiment and
discretionary spending levels as of October 2023. That said, S&P
expects that real wage growth will materialize in 2024 with an
improvement in consumer sentiment that will likely support demand
in Hornbach's markets and strengthen profitability.

Largely unencumbered store ownership in the wider group supports
Hornbach's credit quality. In fiscal 2023, Hornbach reported about
EUR523 million in lease liabilities payable to the Hornbach group.
This reflects leased stores that are held with Hornbach Holding and
are mainly in unencumbered ownership. The book value of Hornbach
Baumarkt AG's and Hornbach Holding's freehold real estate was
EUR947 million and EUR372 million, respectively, at the end of
fiscal 2023, supporting S&P's perception of the group's financial
flexibility and credit quality.

S&P said, "We think that Hornbach is unlikely to build substantial
headroom under the rating over our forecast horizon of 2024-2026
and is exposed to further risks. While we forecast positive sales
growth in each of fiscal 2025 and fiscal 2026, and S&P Global
Ratings-adjusted EBITDA margins recovery to 7.5% in fiscal 2025 and
8.1% in fiscal 2026, this is still below the pre-pandemic level of
8.9% in fiscal 2020. In addition, our cashflow forecast and
associated reduction in adjusted debt are highly dependent on
Hornbach's working capital management and flexibility in its
capital spending, which in absence of improvements could derail
credit metrics."

In absence of Hornbach's sizable reverse factoring program,
leverage could have already been around 3.2x in fiscal 2023,
exacerbating operational challenges. Hornbach's working capital
funding needs have significantly increased in fiscal 2023, driven
by the EUR152 million inventories build-up accompanied by the drop
in inventory turnover rate to 3.2x from 3.9x on average in the
previous three years. However, the EUR250 million use of the
reverse factoring program allowed the group to post slightly
positive total working capital changes for the year and preserve
our adjusted debt metrics in our expected range. While inventory
levels have improved in the first half of fiscal 2024, we expect
that the company will again resort to funding seasonal second half
inventory build-up with its reverse factoring program to keep
payment terms stable. S&P does not adjust Hornbach's debt and
operating cash flows for reverse factoring because trade days
payables to suppliers including the program stay well below 90
days.

Financial policy constrains the group's ability to meaningfully
reduce S&P Global Ratings-adjusted debt. Hornbach Holding's
dividends paid have increased to EUR40.6 million in fiscal 2024
from EUR29.1 million in fiscal 2021. Hornbach's dividend policy
aims to at least pay stable dividends, with the ambition to
increase the payout ratio over time to 30% of previous year net
income, from 24.4% in fiscal 2023. S&P notes that dividends burden
the cash flow profile and impact the group's ability to reduce S&P
Global Ratings-adjusted debt meaningfully. Moreover, if the group
were to increase its current 92.15% stake in Hornbach Baumarkt AG
by purchasing shares held by the minority shareholders, the choice
of funding could affect our credit metrics.

Outlook

S&P said, "The negative outlook indicates that we could lower the
rating if we no longer believe that Hornbach can achieve a swift
recovery in EBITDA margins and manage its cashflow in line with our
forecast, resulting in our adjusted credit metrics staying elevated
for longer, such that either FFO to debt remains close to 25% or
debt to EBITDA stays above 3x in the next 18-24 months.

"We calculate the S&P Global Ratings-adjusted financial metrics
based on the consolidated financials of the parent Hornbach
Holding."

Downside scenario

S&P could downgrade Hornbach over the next 12-24 months if its
earnings were to fall short of its base-case expectation due to
intensifying pressure in the competitive home improvement market,
resulting in persistently weaker cash generation and the following
S&P Global Ratings-adjusted credit ratios:

-- Negative reported FOCF after all lease-related payments; or

-- S&P Global Ratings-adjusted FFO to debt remaining close to 25%;
or

-- S&P Global Ratings-adjusted debt to EBITDA above 3x.

S&P could also take a negative rating action if it saw a change in
the group's strategy, funding, or financial policy, leading it to
reassess Hornbach's role in the group.

Upside scenario

S&P could revise the outlook to stable if the company maintains
leverage below 3.0x and it sees a clear path for FFO to debt
improving toward 30%, on the back of expanding profitability and
consistent cash generation.

Environmental, Social, And Governance

S&P currently does not anticipate accelerated risk from ESG
reflected by our neutral assessment of Hornbach.

S&P notes that Hornbach lacks the transparency of other listed
peers, as it does not publish an annual sustainability report. In
fiscal 2023 the issuer published an ESG statbook in addition to
nonfinancial disclosures in Hornbach Holding's annual report. As of
October 2023 the group has not outlined quantifiable ESG targets.

Governance factors are a neutral consideration. Hornbach's parent
Hornbach Holding is listed on the Frankfurt Stock Exchange with
62.5% free float and 36.5% private ownership (Hornbach Familien
Treuhand GmbH).

Social factors are a neutral consideration. Retail is a
labor-intensive industry, and the political and societal focus on
paying a living wage have increased. In retail, labor costs are one
of the largest expenses and employers have been raising wages and
benefits to attract and retain workers. Hornbach employs 25,118
people in Europe, of which 54.7% are in Germany. The group states
that 74.5% of all employees are covered by collective bargain
agreements. The continuous high inflation in the eurozone could
lead to a stronger wage increase at the next round of negotiation,
which--in Germany--were still ongoing in October 2023. The
potential increase in wages is reflected in our guidance that S&P
Global Ratings-adjusted EBITDA margins will decline in 2024 to 7.2%
and only recover to 7.6% in 2025.


NEW VAC: Moody's Withdraws 'Caa1' CFR Following Debt Repayment
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of New VAC
Intermediate Holdings BV (VAC or the company), including the Caa1
long-term corporate family rating, Caa1-PD probability of default
rating, and the Caa1 ratings of the backed senior secured revolving
credit facility (RCF) due 2024 and the backed senior secured
first-lien term loan B due 2025 borrowed by VAC Germany Holding
GmbH, a Germany domiciled wholly owned subsidiary of VAC. At the
time of withdrawal the outlook on both entities was positive.

RATINGS RATIONALE

Moody's has withdrawn the ratings because the term loan debt for
VAC Germany Holding GmbH, a direct subsidiary of VAC, previously
rated by Moody's has been fully repaid. This follows the
acquisition of the operating companies of VAC by ARA Partners from
Apollo Global Management, Inc. In connection with the transaction
closing, VAC has fully repaid the existing backed senior secured
bank credit facilities, including the $213 million outstanding of
backed senior secured first-lien term loan B due 2025 borrowed by
VAC Germany Holding GmbH.

CORPORATE PROFILE

Headquartered in Hanau, Germany, VAC focuses on special magnetic
materials and components, and serves key global markets, including
industrial automation, automotive systems, electric vehicles and
related infrastructure and renewable energy. The company operates
manufacturing facilities in the Americas, Europe and Asia. In the
12 months that ended June 2023, VAC generated revenue of around
EUR549 million and company-adjusted EBITDA of around EUR97 million.

SIEMENS ENERGY: Posts EUR4.6BB Net Loss After Rescue Deal
---------------------------------------------------------
Sam Jones at The Financial Times reports that Siemens Energy, the
German clean energy company, reported a full-year net loss of
EUR4.6 billion on Nov. 15, hours after agreeing a government-led
rescue plan.

According to the FT, the group said it was restructuring its wind
turbine business, Siemens Gamesa, after confirming steep losses
which it described as an "unexpected, serious setback".  The
company had issued a profit warning in June, the FT recounts.

Siemens Energy said it did not expect its wind business to return
to profitability until 2026, weighing heavily on group earnings
even as its other divisions were expected to continue growing
strongly, the FT relates.

Overall, the company expects to return to profitability next year.
Shares in the DAX-listed company, which was spun out of Siemens in
2020, have slid more than 40% so far this year, the FT states.
Siemens still holds a 25% stake.

Problems at Siemens Gamesa have been "ringfenced", the company
added.  The division has been plagued with technical problems in
some of its core products and hit hard by inflation, which has
eroded its margins thanks to locked-in sale prices, the FT
discloses.

The German government confirmed on Nov. 14 it was providing EUR7.5
billion in credit guarantees to Siemens Energy as part of a EUR15
billion rescue package, with EUR12 billion lent by banks, to try
and shore up its order book, the FT recounts.

Due to the difficulties at Siemens Gamesa and broader problems in
the renewables financing market, the company warned on Oct. 26 that
without billions of euros in additional lending and credit
guarantees, it would struggle to fulfil a huge order backlog of
more than EUR110 billion, the FT relays.

The bailout deal will also involve Siemens Energy selling a stake
in its Indian joint venture with Siemens, at a 15% discount,
raising EUR2.1 billion, the FT states.




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

ADAGIO V: Fitch Affirms 'Bsf' Rating on Cl. F Notes
---------------------------------------------------
Fitch Ratings has revised the Outlook on Adagio V CLO DAC's class
C-R and D notes to Positive from Stable and affirmed all notes, as
detailed below.

   Entity/Debt              Rating          Prior
   -----------              ------          -----
Adagio V CLO DAC

   A-R XS2312388247     LT AAAsf Affirmed   AAAsf
   B-1R XS2312388833    LT AAsf  Affirmed   AAsf
   B-2R XS2312389484    LT AAsf  Affirmed   AAsf
   C-R XS2312390144     LT Asf   Affirmed   Asf
   D XS1879605928       LT BBBsf Affirmed   BBBsf
   E XS1879607627       LT BBsf  Affirmed   BBsf
   F XS1879606579       LT Bsf   Affirmed   Bsf

TRANSACTION SUMMARY

Adagio V CLO DAC is a securitisation of mainly senior secured loans
(at least 90%) with a component of senior unsecured, mezzanine, and
second-lien loans. The portfolio is actively managed by AXA
Investment Managers, Inc. The transaction exited its reinvestment
period in January 2023.

KEY RATING DRIVERS

Stable Performance; Shorter Life: The rating actions reflect the
stable performance and the shortened weighted average life (WAL) of
the portfolio, which result in larger break-even default-rate
cushions than at the last review in December 2022. The transaction
has a manageable proportion of assets with near-term maturities,
with approximately 1.3% of the portfolio maturing before end-2024,
and 7.8% maturing in 2025. The default-rate cushions at the current
ratings should allow the notes to withstand further losses.

The transaction is currently 1.6% below par and is passing all
collateral-quality, portfolio-profile and coverage tests. Exposure
to assets with a Fitch-derived rating of 'CCC+' and below is 3.7%,
according to the latest trustee report as of 3 October 2023, versus
a limit of 7.5%. There are no defaulted assets in the portfolio.

Reinvesting Transaction: Although the transaction is outside the
reinvestment period, the manager can continue to reinvest
unscheduled principal proceeds and sale proceeds from
credit-impaired and credit-improved obligations, subject to
compliance with the reinvestment criteria. Given the manager's
ability to reinvest, its analysis is based on a stressed portfolio
testing the Fitch-calculated WAL, Fitch-calculated weighted average
rating factor (WARF), Fitch-calculated weighted average recovery
rate (WARR), weighted average spread, weighted average coupon and
fixed-rate asset share to their covenanted limits.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors at 'B'/'B-'. The WARF, as
calculated by Fitch under its latest criteria, is 26.16.

High Recovery Expectations: Senior secured obligations comprise
96.6% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The WARR, as calculated by Fitch, is 61.26%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 13.27%, and no obligor
represents more than 1.56% of the portfolio balance. The exposure
to the three-largest Fitch-defined industries is 33.55% as
calculated by the trustee. Fixed-rate assets currently are reported
by the trustee at 4.97% of the portfolio balance, which compares
favourably with the current maximum of 5%.

Deviation from MIRs: The class B-1R, B-2R, C-R, D, E and F notes'
ratings are one notch below their model-implied ratings (MIR). The
deviations reflect Fitch's view that the default rate cushion is
not commensurate with the upgrade to the MIR yet due to the
uncertain macroeconomic conditions and lack of deleveraging.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the current portfolio
would have no impact on the class A, B-1R and B-2R notes, and lead
to downgrades of one notch for the class C, and D notes, two
notches for the class E notes and to below 'B-sf' for the class F
notes.

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the current portfolio than the
Fitch-stressed portfolio, the class C and E notes display a rating
cushion of one notch and the class B-1R, B-2R, D and F notes two
notches. The class A display no rating cushion.

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

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

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

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

Adagio V CLO 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.

ADAGIO VII: Fitch Affirms 'B-sf' Rating on F Notes, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has upgraded Adagio VII CLO DAC's class B-1, B-2 and
D notes and affirmed the class A, C-1, C-2, E and F notes. The
Outlooks are Stable.

   Entity/Debt            Rating           Prior
   -----------            ------           -----
Adagio VII CLO DAC

   A XS1861326459     LT AAAsf  Affirmed   AAAsf
   B-1 XS1861326707   LT AA+sf  Upgrade    AAsf
   B-2 XS1861327002   LT AA+sf  Upgrade    AAsf
   C-1 XS1861327267   LT Asf    Affirmed   Asf
   C-2 XS1861327697   LT Asf    Affirmed   Asf
   D XS1861327853     LT BBB+sf Upgrade    BBBsf
   E XS1861325568     LT BBsf   Affirmed   BBsf
   F XS1861326293     LT B-sf   Affirmed   B-sf

TRANSACTION SUMMARY

Adagio VII CLO DAC is a cash flow CLO mostly comprising senior
secured obligations. The transaction is actively managed by AXA
Investment Managers, Inc., and exited its reinvestment period on 10
January 2023.

KEY RATING DRIVERS

Stable Asset Performance, Shorter WAL: The rating actions reflect
the stable asset performance. The transaction is currently 1% below
par. It is passing all collateral quality tests, portfolio profile
tests and coverage tests. Exposure to assets with a Fitch-derived
rating of 'CCC+' and below is 3.13%, according to the trustee
report as of 02 October 2023, versus a limit of 7.5%. There are no
defaulted assets in the portfolio.

The transaction's stable performance, combined with a shortened
weighted average life (WAL) covenant have resulted in larger
break-even default-rate cushions versus the last review in December
2022.

Reinvesting Transaction: Although the transaction is outside the
reinvestment period, the manager can continue to reinvest
unscheduled principal proceeds and sale proceeds from
credit-impaired and credit-improved obligations, subject to
compliance with the reinvestment criteria. Given the manager's
ability to reinvest, its analysis is based on a stressed portfolio
testing the Fitch-calculated WAL, Fitch-calculated weighted average
rating factor (WARF), Fitch-calculated weighted average recovery
rate (WARR), weighted average spread, weighted average coupon and
fixed-rate asset share to their covenanted limits.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors at 'B'/'B-'. The WARF, as
calculated by Fitch under its latest criteria, is 25.78.

High Recovery Expectations: Senior secured obligations comprise
96.98% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The WARR, as calculated by Fitch, is 62.03%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 12.14%, and no obligor
represents more than 1.39% of the portfolio balance. The exposure
to the three-largest Fitch-defined industries is 36.04% as
calculated by the trustee. Fixed-rate assets currently are reported
by the trustee at 4.95% of the portfolio balance, which compares
favourably with the current maximum of 5%.

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 will have no impact
on the class A, B-1 and B-2 notes, would lead to downgrades of one
notch for the class C-1 and C-2 notes, two notches for the class D
and E notes, and to below 'B-sf' for the class F 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, the class F note display a
rating cushion of four notches and the class B-1 to E notes one
notch. The class A 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 have no impact on the class A notes, would lead to
downgrades of no more than two notches for the class C-1 and C-2
notes, no more than three notches for the class B-1, B-2 and D
notes, no more than four notches for the class E notes, and to
below 'B-sf' for the class F 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
notes, upgrades of no more than one notch for the class B-1, B-2
and C notes, two notches for the class D and E notes, and up to
five notches for the class F 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

Adagio VII CLO 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.

ADAGIO VIII: Fitch Alters Outlook on 'B-' Rated Cl. F Notes to Pos.
-------------------------------------------------------------------
Fitch Ratings has revised the Outlook on four tranches of Adagio
CLO VIII DAC to Positive from Stable and affirmed all notes, as
detailed below.

   Entity/Debt            Rating           Prior
   -----------            ------           -----
Adagio CLO VIII DAC

   A XS2054619734     LT AAAsf  Affirmed   AAAsf
   B-1 XS2054620310   LT AAsf   Affirmed   AAsf
   B-2 XS2054621045   LT AAsf   Affirmed   AAsf
   C XS2054621474     LT Asf    Affirmed   Asf
   D XS2054621987     LT BBBsf  Affirmed   BBBsf
   E XS2054622522     LT BBsf   Affirmed   BBsf
   F XS2054622951     LT B-sf   Affirmed   B-sf

TRANSACTION SUMMARY

Adagio CLO VIII DAC is a securitisation of mainly senior secured
loans (at least 90%) with a component of senior unsecured,
mezzanine, and second-lien loans. The portfolio is actively managed
by AXA Investment Managers, Inc. The transaction will exit its
reinvestment period in April 2024.

KEY RATING DRIVERS

Stable Asset Performance; Shorter Life: The rating actions reflect
the stable performance and the decreasing weighted average life
(WAL) of the portfolio, which result in larger break-even
default-rate cushions than at the last review in December 2022. The
transaction is currently 0.9% below par and is passing all
collateral-quality, portfolio-profile and coverage tests. Exposure
to assets with a Fitch-derived rating of 'CCC+' and below is 4.2%,
according to the latest trustee report, and the portfolio has no
defaulted assets.

In addition, the transaction has a small proportion of assets with
near-term maturities, with approximately 0.7% of the portfolio
maturing before end-2024, and 4.7% maturing in 2025, which limits
near-term refinancing risk.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors at 'B'/'B-'. The Fitch-calculated weighted average
rating factor (WARF) of the current portfolio is 25.5. The WARF
metric of the Fitch-stressed portfolio, for which the agency has
notched down entities on Negative Outlook by one notch, was 26.9.

High Recovery Expectations: Senior secured obligations comprise
95.9% of the portfolio as calculated by the trustee. Fitch views
the recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
WARR of the current portfolio is 62.5%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. No obligor represents more than
1.5% of the portfolio balance, as reported by the trustee. The
exposure to the three-largest Fitch-defined industries is 36.8% as
calculated by Fitch.

Deviation from MIRs: The class B-1 to F notes' ratings are one
notch below their model-implied ratings (MIR). The deviations
reflect the agency's view that the default-rate cushion is not
commensurate with their MIRs yet amid uncertain macroeconomic
conditions and the lack of deleveraging.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the current portfolio
would have no impact on the class A, B-1 and B-2 notes, but would
lead to downgrades of two notches for the class E notes, of no more
than one notch for the class C and D notes and to below 'B-sf' for
the class F notes.

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the current portfolio than the
Fitch-stressed portfolio, the class C, D and E notes display a
rating cushion of one notch, the class B-1 and B-2 notes two
notches and the class F notes three notches. The class A notes
display no rating cushion.

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

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

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

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

DATA ADEQUACY

Adagio CLO VIII 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.

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action

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.

ARBOUR XII: S&P Assigns 'B- (sf)' Rating to Class F Notes
---------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Arbour CLO XII
DAC's class A, B-1, B-2, C, D, E, and F notes. At closing, the
issuer also issued unrated M and subordinated notes.

Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment (linked to six-month
Euro Interbank Offered Rate).

The portfolio's reinvestment period ends approximately 4.5 years
after closing, and the portfolio's weighted-average life test will
be approximately 8.5 years after closing.

The ratings assigned to the notes reflect S&P's assessment of:

-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

  Portfolio Benchmarks

                                                        CURRENT

  S&P Global Ratings weighted-average rating factor     2815.37

  Default rate dispersion                                519.89

  Weighted-average life (years)                            4.58

  Obligor diversity measure                              127.55

  Industry diversity measure                              20.76

  Regional diversity measure                               1.26



  Transaction Key Metrics

                                                        CURRENT

  Total par amount (mil. EUR)                            425.00

  Defaulted assets (mil. EUR)                                 0

  Number of performing obligors                             148

  Portfolio weighted-average rating
  derived from our CDO evaluator                              B
  
  'CCC' category rated assets (%)                          0.71

  'AAA' actual weighted-average recovery (%)              36.62

  Modeled weighted-average spread (%)                      4.20

  Reference weighted-average coupon (%)                    5.00


S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. The portfolio is well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we conducted our credit and cash
flow analysis by applying our criteria for corporate cash flow
CDOs.

"In our cash flow analysis, we used the EUR425.0 million par
amount, the covenanted weighted-average spread of 4.20%, the
reference weighted-average coupon of 5.00%, and the actual
weighted-average recovery rates for all rated notes. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category. Our cash flow
analysis also considers scenarios where the underlying pool
comprises 100% floating-rate assets (i.e., the fixed-rate bucket is
0%) and where the fixed-rate bucket is fully used (in this case,
15%).

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.

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

"The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class A,
B-1, B-2, C, D, E, and F notes. Our credit and cash flow analyses
indicate that the available credit enhancement for the class B-1,
B-2, C, D, and E notes could withstand stresses commensurate with
higher ratings than those we have assigned. However, as the CLO is
still in its reinvestment phase, during which the transaction's
credit risk profile could deteriorate, we have capped our assigned
ratings on these notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A to E notes
based on four hypothetical scenarios.

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets for which the
obligor's primary business activity is related to the following
industries: civilian firearms, thermal coal, coal mining and/or
coal-based power generation, oil sands and associated pipelines
industry, fossil fuels from unconventional sources (including
Arctic drilling, tar sands, shale oil, and shale gas), services to
private prisons, soft commodities, tobacco and tobacco products,
palm oil and palm fruit products, prostitution, pornography, and
illegal drugs or narcotics, etc. Accordingly, since the exclusion
of assets from these industries does not result in material
differences between the transaction and our ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities."

Ratings list

  CLASS    RATING     AMOUNT     CREDIT       INTEREST RATE
                   (MIL. EUR) ENHANCEMENT (%)

  A        AAA (sf)    263.50      38.00      3mE + 1.70%

  B-1      AA (sf)      37.30      27.34      3mE + 2.35%

  B-2      AA (sf)       8.00      27.34      6.00%

  C        A (sf)       24.00      21.69      3mE + 3.00%

  D        BBB- (sf)    29.30      14.80      3mE + 5.00%

  E        BB- (sf)     18.70      10.40      3mE + 7.39%

  F        B- (sf)      14.50       6.99      3mE + 9.65%

  M        NR            0.25        N/A      N/A

  Sub. Notes NR         28.00        N/A      N/A

3mE--Three-month Euro Interbank Offered Rate (EURIBOR).
NR--Not rated.
N/A—-Not applicable.


CLARIOS INTERNATIONAL: Fitch Affirms 'B' IDR, Alters Outlook to Pos
-------------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
(IDRs) of Clarios International Inc. (Clarios) and its Clarios
Global LP (Clarios Global) subsidiary at 'B'. In addition, Fitch
has affirmed Clarios Global's secured asset-based lending (ABL)
revolver at 'BB'/'RR1', first-lien secured revolver, term loans and
notes at 'B+'/'RR3' and senior unsecured notes at 'CCC+'/'RR6'.

Fitch's ratings apply to an $800 million ABL, an $800 million
first-lien revolver, $7.6 billion of first-lien secured debt and
$1.6 billion of senior unsecured debt.

The Rating Outlooks for Clarios and Clarios Global have been
revised to Positive from Stable.

The revision of Clarios' Rating Outlook to Positive reflects
Fitch's expectation that the company's forecast FCF will be
prioritized towards debt reduction, resulting in EBITDA leverage
(according to Fitch's calculations) declining below 5.5x and EBITDA
interest coverage running at about 2.5x. Fitch expects to resolve
the Outlook over the next 12-18 months as Clarios' debt repayment
plans progress and structurally improve the financial profile.

KEY RATING DRIVERS

Debt Reduction Improves Leverage: Leverage reduction is Clarios'
top priority for capital deployment after investing in its
business. The company has made significant progress on reducing
debt since it peaked in fiscal 2020, and Fitch expects the company
will continue to look for opportunities to further reduce debt over
the next several years.

Between fiscal YE 2020 and YE 2022, Clarios' debt (according to
Fitch's methodology, which treats off-balance sheet factoring as
debt) declined by about $1.4 billion. Over this time, EBITDA gross
leverage (calculated according to Fitch's methodology) declined to
6.6x from 10.0x. The company has reduced debt primarily through
prepayments on its term loans and open-market purchases of portions
of its outstanding notes.

Looking ahead, Fitch expects Clarios will continue to
opportunistically reduce debt, primarily using FCF for debt
reduction. However, the company noted that it planned to use
proceeds from the sale of its remaining stake in Amara Raja
Batteries Limited for debt reduction in fiscal 4Q23. Fitch expects
EBITDA leverage to decline toward 6.0x by fiscal YE 2023 and to
decline further, toward the mid-5x range by fiscal YE 2024.

Clarios could accelerate debt reduction if it chooses to undertake
an initial public offering (IPO) of its common shares, as it had
planned in 2021 before deciding to temporarily shelve the offering
(see below). The company had planned to use IPO proceeds to
significantly reduce debt.

Capex, Interest Moderate Near-Term FCF: Fitch expects Clarios to
generate solid FCF over the next several years on resilient
end-market conditions in the global aftermarket channel, growth in
the OE channel, positive mix shifts toward increased sales of
advanced batteries and cost benefits from restructuring. However,
the company's near-term FCF margin will likely be held back
somewhat by higher capex and increased cash interest expense on the
company's floating-rate debt. As such, Fitch expects Clarios to
generate FCF margins (according to Fitch's methodology) in the
0.5%-1.5% range in fiscal 2023 and 2024, before rising toward the
mid-2% range or higher over the subsequent years.

Clarios' actual FCF margin was 1.5% in fiscal 2022 and reflected a
substantial level of cash usage tied to working capital. Fitch
expects working capital to be less of a weight on FCF in fiscal
2023, but capex is expected to be higher. Fitch expects capex as a
percentage of revenue to run at about 4% in fiscal 2023, up from
3.2% in fiscal 2022. Beyond fiscal 2023, Fitch expects capex as a
percentage of revenue to fall below 4% as the company's capex needs
moderate.

Mid-2x EBITDA Interest Coverage: Fitch expects Clarios' EBITDA
interest coverage (calculated according to Fitch's methodology) to
decline to the mid-2x range over the next few years, down from 2.9x
at fiscal YE 2022, despite the expected decline in debt. Fitch
expects higher interest rates to materially increase Clarios' cash
interest expense in fiscal 2023, up from $536 million in fiscal
2022.

Clarios has some hedging in place to effectively convert a portion
of its floating-rate debt to fixed rates, which helps to mitigate
the effect of higher interest rates on the company's interest
expense. However, future interest coverage will largely be driven
by the interplay between market interest rates and the pace of
Clarios' debt reduction.

Higher-Margin Advanced Battery Growth: Sales of higher-margin
advanced batteries have accelerated over the past few years.
Although many of these batteries are currently going into the
original equipment (OE) channel, they are increasing as a
proportion of Clarios' aftermarket sales as newer vehicles'
batteries are replaced. Sales of advanced batteries in the
aftermarket channel constituted 15% of Clarios' aftermarket sales
in fiscal 3Q23, up from 13% in fiscal 3Q22. Fitch expects this mix
shift to continue over time, which will be a meaningful driver of
ongoing profitability growth.

IPO Postponed: In 2021, Clarios aimed to execute an IPO for up to
$1.9 billion in proceeds, along with up to $551 million in proceeds
from a concurrent offering of mandatory convertible preferred stock
and $250 million in proceeds from a private placement of stock.
Proceeds would have been primarily used for debt reduction of
approximately $2.2 billion. However, Clarios indefinitely postponed
the IPO due to market conditions, and Fitch has not incorporated
any effects of a potential future IPO in its forecasts.

It appears an IPO is still under consideration, with Clarios having
filed an amended registration statement with the U.S. Securities
and Exchange Commission as recently as June 30, 2023. Fitch could
consider a positive rating action if the company goes through with
a future IPO and uses the proceeds to reduce debt consistent with
its previous plans.

DERIVATION SUMMARY

Clarios has a very strong competitive position as the largest
low-voltage vehicle battery manufacturer in the world, with the
company responsible for about one-third of the industry's total
global production. Although Clarios counts many global OE
manufacturers as customers, roughly 80% of its sales are derived
from the global vehicle aftermarket.

As vehicle batteries are a non-discretionary replacement item,
Clarios' strong aftermarket presence provides it with a more stable
revenue stream through the cycle than auto suppliers that are
predominantly tied to new vehicle production, such as BorgWarner
Inc. (BBB+/Stable) or Aptiv PLC (BBB/Stable). The company's heavy
aftermarket weighting makes it more comparable to global tire
manufacturers, such as Compagnie Generale des Etablissements
Michelin (A-/Stable) and The Goodyear Tire & Rubber Company
(BB-/Stable) or other suppliers with a significant aftermarket
concentration, such as First Brands Group LLC (BB-/Negative) or
Tenneco Inc. (B/Stable).

Clarios' margins are strong for an auto supplier, with forecasted
EBITDA margins (according to Fitch's methodology) running in the
high teens over the next several years, which is stronger than many
investment-grade auto suppliers, such as BorgWarner or Aptiv, while
forecasted FCF margins in the low- to mid-single-digit range are
also consistent with investment-grade auto suppliers. However,
Clarios' leverage is high and consistent with auto suppliers in the
'B' rating category.

Over the longer term, Fitch expects Clarios' leverage will decline
due to increased EBITDA resulting from sales growth tied to the
rising global vehicle population and a richer mix of advanced
absorbent glass mat (AGM) and enhanced flooded (EFB) batteries.
Fitch also expects the company will continue to actively seek
opportunities to reduce debt, which would further accelerate
leverage reduction.

Parent/Subsidiary Linkage: Fitch rates the IDRs of Clarios and its
Clarios Global subsidiary on a consolidated basis, using the weak
parent/strong subsidiary approach and open access and control
factors, as discussed in Fitch's "Parent and Subsidiary Linkage
Rating Criteria". This is based on the entities operating as a
single enterprise with strong legal and operational ties.

KEY ASSUMPTIONS

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

- Global automotive battery demand rises in the low single-digit
range in fiscal 2023, due to ongoing increases in global vehicle
production and replacement battery demand. Beyond 2023, global
demand continues to rise in the low single-digit range annually;

- In addition to volume growth, revenue is supported over the next
several years by mix shifting to higher-priced absorbent glass mat
and enhanced flooded batteries, as well as modest price increases
on traditional batteries;

- Margins in the near term are compressed a bit by inflationary
pressures. Over the longer term, margins improve as a result of
operating leverage on higher production levels, positive pricing
and mix, and savings associated with cost reduction initiatives;

- Capex as a percentage of revenue runs at about 4% in the near
term, declining toward 3% over the next few years;

- Excess cash over the next several years is primarily used to
reduce debt;

- Fitch has not incorporated the effect of any potential IPO into
its forecasts.

RECOVERY ANALYSIS

Fitch's recovery analysis assumes Clarios would be considered a
going concern in bankruptcy and would be reorganized rather than
liquidated. Fitch has assumed a 10% administrative claim in the
recovery analysis.

Clarios' recovery analysis reflects a potential severe downturn in
vehicle battery demand and estimates the going-concern EBITDA at
$1.4 billion, which reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which the valuation of the
company would be based following a hypothetical default. The
sustainable, post-reorganization EBITDA is for analytical valuation
purposes only and does not reflect a level of EBITDA at which Fitch
believes the company would fall into distress.

The going-concern EBITDA considers Clarios' stable operations, high
operating margins, significant percentage of aftermarket revenue
and the non-discretionary nature of its products. The $1.4 billion
ongoing EBITDA assumption is 23% lower than Fitch's calculated
actual EBITDA of $1.8 billion for the LTM period ended June 30,
2023.

Fitch utilizes a 6.0x enterprise value (EV) multiple based on
Clarios' strong global market position and the non-discretionary
nature of the company's batteries. In addition, Brookfield Asset
Management Inc.'s acquisition of Clarios in 2019 valued the company
at an EV over 8.0x (excluding expected post-acquisition cost
savings). All of Clarios' rated debt is guaranteed by certain
foreign and domestic subsidiaries.

According to Fitch's "Automotive Bankruptcy Enterprise Values and
Creditor Recoveries" report published in January 2022, 52% of
auto-related defaulters had exit multiples above 5.0x, with 30% in
the 5.0x to 7.0x range. However, the median multiple observed
across 23 bankruptcies was only 5.1x.

Within the report, Fitch observed that 87% of the bankruptcy cases
analyzed were resolved as a going concern. Automotive defaulters
were typically weighed down by capital structures that became
untenable during a period of severe demand weakness, either due to
economic cyclicality or the loss of a significant customer, or they
were subject to significant operational issues.

While Clarios has a highly leveraged capital structure, Fitch
believes the company's business profile is stronger than most of
the issuers included in the automotive bankruptcy observations.

Consistent with Fitch's criteria, the recovery analysis assumes
that an estimated $1.6 billion of off-balance-sheet factoring is
replaced with a super-senior facility that has the highest priority
in the distribution of value. Fitch also assumes a full draw on the
$800 million ABL, which was not constrained by the borrowing base
limit at June 30, 2023. The ABL receives second priority in the
distribution of value after the factoring. Due to the ABL's
first-lien claim on ring-fenced collateral, the facility receives a
Recovery Rating of 'RR1' with a waterfall generated recovery
computation (WGRC) in the 91%-100% range.

The analysis also assumes a full draw on the $800 million cash flow
revolver. Including this, the first lien secured debt totals $8.4
billion outstanding and receives a lower priority than the ABL in
the distribution of value hierarchy, in part due to its second lien
claim on the ABL's collateral. This results in a Recovery Rating of
'RR3' with a WGRC in the 51%-70% range.

The $1.6 billion of outstanding senior unsecured notes has the
lowest priority in the distribution of value. This results in a
Recovery Rating of 'RR6' with a WGRC in the 0%-10% range, owing to
the significant amount of secured debt positioned above it in the
distribution waterfall.

RATING SENSITIVITIES

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

- Financial policy-driven debt reduction that leads to sustained
gross EBITDA leverage of 5.5x;

- Sustained EBITDA interest coverage of 2.5x;

- Sustained Fitch-calculated EBITDA margins in the low-teens and
FCF margin of 2.5%.

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

- Sustained gross EBITDA leverage above 7.0x without a clear path
to de-levering;

- Sustained EBITDA interest coverage approaching 1.5x;

- A sustained decline in the Fitch-calculated EBITDA margin below
10% and FCF margin near 1.0%.

LIQUIDITY AND DEBT STRUCTURE

Solid Liquidity: Fitch expects Clarios' liquidity to remain
sufficient for its operating and investing needs over the
intermediate term. Liquidity at June 30, 2023, included $398
million of cash, cash equivalents and marketable securities,
augmented by significant revolver capacity. Revolver capacity
includes both an $800 million ABL facility and an $800 million
first lien secured cash flow revolver. As of June 30, 2023, a total
of about $1.5 billion was available on the two revolvers, with full
availability on the cash flow revolver and $735 million available
on the ABL, after accounting for $65 million of letters of credit
backed by the facility.

Debt obligations (excluding Fitch's factoring adjustments) are
light over the remainder of fiscal 2023 and 2024. The next
significant debt obligation is not until fiscal 2025, when the
remaining $450 million of the company's 6.75% senior secured notes
matures.

Fitch expects Clarios' FCF to generally be sufficient to cover its
seasonal cash needs. As a result, based on its criteria, Fitch has
treated all of Clarios' cash as readily available.

Debt Structure: As of June 30, 2023, Clarios had about $10.7
billion of debt outstanding, including Fitch's estimate for
off-balance-sheet factoring. This consisted of $7.6 billion of
first-lien secured debt, comprising U.S. dollar- and
euro-denominated term loans and secured notes, as well as about
$1.6 billion of senior unsecured notes. The remaining debt largely
consisted of about $2 million of debt related to the acquisition of
a variable interest entity and the estimated off-balance sheet
factoring. Fitch excludes finance leases from its debt
calculations.

Clarios' term loans provide it with prepayment flexibility.
However, Clarios also has a significant amount of non-amortizing
debt that could lead to refinancing risk over the longer term. That
said, the company's senior secured notes due 2025 and 2026, as well
as its senior unsecured notes, became callable in May 2022.

ISSUER PROFILE

Clarios is the largest manufacturer and distributor of low voltage,
advanced automotive batteries in the world. The company provides
one in every three automotive lead-acid batteries globally,
servicing cars, heavy duty trucks, motorcycles, marine and power
sports vehicles in both the OE and aftermarket channels.

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
   -----------             ------         --------   -----
Clarios
International Inc.   LT IDR B    Affirmed            B

Clarios Global LP    LT IDR B    Affirmed            B

   senior
   unsecured         LT     CCC+ Affirmed   RR6      CCC+

   senior secured    LT     BB   Affirmed   RR1      BB

   senior secured    LT     B+   Affirmed   RR3      B+

CUMULUS STATIC 2023-1: Fitch Assigns BB-(EXP)sf) Rating to E Notes
------------------------------------------------------------------
Fitch Ratings has assigned Cumulus Static CLO 2023-1 DAC notes
expected ratings, as detailed below.

   Entity/Debt       Rating           
   -----------       ------           
Cumulus Static
CLO 2023-1 DAC

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

TRANSACTION SUMMARY

Cumulus Static CLO 2023-1 DAC is an arbitrage cash flow CLO that
will be serviced by Blackstone Ireland Limited. Net proceeds from
the notes will be used to purchase a static pool of primarily
secured senior loans and bonds, with a target par of EUR325
million.

KEY RATING DRIVERS

'B' Portfolio Credit Quality (Neutral): Fitch places the average
credit quality of obligors in the 'B' category. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 23.91.

High Recovery Expectations (Positive): Senior secured obligations
and first-lien loans make up around 100% of the portfolio. 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 of the current portfolio is 63.30%.

Diversified Portfolio Composition (Positive): The three largest
industries comprise 35.4% of the portfolio balance, the top 10
obligors represent 10.62% of the portfolio balance and the largest
obligor 1.2% of the portfolio.

Static Portfolio (Positive): The transaction does not have a
reinvestment period and discretionary sales are not permitted.
Fitch's analysis is based on the current portfolio and stressed by
applying a one-notch reduction to all obligors with a Negative
Outlook (floored at 'CCC-'), which is 14.9% of the indicative
portfolio. After the Negative Outlook adjustment, the WARF of the
portfolio would be 24.83.

Deviation from MIR: The one-notch deviation from the model-implied
ratings (MIR) for the class B, C, and D notes, and two-notch
deviation for the class E notes reflects the insufficient breakeven
default rate cushion on the Negative Outlook portfolio at the MIR,
considering the uncertain macro-economic conditions that increase
risk.

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 lead to downgrades of up to three
notches for the notes.

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better WARF of the identified portfolio compared with the Negative
Outlook portfolio and the deviation from the MIR, the class B, C, D
notes display a rating cushion of one notch, and the class E notes
two notches.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio erode 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 all ratings of the
stressed portfolio would lead to downgrades of up to three notches
for the 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's portfolio
based on Negative Outlook stress would lead to upgrades of up to
four notches for the notes, except for the 'AAAsf' rated notes,
which are at the highest level on Fitch's scale and cannot be
upgraded.

Upgrades may occur in case of a stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover for losses on the remaining portfolio.

DATA ADEQUACY

Cumulus Static CLO 2023-1 DAC

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.

DILOSK RMBS NO. 5: S&P Affirms 'B-(sf)' Rating on Cl. F-Dfrd Notes
------------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Dilosk RMBS No.5
DAC's class B-Dfrd notes to 'AA+ (sf)' from 'AA (sf)', C-Dfrd notes
to 'AA (sf)' from 'A+ (sf)', D-Dfrd notes to 'A+ (sf)' from 'BBB+
(sf)', E-Dfrd notes to 'BBB- (sf)' from 'BB+ (sf)', and X1-Dfrd
notes to 'BBB+ (sf)' from 'B- (sf)'. At the same time, S&P affirmed
its 'AAA (sf)' rating on the class A notes and its 'B- (sf)' rating
on the class F-Dfrd notes.

The rating actions reflect its full analysis of the most recent
transaction information that it has received and the transaction's
structural features.

The transaction's performance remains strong with minimal arrears
of 0.14% as of the latest investor report. Both the general reserve
fund and the class A liquidity reserve fund remain at their
respective targets.

S&P said, "After applying our global residential loans criteria,
our weighted-average foreclosure frequency has decreased mainly due
to our reduction of the originator adjustment applied to Dilosk
DAC. We have reduced this based on the strong historic and recent
performance of its loans and its overall proven track record since
the initiation of its lending. Our weighted-average loss severity
also decreased primarily due to the reduced current
weighted-average loan-to-value ratio following increased HPI growth
since the closing of the transaction."

  Credit analysis results

  RATING LEVEL     WAFF (%)     WALS (%)

   AAA              23.42        23.15

   AA               15.73        18.28

   A                11.88        10.34

   BBB               7.86         6.63

   BB                4.02         4.41

   B                  3.1         2.68

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


S&P said, "Considering the results of our credit and cash flow
analysis, the increased available credit enhancement, and the
transaction's performance, we consider that the available credit
enhancement for the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and
X1-Dfrd notes is commensurate with higher ratings than those
currently assigned. We therefore raised our ratings on these
classes of notes.

"Our analysis indicates that these classes of notes could withstand
our stresses at higher ratings than those assigned. However, the
ratings on these classes of notes are constrained by additional
factors. Specifically, we considered the high proportion of loans
that are on fixed-rate products and are due to revert to a floating
rate in the coming years, the potential future vulnerability of
some borrowers in a rising interest rate environment, and the
challenges of increased cost of living pressures. Our ratings also
consider potentially higher prepayments, which may particularly
affect the buy-to-let loans in the portfolio.

"The results of our cash flow analysis support the currently
assigned 'AAA (sf)' rating on the class A notes. We therefore
affirmed our 'AAA (sf)' rating on this class of notes. For the
class B-Dfrd notes, while these notes pass our 'AAA' rating stress
in all scenarios, the deferrable nature of this class is not
consistent with our 'AAA' rating definition. We therefore affirmed
our 'AA+ (sf) rating on the class B-Dfrd notes.

"While the class F-Dfrd notes continue to pass at 'B' in our
standard cash flow stress, these notes face shortfalls at this
level in higher constant prepayment rate (CPR) and longer recovery
timing stress scenarios. We therefore affirmed our 'B- (sf)' rating
on the class F-Dfrd notes.

"Although the results of our cash flow analysis support higher
ratings for the class C-Dfrd and D-Dfrd notes, the respective
ratings on these class of notes takes into consideration the
relative credit enhancement available for these notes. Therefore,
we limited our upgrade on the class C-Dfrd notes to two notches and
the class D-Dfrd notes to three notches."

Dilosk RMBS No.5 is an RMBS transaction that securitizes a
portfolio of owner-occupied and buy-to-let mortgage loans, secured
over residential properties in Ireland. The transaction closed in
October 2021.


JUBILEE CLO 2014-XI: Moody's Affirms B2 Rating on Class F-R Notes
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Jubilee CLO 2014-XI DAC:

EUR36,500,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to A1 (sf); previously on Jun 1, 2022
Affirmed A2 (sf)

EUR23,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Baa2 (sf); previously on Jun 1, 2022
Affirmed Baa3 (sf)

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

EUR235,000,000 (Current outstanding amount EUR221,960,371) Class
A-R Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on Jun 1, 2022 Affirmed Aaa (sf)

EUR46,500,000 Class B-R Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Jun 1, 2022 Upgraded to Aaa
(sf)

EUR18,600,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Jun 1, 2022
Affirmed Ba2 (sf)

EUR11,800,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed B2 (sf); previously on Jun 1, 2022
Affirmed B2 (sf)

Jubilee CLO 2014- XI DAC, originally issued in February 2014,
refinanced in April 2017 and in April 2021, is a collateralised
loan obligation (CLO) backed by a portfolio of mostly high-yield
senior secured European loans. The portfolio is managed by Alcentra
Limited. The transaction's reinvestment period ended in April
2021.

RATINGS RATIONALE

The upgrades on the ratings on the Class C-R and D-R notes are
primarily a result of the deleveraging of the Class A-R notes
following amortisation of the underlying portfolio since the
payment date in July 2023 and the improvement in
over-collateralisation ratios since the payment date in October
2022.

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

The Class A-R notes have started paying down by approximately
EUR13.0 million (5.5%) since the payment date in July 2023.
Additionally, the over-collateralisation ratios of the rated notes
have improved since the payment date in October 2022. According to
the trustee report dated October 2023 [1] the Class A/B, Class C,
Class D, Class E and Class F OC ratios are reported at 140.8%,
124.6%, 116.2%, 110.2% and 106.7% compared to October 2022 [2]
levels of 139.7%, 123.7%, 115.3%, 109.3% and 105.9% respectively.
Moody's notes that the October 2023 principal payments are not
reflected in the reported OC ratios.

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

Key model inputs:

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

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

Performing par and principal proceeds balance: EUR382.9m

Defaulted Securities: EUR1.2 m

Diversity Score: 49

Weighted Average Rating Factor (WARF): 2917

Weighted Average Life (WAL): 2.9 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.8%

Weighted Average Coupon (WAC): 3.4%

Weighted Average Recovery Rate (WARR): 44.4%

Par haircut in OC tests and interest diversion test:  None.

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change.

Additional uncertainty about performance is due to the following:

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

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

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

MONTMARTRE EURO 2020-2: Fitch's Outlook on F-R Notes Now Positive
-----------------------------------------------------------------
Fitch Ratings has revised the Outlooks on Montmartre Euro CLO
2020-2 DAC's class B-R to D-R notes to Positive from Stable and
affirmed all classes of notes.

   Entity/Debt              Rating           Prior
   -----------              ------           -----
Montmartre Euro
CLO 2020-2 DAC

   A-1-R XS2363072047   LT AAAsf  Affirmed   AAAsf
   A-2-R XS2363072716   LT AAAsf  Affirmed   AAAsf
   B-R XS2363073284     LT AAsf   Affirmed   AAsf
   C-R XS2363073797     LT Asf    Affirmed   Asf
   D-R XS2363074175     LT BBBsf  Affirmed   BBBsf
   E-R XS2363074506     LT BBsf   Affirmed   BBsf
   F-R XS2363075651     LT B-sf   Affirmed   B-sf

TRANSACTION SUMMARY

Montmartre Euro CLO 2020-2 DAC is a securitisation of mainly senior
secured obligations with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. The portfolio is
actively managed by Carlyle CLO Management Europe, LLC and will
exit its reinvestment period in January 2026.

KEY RATING DRIVERS

Stable Performance; Low Refinancing Risk: Since Fitch's last review
in November 2022, the portfolio's performance has been largely
stable. As per the last trustee report dated 3 October 2023, the
transaction is about 1% below par with EUR4.1 million of reported
defaults (1.3% of target par). All tests are passing and the notes
have low exposure to near- and medium-term refinancing risk, with
no assets in the portfolio maturing before 2024, and 5% in 2025.

The transaction's performance, combined with a shortened weighted
average life (WAL) covenant, has resulted in larger break-even
default-rate cushions versus the last review in November 2022. This
is reflected in the rating actions.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors at 'B'/ 'B-'. The weighted
average rating factor, as calculated by Fitch under its latest
criteria, is 25.4.

High Recovery Expectations: Senior secured obligations comprise
92.5% 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
63.4%.

Diversified Portfolio: The top 10 obligor concentration as
calculated by Fitch is 14.5%, which is close to the limit of 15%.
No obligor represents more than 1.65% of the portfolio balance.

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. Fitch has modelled the current portfolio below par.

Deviation from MIRs: The class B-R to E-R notes' model-implied
ratings (MIRs) are one notch above their current ratings. The
deviations the agency's view that the default-rate cushion is not
commensurate with their MIRs yet amid uncertain macroeconomic
conditions and the lack of deleveraging.

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 will have no impact
on the class A-1-R, A-2-R and B-R notes, 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 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 model-implied
rating deviation, the class F-R notes display a rating cushion of
two notches and the class B-R, C-R, D-R and E-R notes of one notch.
There is no rating cushion for the class A-1-R and A-2-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 have no impact on the class A-1-R and A-2-R notes
and lead to downgrades of no more than two notches for the class
C-R to E-R notes, one notch for the class B-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-1-R ,
A-2-R and C-R notes and upgrades of no more than one notch for the
class C-R notes, two notches for the class B-R notes, four notches
for the class D-R and E-R notes and up to five notches for the
class 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

Montmartre Euro CLO 2020-2 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.

PROVIDUS CLO II: Fitch Affirms 'Bsf' Rating on Class F Notes
------------------------------------------------------------
Fitch Ratings has upgraded Providus CLO II DAC's class B-1-R to E
notes and affirmed the class A-R and F notes, as detailed below.

   Entity/Debt              Rating           Prior
   -----------              ------           -----
Providus CLO II DAC

   A-R XS2323296702     LT AAAsf  Affirmed   AAAsf
   B-1-R XS2323297346   LT AA+sf  Upgrade    AAsf
   B-2-R XS2323298070   LT AA+sf  Upgrade    AAsf
   C-R XS2323298666     LT A+sf   Upgrade    Asf
   D XS1905536980       LT BBB+sf Upgrade    BBBsf
   E XS1905537368       LT BB+sf  Upgrade    BBsf
   F XS1905537525       LT Bsf    Affirmed   Bsf

TRANSACTION SUMMARY

Providus CLO II Designated Activity Company is an arbitrage cash
flow CLO comprising mostly senior secured obligations. The
portfolio is managed by by Permira Credit Group Holdings Limited
and exited its reinvestment period in January 2023.

KEY RATING DRIVERS

Stable Performance; Shorter Life: Since Fitch's last rating action
in February 2022, the portfolio's performance has been stable. The
transaction is slightly above par. As per the last trustee report
dated 3 October2023, the transaction is passing all of its
collateral quality and portfolio profile tests. The transaction has
manageable exposure to near- and medium-term refinancing risk, with
no assets in the portfolio maturing in 2024 and 7.1% maturing in
2025, as calculated by Fitch.

The transaction's stable performance, combined with a shorter
weighted average life (WAL) since February 2022, has resulted in
larger break-even default-rate cushions, leading to the upgrades.

Large Cushion Supports Stable Outlooks: All notes have large
default-rate buffers to support their ratings and should be capable
of absorbing further defaults in the portfolio. The ratings reflect
that the notes have sufficient levels of credit protection to
withstand deterioration in the credit quality of the portfolio in
stress scenarios that are commensurate with the ratings.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors at 'B'/'B-'. The Fitch-calculated weighted average
rating factor (WARF) of the current portfolio is 25.6. For the
portfolio including entities with Negative Outlook that are notched
down one level as per its criteria, the WARF was 26.9 as of 4
November 2023.

High Recovery Expectations: Senior secured obligations comprise
96.1% 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 (WARR) of the current portfolio as reported by the trustee was
67.1%.

Diversified Portfolio: The top 10 obligor concentration as
calculated by Fitch is 14.5%, which is below the current covenant,
and the largest issuer represents less than 1.7% of the portfolio
balance.

Deviation from MIR: The class B-1-R, B-2-R, and F notes'
model-implied ratings (MIRs) are one notch above their current
ratings. The deviations reflect Fitch's view that the default-rate
cushion at the MIRs for these notes are not commensurate with the
respective stress, given the uncertain macroeconomic conditions.

Reinvesting Transaction: Although the transaction is outside the
reinvestment period, the manager can continue to reinvest
unscheduled principal proceeds and sale proceeds from
credit-impaired and credit-improved obligations, subject to
compliance with the reinvestment criteria. Given the manager's
ability to reinvest, its analysis is based on a stressed portfolio
testing the Fitch-calculated WAL, Fitch-calculated WARF,
Fitch-calculated WARR, weighted average spread, weighted average
coupon and fixed-rate asset share to their covenanted limits. Fitch
also applied a haircut of 1.5% to the WARR as the calculation in
the transaction documentation is not in line with the agency's
current CLO Criteria.

RATING SENSITIVITIES

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

An increase of the default rate (RDR) by 25% of the mean RDR of the
current portfolio and a decrease of the recovery rate (RRR) by 25%
at all rating levels in the current portfolio would lead to a
downgrade of one notch for the class C-R notes, two notches for the
class D to F notes and would have no impact on class A-R, B-1-R and
B-2-R notes. 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 and D
notes display a rating cushion of one notch and the class F notes
three notches. The class A-R, C-R and E 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 no more than three notches.

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 in the stressed portfolio would result in
upgrades of up to four notches for all notes, except for the class
A-R and C-R notes. Further upgrades may occur, except for the
'AAAsf' notes, which are rated at the highest level on Fitch's
scale and cannot be upgraded, if the portfolio's quality remains
stable and the notes start to amortise, leading to higher credit
enhancement across the structure.

DATA ADEQUACY

Providus CLO II 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.

SEGOVIA EUROPEAN 4-2017: S&P Affirms 'B- (sf)' Rating on F Notes
----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Segovia European
CLO 4-2017 DAC's class B-1 and B-2 notes to 'AA+ (sf)' from 'AA
(sf)', class C notes to 'AA- (sf)' from 'A (sf)', and class D notes
to 'BBB+ (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 our global corporate
CLO criteria and its 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 to F notes.

Since S&P's previous review at closing in December 2017:

-- The weighted-average rating of the portfolio decreased to 'B-'
from 'B'.

-- The portfolio has become more diversified (the number of
performing obligors has increased to 153 from 118).

-- The portfolio's weighted-average life decreased to 3.25 years
from 6.06 years.

-- 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                               2,7900,07            N/A

  Default rate dispersion                 745.14         749.90

  Weighted-average life (years)             3.25           6.06

  Obligor diversity measure               115.66          98.54

  Industry diversity measure               25.61          21.33

  Regional diversity measure                1.24           1.54

SPWARF--S&P Global Ratings weighted-average rating factor.
N/A--Not applicable.

On the cash flow side:

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

-- The class A notes have since deleveraged by EUR24.16 million up
to the July 2023 interest payment date.

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

-- No class of notes is currently deferring interest.

-- All coverage tests are passing as of the September 2023 trustee
report.

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


  Transaction key metrics

                                                   CURRENT

  Total collateral amount (mil. EUR)*               296.43

  Defaulted assets (mil. EUR)                         0.00

  Number of performing obligors                        153

  Portfolio weighted-average rating                      B

  'CCC' assets (%)                                    7.88

  'AAA' SDR (%)                                      56.52

  'AAA' WARR (%)                                     36.87

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

S&P said, "Following the application of our relevant criteria, we
believe that the class C, D, and E notes can now withstand higher
rating scenarios. We have raised our rating on the class B-1 and
B-2 notes in line with the results of our credit and cash flow
analysis.

"Our standard cash flow analysis indicates that the available
credit enhancement levels for the class C and D notes are
commensurate with higher ratings than those assigned. Although the
transaction has amortized considerably 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 C notes by two notches and class D notes by
one notch. 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. We therefore
affirmed our rating on the class A notes.

"For the class F notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses that
are commensurate with a lower rating. However, we have applied our
'CCC' rating criteria resulting in a 'B- (sf)' rating for this
class of notes. Our affirmation of our 'B- (sf)' rating on the
class F notes reflects the available credit enhancement for this
class, the portfolio's average credit quality, and comparing our
model-generated break-even default rate at the 'B-' rating level
versus the long-term sustainable default rate. We also assessed (i)
whether the tranche is vulnerable to nonpayment soon, (ii) if there
is a one in two chance of this tranche defaulting, and (iii) if we
envision this tranche defaulting in the next 12-18 months.
Following this analysis, we consider that the available credit
enhancement for the class F notes is commensurate with a 'B- (sf)'
rating.

"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."




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

IMMOBILIARE GRANDE: S&P Affirms BB Debt Ratings on Bond Refinancing
-------------------------------------------------------------------
S&P Global Ratings affirmed the 'BB' ratings on Immobiliare Grande
Distribuzione (IGD) and on the company's senior unsecured debt, and
S&P removed the ratings from CreditWatch negative, where it had
placed them on Aug. 11, 2023. At the same time, S&P assigned its
'BB' issue rating to the company's new senior unsecured notes.

The stable outlook reflects S&P's view that IGD will likely sustain
strong operating performance over the coming 12 months, alongside
an EBITDA-interest-coverage ratio above 1.8x despite higher
refinancing costs.

On November 14, IGD announced the successful refinancing of its
EUR400 million bond maturing November 2024, through an exchange
offer including a new EUR310 million bond maturing 2027, EUR60
million of the existing bond extended to 2027, and a EUR30 million
cash payment. S&P views the transaction as opportunistic.

IGD has significantly reduced its liquidity risk over the coming
12-18 months now that is has extended the average maturity profile
of its debt and successfully completed the bond exchange. Before
the transaction, half of IGD's debt would have matured next year,
including the EUR100 million private placement due January 2024 and
the EUR400 million bond due November 2024. After the May 2023
refinancing of the private placement and bank secured debt through
EUR250 million secured debt, on Oct. 5, IGD proposed to holders of
their EUR400 million bond due November 2024 to exchange each par
amount of existing notes for 90 cents of new notes tendered plus a
10-cent early cash consideration, with a 2027 maturity. As a result
of this transaction, the company's weighted-average maturity
increased from 3.2 years (as of beginning of August) to about 3.9
years (as of beginning of November) pro-forma the transaction. S&P
said, "This is above our requirement of three years for real estate
companies, but headroom is only moderate since 65% of the company's
debt will now mature 2027, including the new and extended EUR370
million unsecured notes and the existing EUR278 million debt. That
said, we note that the documentation of the new unsecured notes
includes a mandatory redemption clause through which asset
disposals proceeds would need to be used to repay this bond in
priority. In a scenario where the company would manage to sell
assets, we understand 2027 maturities would then reduce."

S&P said, "The exchange offer is an opportunistic transaction, in
our view. IGD's offer was several quarters ahead of its November
2024 bond maturity, and we did not see a realistic possibility of a
conventional default without the anticipated transaction, as
supported by the company's adequate liquidity over the 12 months
started Sept. 30, 2023, its broad asset base in mainly shopping
malls valued at about EUR2 billion on balance sheet that could have
been used for disposals and IGD's begin financial leverage for a
real estate company. The transaction also offers significant
compensation in the form of coupon uplift with a higher coupon than
the previous unsecured notes (8.5% average yield, 7% average
coupon, versus 2.125% coupon for existing EUR400 million bond).

"We expect IGD's EBITDA-interest-coverage ratio to remain above
1.8x over the coming 12 months, consistent with our threshold for
the current 'BB' rating. As the new bond has an average yield of
8.5% (considering over par redemption) and an average coupon of
7.0%, following the transaction, the company's average cost of debt
will rise materially to about 6.0%-7.0% from 3.2% at June 2023 and
2.3% at end-2022. As a result, we forecast its
EBITDA-interest-coverage ratio will deteriorate from 3.6x at
end-2022 to 2.5x-2.8x by end-2023, then to 2.0x in 2024. This
translates into EBITDA interest coverage remaining above our 1.8x
threshold for the 'BB' rating, but with limited headroom. We
reassessed IGD's financial risk profile as significant from
intermediate previously. Also, we expect the company's
debt-to-debt-plus-equity ratio to remain comfortably below our 60%
downside trigger, despite our assumption of potential further
portfolio devaluation of 6%-7% over 2023-2024.

"The new senior unsecured notes have a 'BB' issue rating with a '3'
recovery rating. This is in line with our rating on IGD's existing
unsecured debt as well as the remaining portion of the previous
bond.

"The stable outlook reflects our view that IGD's operating
performance should remain strong over the coming 12 months,
benefitting from rising rental income amid the current high
inflation. We also expect that the company will maintain an
EBITDA-interest-coverage ratio above 1.8x over the next 12 months,
despite higher refinancing costs. At the same time, we expect the
company's weighted-average maturity to remain comfortably above
three years over the next 12 months."

S&P could consider a negative rating action over the coming 12
months if IGD's:

-- EBITDA-interest-coverage ratio deteriorated below 1.8x, in a
scenario in which the higher interest rates set the company back
more than S&P currently anticipates, or if its EBITDA is more
subdued than it expects; or

-- Debt-to-debt-plus-equity ratio did not remain well below 60%,
which could stem from a much higher portfolio devaluation than
currently anticipated; or

-- Debt to EBITDA nears or surpasses 13x; or

-- Liquidity buffer erodes or the weighted-average maturity
dropped below three years.

S&P could consider a positive rating action over the same period if
IGD's:

-- EBITDA-interest-coverage ratio improves to comfortably above
2.4x on a sustainable basis;

-- Debt-to-debt-plus-equity ratio remains well below 50%;

-- Debt to EBITDA stays below 9.5x; and

-- Portfolio shows some resilience through robust like-for-like
growth in rental income and stabilization in portfolio valuations,
while maintaining a portfolio size comparable with that of industry
peers in our 'BB+' rating category.




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

VALENCIA: S&P Alters Outlook to Positive, Affirms 'BB/B' ICRs
-------------------------------------------------------------
On Nov. 17, 2023, S&P Global Ratings revised its outlook to
positive from stable and affirmed its 'BB/B' long- and short-term
issuer credit ratings on the Autonomous Community of Valencia.

Outlook

The positive outlook reflects the possibility that Valencia's
budgetary performance and debt metrics may materially improve.

Downside scenario

S&P could revise the outlook on the ratings back to stable in the
next two years if it saw a diminished likelihood of any structural
positive developments regarding Valencia's debt or revenue
trajectory, or if a potential debt write-off and additional
resources for Valencia were insufficient for the region to
materially and structurally improve its financials.

Upside scenario

S&P said, "We could raise our ratings on Valencia if over the next
two years its budgetary performance materially improves, because of
additional and sufficient recurrent grants from the central
government to address the region's underfinancing. Our ratings on
Valencia could also improve if the region sees a debt write-off
from the central government, which, if material, could also lead to
a meaningful reduction in interest payments.

"We might also consider a positive rating action if Valencia's
exposure to commercial lenders materially decreases, thanks to
continued government funding mitigating refinancing risk."

Rationale

S&P revised its outlook on Valencia to positive from stable to
reflect the increasing possibility that Valencia could improve its
budgetary and debt metrics over the next two years. This scenario
could occur if the central government compensates Valencia for its
underfunding through additional recurring resources, while
absorbing a significant portion of Valencia's debt.

The rating is constrained by Valencia's large debt stock, which
stems from a long accumulation of structural deficits. S&P said,
"We estimate that a sizable proportion of such deficits and the
corresponding debt accumulation are directly linked to Valencia
being underfinanced by the Spanish regional financing system, which
has been overdue for reform since 2014. In our view, this reform
has been delayed because of a combination of political instability
at the national level and a variety of regional interests that have
proven difficult to reconcile." Moreover, the economic cycle has
been a constraint on available resources to redistribute across
regions.

As part of the ongoing negotiations to form a new government in
Spain, the Spanish socialist party has reached agreements with
coalition parties and nationalist parties in regions such as
Catalonia or Galicia. These agreements would see a partial
absorption of regional governments' debt and potential additional
recurring resources to Spanish regions through a reform of the
financing system or ad hoc transfers. While S&P does not yet know
the details of these measures, we anticipate that they could have a
materially positive impact on Valencia's budgetary performance and
debt metrics, if they prove sufficient to address Valencia's
structural challenges.

Valencia's creditworthiness is still constrained by underfinancing,
but a supportive framework mitigates the potential consequences

The institutional framework in which Spanish normal status regions
operate has some structural deficiencies in our view, given that
the Spanish regional financing system, which distributes resources
to Spanish regions, leaves some regions--such as
Valencia--underfinanced. That said, we think this weakness is
mitigated by a supportive central government. The central
government allows Spanish regions to finance debt repayments and
budgetary deficits through central government liquidity facilities.
The central government also has a strong track record of providing
extraordinary budgetary support to Spanish regions, as demonstrated
throughout the pandemic.

In this context, Valencia has largely benefitted from central
government sponsored liquidity facilities. In S&P's view, this
support--which comes in the form of loans--is not sufficient to
allow the region to structurally improve its finance, because it
does not address Valencia's underlying challenges.

S&P views Valencia's financial management as weak, although the new
regional government has more prudently managed the 2024 budget, and
has highlighted control cost actions to be carried throughout its
term in office. Valencia's previous financial management over
recent years decided to materially increase spending, with the aim
of converging toward national levels of spending per capita in key
public services. The region also included within the budget a claim
it made on the central government for the amount it considered it
should receive upon reform of the regional financing system. These
actions led the region to accumulate large budgetary gaps.

S&P said, "We understand that the current administration of
Valencia, governing since June 2023, has put an end to this
practice, with a budgetary approach that we view as more realistic.
That said, Valencia's new management does include in its budgets
some specific claims on the central government, which may not
materialize. We think that higher revenue from the financing system
kicking in 2024 together with more prudent financial management
practices could lead to an improvement of Valencia's operating
deficits. However, without additional recurring grants from the
central government to address Valencia's underfunding, the region
will not be able to balance its budget."

Valencia's economy is weaker than the national average. The region
continues to have somewhat weaker sociodemographic indicators, with
below average GDP per capita, although it is converging with the
Spanish average in terms of unemployment figures. These, however,
remain very high in an international context. S&P estimates that
the region's nominal GDP growth will be close to 3.9% on average
between 2023 and 2025, in line with Spain's economic performance.

Deficits will remain large while debt continues to accumulate,
absent any additional recurring transfers from the central
government or debt write-off

S&P said, "Valencia's budgetary performance will continue to be
weak through our forecast period, with large budgetary deficits.
Nevertheless, we estimate a slight improvement in the region's
operating deficits, thanks to higher revenue from the financing
system in 2023-2025. We estimate that Valencia will post an
operating deficit of 6.4%, compared with a 14.6% deficit in 2022.
The deficit after capital accounts will remain high, because
Valencia has to execute large EU funds until 2026."

Higher revenue from the financing system over 2023-2024 will
partially mitigate the decline in some of Valencia's own tax
receipts. S&P estimates a decline of about 8% of the real estate
transaction tax, and of about EUR450 million (2.5% of Valencia's
operating revenue in 2023) as a result of tax deductions (for
example, on the inheritance and donations tax and personal income
tax).

S&P said, "We forecast a moderation of expenditure growth from
2024, supported by our expectation of a return of binding fiscal
rules, lower inflation, more realistic budgeting, and cost
efficiency measures from its management."

Valencia will accelerate its execution of Recovery and Resilience
Funds from 2024; as of December 2022, it had only executed 17% of
the allocated funds. According to Valencia's new management, the
region will focus on alleviating the capital budget and use
primarily EU funds to finance capital investment in the region over
the next few years. This means that, despite our forecast of an
improvement in Valencia's operating deficits, high investments will
offset this improvement, and Valencia will continue to post large
deficits after capital accounts.

Valencia's liquidity position remains under pressure because the
region will likely post a higher deficit than the one the central
government authorized in 2023. The central government provides
immediate funding for the portion of authorized deficit for the
year, but any deviations from this are financed the following year.
S&P expects Valencia to surpass the reference deficit target of
0.3% of GDP, in national accounting terms. This means the region
must finance a part of its deficit with its own resources in cash,
short-term debt, or by running into arrears by postponing payments
to suppliers. In this context, S&P expects Valencia to draw on its
cash position, which includes EU funds, and short-term debt to
finance these mismatches.

S&P said, "We assess Valencia as having strong access to external
liquidity, given that the region can use central government
liquidity mechanisms to cover all its funding needs. We estimate
Valencia's funding needs in 2024 to reach about EUR9.6 billion, for
which the region will mostly use central government liquidity
mechanisms, short-term debt with financial institutions, and
potentially a loan from the European Investment Bank." Valencia has
recurrent access to financial institutions' financing, which it
uses to cover its short-term needs. It has EUR905 million of
confirming lines, EUR730 million of short-term credit lines, and
EUR40 million of short-term loan as of September 2023.

Valencia has a very high debt burden in both a national and
international context, owing to its large accumulation of deficits,
although 84% of its debt is in the hands of the central government,
which mitigates refinancing risk. S&P said, "We estimate
tax-supported debt ratio to reach about 300% of consolidated
operating revenue by 2025. Our debt ratios include the debt of
Valencia's related entities, public-private partnerships, and part
of its guaranteed debt. We think that Valencia's debt ratio could
improve if the central government decides to condone a material
portion of Valencia's debt."

Valencia's interest payments will increase significantly over 2024
and 2025 because of its large financing needs and debt stock,
weighing further on the region's finances. S&P estimates that
interest payments will reach 5.8% of operating revenue by 2025.
Nevertheless, in a context where Valencia's debt is absorbed by the
central government, interest payments would also decline,
supporting the region's budgetary execution over the medium to long
term.

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

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

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

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

  Ratings List

                                  TO             FROM
  RATINGS AFFIRMED; OUTLOOK ACTION  
  VALENCIA (AUTONOMOUS COMMUNITY OF)

  Issuer Credit Rating       BB/Positive/B     BB/Stable/B

  Senior Unsecured           BB                BB

  Commercial Paper           B                 B




===========
S W E D E N
===========

SAMHALLSBYGGNADSBOLAGET: S&P Places 'CCC+' ICR on Watch Negative
----------------------------------------------------------------
S&P Global Ratings placed its 'CCC+' issuer credit rating on
Swedish real estate landlord Samhallsbyggnadsbolaget i Norden AB
(SBB) on CreditWatch with negative implications, along with the
ratings on all senior unsecured notes.

In addition, S&P lowered its ratings on the company's subordinated
hybrid bonds to 'C' from 'CC' and placed them on CreditWatch
negative.

The negative CreditWatch indicates that S&P could lower the rating
to 'SD' (selective default) if debt tranches are repurchased at
values that S&P deems as less than the original promise and S&P
considers this to be distressed in nature.

S&P expects to resolve the CreditWatch placement once the company
has announced the result from the tender offer.

SBB announced voluntary tender offer of up to EUR600 million across
all of its euro-denominated hybrid and senior unsecured bonds
maturing between 2024 and 2040.

S&P said, "The negative CreditWatch reflects the likelihood that we
may view the transaction as tantamount to default. On Nov. 16, SBB
announced a tender offer via an unmodified Dutch auction on all of
its euro-denominated outstanding hybrid and euro-denominated senior
unsecured bonds. We understand the offer is limited to a maximum
purchase amount of EUR600 million and subject to the successful
completion of the EduCo transaction, with cash proceeds of Swedish
krona (SEK) 8 billion, to be received before settlement date of the
tender offer transaction. We understand the tender offer deadline
will be Nov. 22, and the settlement date on Nov. 27. The offer is
subject to a minimum price for each debt tranche, and the amount
accepted for purchase in each tranche, as well as the overall debt
repurchased, will be determined and can be changed at SBB's sole
discretion.

"We may view purchases of certain tranches conducted at substantial
discounts to par as tantamount to default. We will consider whether
the transactions would involve investors receiving less than the
original promise, and whether there is a realistic possibility of a
conventional default on the instruments subject to the transaction,
over the near to medium term, if the repurchases do not take place.
We may determine that a default has occurred even though the tender
offers involve a Dutch auction process, where investors voluntarily
choose the amount and price at which they are willing, if at all,
to tender.

"SBB's liquidity will remain weak following the transaction. This
is because SBB will continue facing significant debt maturities
over 2024 and 2025 and we believe its access to capital market
remains remote. Asset sales remain the most likely path to
deleveraging and managing the maturity wall in the foreseeable
future.

"Moreover, we still view SBB's capital structure as unsustainable
over the longer term until the company can demonstrate a sustained
capital structure stability and an improved liquidity position
through access to diversified funding sources or timely asset
sales. We believe execution of these steps is challenging and
carries a high degree of uncertainty under current circumstances.

"We believe SBB will very likely defer hybrid coupon payments
within the next 12 months. We also believe that there is a high
likelihood the company will defer hybrid coupon payments within the
next 12 months, especially after the payment of the common dividend
of SEK2.1 billion, expected during the second quarter of 2024. As
stated by management in its third-quarter report, the company will
remain cautious toward hybrid coupon payments until its financial
position has improved. Therefore, we have lowered our issue ratings
on the subordinated debt to 'C' from 'CC' and placed them also on
CreditWatch with negative implications.

"The negative CreditWatch placement reflects the likelihood that we
may view some of the repurchases of tranches subject to the tender
offer as tantamount to default. As part of the CreditWatch listing,
we will evaluate whether or not lenders of the tendered bonds are
receiving meaningfully less than the original promise, and whether
there is a prospect of conventional default in the near to medium
term if the tender offer is not accepted.

"We expect to resolve the CreditWatch once we have greater clarity
on the final acceptance ratio per tranche, pricing and tendered
amounts. We would likely lower the issuer credit rating to 'SD' if
the final outcome of the tender offer on senior bonds is viewed as
tantamount to a default according to our criteria. If SBB does not
achieve sufficient acceptance on its tender offer or if lenders
receive a tendered price that under our criteria would not be seen
as distressed or less than the original promise, we would likely
affirm the issuer credit rating at 'CCC+', subject to assessment of
the company's liquidity position and if there were no specific
scenarios of default envisioned over the next 12 months."




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

MERSIN ULUSLARARASI: Fitch Assigns B Final Rating to Sr. Unsec Debt
-------------------------------------------------------------------
Fitch Ratings has assigned Mersin Uluslararasi Liman Isletmeciligi
A.S.'s five-year USD600 million US dollar-denominated senior
unsecured debt issue a final rating of 'B'. The Outlook is Stable.

RATING RATIONALE

Mersin's dominant market position in its catchment area, its
location and strong connectivity to its industrial hinterland and
its diversified goods mix mitigate the volatility of its domestic
and export market. Its weak, single-bullet debt structure weighs on
the rating, although the refinancing risk associated with the
bullet bond is largely mitigated by its moderate leverage.

Mersin's rating remains capped by Turkiye's Country Ceiling of 'B'
and aligned with the sovereign rating due to the port's linkages to
the country's economic and regulatory environment.

KEY RATING DRIVERS

Industrial Hinterland, Exposed to Macroeconomic Volatility -
Revenue Risk (Volume): Midrange

Mersin is Turkiye's largest export-import port and the largest port
in terms of containerised throughput. The volume mix is diversified
and balanced between imports and exports, but volatile. The port
benefits from an industrial hinterland and has annual container and
conventional cargo capacity of 2.6 million 20-foot equivalent unit
(TEUs) and 10.0 million tons, respectively.

Mersin lost some of its market share between 2015 and 2020 to its
main competitor, Limak Iskenderun Uluslararasi Liman Isletmeciligi
A.S. (B/Rating Watch Negative), due to the latter's competitive
rates. The market share has fluctuated slightly over the past three
years and Fitch expects it to stabilise at 2020 levels from 2024.

Unregulated US Dollar Tariffs - Revenue Risk (Price): Midrange

Mersin's concession provides almost full pricing flexibility, with
restrictions only against excessive and discriminatory pricing, for
which there is no history of enforcement and historically Mersin
has been able to increase tariff. The typical contract length with
Mersin's customers is on average short at one to two years and
includes volume-related incentives.

Its fees are almost 100% set and largely paid in US dollars. The
remaining local-currency payments are settled weekly in dollars so
depreciation of the Turkish lira does not have much direct impact
on Mersin's tariffs. Most operational expenses are lira-denominated
and Mersin successfully passed on its increased costs of operations
in inflationary periods to customers through tariff adjustments.
However, the operating margin has declined in 2023 as a result of
significant inflationary pressures. Fitch considered these factors
in the rating case.

Extensive Investment Plan - Infrastructure Development and Renewal:
Midrange

Mersin's current container handling capacity is 2.6 million TEUs.
After the completion of its East Mediterranean Hub (EMH) Phase I in
2016, it began constructing phase two of the East Mediterranean Hub
Project (EMH II). By end-2023, it aims to have built additional
berth capacity with up to 18 metres depth. The project is scheduled
to be completed in 2026. EMH II will further enhance the company's
competitiveness in the region and increase container handling
capacity from to 3.6 million TEUs. Fitch has not included material
additional volume growth from this investment in the rating case.

Last year, Mersin launched the Gate & Highway Connection Project to
improve traffic access by allowing trucks to enter and exit Mersin
Port directly from the highway. The project is expected to be fully
completed by 2Q24.

Mersin Port's infrastructures were not affected by the earthquakes
in February 2023 in the region.

Refinance Risk, Unsecured Debt - Debt Structure: Weaker

Mersin has issued a five-year 8.5% yield (coupon 8.25%) USD600
million US dollar-denominated bullet bond to refinance the existing
USD600 million outstanding debt maturing in November 2024. No
material covenants protect debt holders, apart from a 3.0x net
debt/EBITDA incurrence-based covenant. The senior debt does not
benefit from a security package.

Financial Profile

Under Fitch's rating case, projected net debt/EBITDA will average
around 2.0x between 2023 and 2027. Leverage is low but Mersin's
rating is capped by Turkiye's Country Ceiling and aligned with the
sovereign rating.

PEER GROUP

Mersin's main peer is Limak, which also operates in the eastern
Mediterranean. Limak is an export-import-oriented port with lower
tariffs than Mersin due to its need to compete on price versus
bigger ports in the region, including Mersin. Limak's debt
structure is fully amortising compared with Mersin's bullet debt
structure, so it is not exposed to refinancing risk. Limak's
operations were temporarily halted after the earthquake hit Turkiye
in February 2023 and partially resumed operations in April with a
target for a return to full operations by end-2023.

RATING SENSITIVITIES

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

- Negative action on Turkiye's sovereign rating and Country
Ceiling.

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

- Positive action on Turkiye's sovereign rating and Country
Ceiling.

TRANSACTION SUMMARY

Mersin has issued a five-years 8.5% yield (coupon 8.25%) USD600
million US dollar-denominated bond to refinance the existing USD600
million bond, maturing in November 2024.

CREDIT UPDATE

Performance Update

In 2022, container and conventional cargo volumes declined by 3.6%
and 3.3%, respectively. Despite the volume declines, revenue
increased by 9.8% for container segment and 15% for conventional
cargo due to tariff adjustments and increase in container storage
revenue. As a result, EBITDA rose by 8.3% while EBITDA margin
declined slightly by 1% from both 2021 and 2020.

The earthquakes in 1H23 did not have a material adverse effect on
Mersin Port's throughput and tonnage or the company's results.
Similar to 2022, despite the decline in container and cargo
volumes, revenue increased by 14% year-on-year in 1H23 due to
tariff and container storage revenue increases. EBITDA margin
declined to 67% due to inflationary costs and increased external
land trucking activities in 2023.

EMH II is planned to be completed by 1Q26, but the company will
start to benefit from additional capacity of the project from 2H25,
with projected investment of US455 million. Approximately USD250
million has already been contracted, and another USD140 million is
anticipated to be contracted by end-2023. In addition, Mersin
launched the Gate Highway Project, a US27 million project that will
deploy 10 smart gates using modern technology, and facilitate
direct highway access, thereby alleviating city and port traffic
and reducing truck waiting times.

FINANCIAL ANALYSIS

Fitch's rating case assumes annual volume growth at 2.0% CAGR
between 2023 and 2027, and prices to grow at around the rate of
inflation. Other revenues should grow in line with volumes. Costs
increase as a function of lira and US dollar inflation, growing at
7.7% between 2022 and 2027. Fitch forecasts the EBITDA margin from
2024 at the same level as 2023, despite modest increases in US
dollar-denominated tariffs assumed under its rating case.

Mersin's management forecasts total capex of USD625 million between
2023 and 2027, including maintenance and expansionary capex. Fitch
stressed this amount in the Fitch rating case. Its forecast
includes the issued US dollar-denominated bond issuance, the
proceeds of which, together with cash available on the balance
sheet, will refinance the existing bond and be used for general
corporate purposes, including capex. The rating case forecasts
average net debt/EBITDA at around 2.0x between 2023 and 2027.

Dividends will be distributed according to management's policy of
distributing the maximum amount available each year while
maintaining a cash balance of USD25 million.

Asset Description

Mersin Port is a transportation hub located in the city of Mersin,
in southern Turkiye at the northeast corner of the Mediterranean
Sea. Mersin is Turkiye's largest port by import/export container
throughput. It occupies an area of approximately 124 hectares, It
has eight container and 13 multi-purpose berths, and can handle a
range of dry bulk, liquid bulk, containers and roll-on, roll-off
cargo.

ESG CONSIDERATIONS

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

   Entity/Debt             Rating           Prior
   -----------             ------           -----
Mersin Uluslararasi
Liman Isletmeciligi
A.S.

   Mersin
   Uluslararasi
   Liman Isletmeciligi
   A.S./Debt –
   Expected Ratings
   /1 LT                  LT

   USD 600 mln 8.25%
   bond/note 15-Nov-
   2028 590454AC8         LT B New Rating   B(EXP)

TURK HAVA: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on Turk Hava Yollari A.O. (Turkish Airlines). The rating continues
to be capped by the rating on the sovereign because S&P views the
airline as a government-related entity (GRE), which would not be
sufficiently protected against extraordinary negative government
intervention. S&P also affirmed its 'B (sf)' issue rating on
Turkish Airlines' 2015-1 enhanced equipment trust certificates
(EETCs).

S&P said, "At the same time, we revised upward our assessment of
Turkish Airlines' stand-alone credit profile (SACP) by one notch to
'bb' from 'bb-'. We now forecast that the airline's S&P Global
Ratings-adjusted funds from operations (FFO) to debt will remain
above 30% in full years 2023 and 2024, with ample headroom. FFO to
debt will benefit from higher yields and volumes, which
significantly exceed pre-pandemic levels in the current year, and
continued forecast growth in 2024."

The stable outlook on Turkish Airlines mirrors that on Turkiye and
reflects the sovereign's creditworthiness and the central bank of
Turkiye's reimposition of orthodox monetary policy settings.

S&P said, "We revised upward our assessment of Turkish Airlines'
SACP to 'bb' from 'bb-'. The airline reported a strong operational
performance in the first nine months of 2023. Load factors and
capacity levels exceeded pre-pandemic levels, supported by
continuously high yields. Under our base-case forecast, we think
this will continue to support an improvement in Turkish Airlines'
credit metrics, with FFO to debt averaging above 40% in 2023 and
2024. Key demand drivers include higher passenger volumes to the
Americas, Turkiye's increased tourism attractiveness after the
pandemic, and a late resurgence of air travel to Asia, which we
expect will continue in 2024. We forecast Turkish Airlines'
passenger volume growth will naturally decelerate in 2024, compared
with recent years. Yet, we think ticket prices will likely remain
above pre-pandemic levels. This is because industry-wide capacity
will remain relatively constrained because of delays in aircraft
deliveries, a shortage of jet engines and spare parts, and the
recent Pratt & Whitney engine issues. Somewhat lower jet fuel
prices, which we assume will average $85 per barrel for the
remainder of the year and over 2024, have largely contributed to a
relative decrease in Turkish Airlines' unit costs. Prices remain
high and volatile, but the company has managed to mitigate the
negative effect of increasing fuel prices in recent months, thanks
to its hedging and pass-through capabilities. We estimate the
company will maintain an above-industry-average adjusted EBITDA
margin in the 21%-25% range in full years 2023 and 2024.

"Geopolitical and macroeconomic uncertainties present risks to our
base-case forecast. We think the Israel-Hamas war will likely only
have a marginal effect on tourism in Turkiye because the
geographical distance between the conflict zone and Turkiye is
relatively large. Even so, we believe the war will cause some
uncertainties about current and future travel demand in the Middle
East, particularly in neighboring countries. Turkish Airlines
generates close to 10% of its revenues in the Middle East. That
said, the airline sector's asset and capacity mobility enable the
company to reduce the conflict's effect by transferring capacity to
other regions when necessary. Moreover, lingering macroeconomic
worries, particularly high inflation in Turkiye, will keep putting
pressure on the airline's cost base. Excluding fuel costs, Turkish
Airlines recorded a year-on-year unit cost increase of 12% in the
third quarter of 2023. Labor costs and personnel compensation
adjustments due to high inflation were the main drivers for the
increase.

"Our sovereign rating on Turkiye continues to cap our issuer credit
rating on Turkish Airlines. This is because we view Turkish
Airlines as a GRE. As such, the company does not benefit from
sufficient protection against extraordinary negative government
intervention. Most importantly, the airline has a strong link with
the Turkish government. Turkish Airlines is the country's top
service exporter and generator of foreign-currency earnings. It is
49.12%-owned by Turkiye Wealth Fund, one class C share is held by
Turkiye's Ministry of Treasury and Finance Privatization
Administration, and the remaining 50.88% of shares are publicly
traded. On Oct. 5, 2023, we revised our outlook on Turkish Airlines
to stable from negative and affirmed our 'B' long-term issuer
credit rating, following the outlook revision on Turkiye to stable
from negative on Sept. 29, 2023.

"The stable outlook on our rating on Turkish Airlines mirrors that
on the sovereign rating.

"We would lower the rating on Turkish Airlines if we lowered the
rating on Turkiye, for example if pressure on Turkiye's financial
stability or wider public finances increased further, potentially
in connection with renewed currency depreciation.

"We could also lower the rating if Turkish Airlines' adjusted FFO
to debt fell below 6% on a sustainable basis. We view this as
unlikely, due to the airline's ample headroom above this trigger."
Nevertheless, it could result from:

-- An unexpected and significant decline in passenger revenue if
mounting inflation curbs consumer confidence and travel
affordability, or if geopolitical tensions escalate;

-- A steeper decline than we expect in cargo revenue; or

-- Significantly higher fuel and labor costs than we expect, with
only a limited ability to pass through higher costs to customers.

S&P could raise the rating on Turkish Airlines if it took a similar
rating action on Turkiye. This would also depend on Turkish
Airlines' SACP not deteriorating unexpectedly in the meantime.

Environmental factors are also a moderately negative consideration,
again, as they are for the broader airline industry, reflecting
pressures to reduce greenhouse gas emissions. As a result, Turkish
Airlines has a strong incentive to continuously renew its fleet
with more fuel-efficient aircraft, which should reduce CO2
emissions per passenger but will translate to higher capex. Turkish
Airlines' average fleet age is about nine years, younger than
Deutsche Lufthansa's 12 years and International Airlines Group's 11
years.




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

ASTON MIDCO: S&P Downgrades ICR to 'CCC+', Outlook Stable
---------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Advanced's
holding company U.K. Software Provider Aston Midco and the issue
rating on its debt to 'CCC+' from 'B-'.

S&P said, "The stable outlook reflects our view that the company's
cost-saving efforts, solid growth, and lower exceptional costs will
lead to free operating cash flow (FOCF) approaching break-even in
fiscal 2025, while short-term liquidity is supported by
contributions from shareholders.

"The downgrade reflects our view that Advanced's capital structure
is unsustainable absent successful turnaround. We expect Advanced's
metrics will remain depressed over the next 12 months after
operating underperformance in fiscal 2023 and considering high
exceptional costs required to realize future efficiencies. Adjusted
debt to EBITDA of above 10x, coupled with negative FOCF and EBITDA
interest coverage below 1x before exceptional costs expected in
fiscal 2024 leaves little room for operating underperformance. With
minimal availability of the revolving credit facility (RCF) and
ongoing cash burn, available liquidity has weakened since the end
of fiscal 2022. For fiscal 2024, we forecast lower adjusted EBITDA
of just GBP56 million (about GBP100 million before exceptional
costs and management add-backs, and after capitalized development
costs), with an interest burden of about GBP119 million for the
same year. This results in EBITDA interest coverage of only 0.5x
(about 0.8x before exceptional costs), significantly lower than
fiscal 2022 metrics when coverage was about 1.5x. If Advanced
successfully executes its turnaround plan, we think it will reach
interest coverage of more than 1x during the second half of fiscal
2025.

"Advanced implemented a strong turnaround plan during September
2023. We expect this plan to enable it to reduce operating expenses
by about GBP26 million per year from fiscal 2025, and that GBP6
million-GBP7 million of this will materialize in the latter half of
fiscal 2024. The cost-saving measures being implemented during
fiscal 2024 are a combination of headcount reduction, research and
development (R&D), discontinuance of legacy products, and the exit
of third-party data centers. These cost reductions should result in
recovery of the adjusted EBITDA margin toward 30% in fiscal 2025,
following two years of weak margins at just 14%-16%. In our base
case, we forecast these improvements in EBITDA will result in
adjusted debt to EBITDA falling to about 10x at fiscal year-end
2025, from a temporary peak of 20x expected at the end of fiscal
2024.

"Shareholders' support and an RCF extension provide a liquidity
buffer in the high interest rate environment. We view the GBP50
million equity injection during fiscal 2024 from shareholders,
Vista and BC Partners, as supportive to liquidity and a positive
signal for potential additional temporary support. The additional
cash alleviated tighter liquidity than expected, as a result of
weaker EBITDA coupled with a high interest burden. At the same
time, the maturity on the revolver was extended to July 2026 from
October 2024 and a new minimum liquidity covenant test of GBP15
million was introduced. The extension was executed 13 months ahead
of maturity, with no near-term concern for covenant breach as
distressed and default was not imminent at the time. Although we
believe liquidity will remain tight over the next 12 months,
Advanced has several levers to meet the new covenant test,
including working capital management. In addition, the recent
equity injection is in line with Advanced's track record of
shareholder support."

Advanced's new commercial strategic plan will help sales growth and
customer retention. Advanced has gone live with its renewed
strategy that includes a new go-to-market salesforce structure
split by customer (rather than product) to help increase cross
selling. At the same time, the company is improving its focus on
key accounts. In addition to these changes, as a result of the
August 2022 cyber-attack, remedies have been taken, including
strengthening of cybersecurity with the introduction of a Chief
Information Security Officer and Global Data Protection Officer.
S&P does not expect any additional churn from the attack in fiscal
2024 and have already seen Advanced tracking ahead of its six-month
budget.

Advanced already benefits from relatively high customer loyalty,
with sticky demand for its software. This has helped raise client
retention to about 90%, while recurring revenue represents about
80% of the total, which gives it good revenue visibility.

The stable outlook reflects S&P's view that the company's
cost-saving efforts, solid growth, and lower exceptional costs will
lead to FOCF approaching break-even in fiscal 2025, while
short-term liquidity is supported by contributions from
shareholders.

Downside scenario

S&P said, "We could lower the rating if we expected Advanced to
face a default scenario over the next 12 months, including a missed
interest payment or distressed debt exchange. This could occur if
the company was unable to reduce its operating and exceptional
costs as planned, leading to a much larger cash burn than we
currently forecast. We could also lower the rating if we saw
increased tightening of covenant headroom."

Upside scenario

S&P said, "We see limited rating upside over the next 12 months,
given the company's high leverage and negative FOCF under our
current base case. We could raise the rating if Advanced materially
and sustainably improved its adjusted EBITDA margins and generated
break-even FOCF, and at the same time EBITDA interest coverage of
comfortably above 1.0x."


BENCHMARK: MHA Could Not Immediately Restart Trading at Alpamare
----------------------------------------------------------------
Stuart Minting at The Scarborough News reports insolvency
consultants MHA said North Yorkshire Council had been advised it
could not immediately restart trading at Alpamare water park in
Scarborough following the firm behind the development, Benchmark
Leisure, going into administration last month.

However, the council has been advised the water park and other
assets developed by Benchmark, including Scarborough Open Air
Theatre, would revert to them, The Scarborough News relates.

MHA, which has confirmed Benchmark received a loan in the form of a
lease from Scarborough Borough Council in 2013, has told its
successor authority North Yorkshire that the water park was not
needed for the purpose of administration, as a firm formerly known
as Alpamare had been the facility's operating company, The
Scarborough News discloses.

MHA is examining what, if anything, is owed to Benchmark's
creditors, The Scarborough News notes.

The development comes days after a full meeting of North Yorkshire
Council heard the authority would launch a detailed investigation
into the GBP9 million deal which led to the water park being built
for a reported GBP14 million, amid claims the venture was based on
an "unrealistic" forecast of about 10,000 visitors a week, The
Scarborough News states.

The meeting heard many residents wanted to see the facility, which
has hosted swimming lessons and fitness classes, reopened as soon
as possible, The Scarborough News relays.

In 2022, it was claimed Benchmark owed GBP7.8 million of public
money and financial documents show a statutory demand from the
council had passed leading to a threat of a winding up petition,
The Scarborough News recounts.

According to The Scarborough News, MHA said a lot of Benchmark's
debt related to the Covid lockdown periods and times when utility
costs went up significantly and if the water park was equated to
the value of the amount of money outstanding "it should not be a
significant loss to the public purse".

Administrators said following its closure, Benchmark's parent
company, Abbey Group, was maintaining the facility, which opened in
2016 and features an outdoor infinity pool overlooking the North
Sea and a four-person waterslide, keeping the pools heated and
employing a skeleton staff, The Scarborough News relates.

"Administrators cannot market the asset it because Benchmark did
not own it due to the form of the lease," The Scarborough News
quotes an MHA spokesman as saying.

"Administrators have looked to see if it is viable to restart
trading and sought funding from the council and the parent company,
but neither came forward with funding.  The water park has been
offered up back to the council effectively.  The ball is very much
in their court.

"The fact that the principle asset reverts to them, along with a
number of other assets which have been enhanced such as the outdoor
theatre, the administrator's role is to go through the detailed
contractual position and work out if there is a realisation to be
made for Benchmark's creditors.

"If the council is now sitting on the lease -- or might well be
shortly as it has a few procedures to go through -- it looks if the
council gets the site back they've got quite a valuable asset.

"I don't think they are going to be significantly exposed, which is
obviously good for the public purse, but then the question becomes
what happens to the funds that have been invested as the various
sites have been through the various developments?"


BRITISHVOLT: May Face Liquidation After Ex-Employees File Suit
--------------------------------------------------------------
Peter Campbell at The Financial Times reports that the owner of UK
battery start-up Britishvolt risks being wound up within weeks
after one of its former employees started legal action in an
attempt to reclaim months of unpaid wages, according to people
familiar with the situation.

The former employee of Recharge Industries on Nov. 13 served a
so-called statutory demand on the company, which gives it 21 days
to pay them the outstanding wages, the FT relates.

If the debt is not cleared, the former employee would be entitled
to go to court to pursue bankruptcy proceedings against Recharge,
the FT notes.

Several employees of Recharge earlier told the FT they believed
Britishvolt may be "trading while insolvent" -- legal terminology
for where a company cannot meet its bills -- and said that staff
had not been paid for at least four months.

Britishvolt, founded in 2019, was seen as crucial to the UK's hopes
of developing battery research and manufacturing to support the
country's car industry as it shifts towards making electric
vehicles.

But the company, which struggled to raise financing, collapsed into
administration in January after running out of money, the FT
recounts.

In February, Australian entrepreneur David Collard's Recharge
agreed to buy Britishvolt for GBP8.6 million, and subsequently made
an initial payment of GBP6.1 million, the FT relays.

However, Collard has been unable to raise financing to pay the
outstanding GBP2.5 million for Britishvolt, the FT discloses.

Mr. Collard was selected by Britishvolt administrators EY as the
most suitable buyer of the company, with a vision to resurrect it,
the FT notes.

Recharge has also not purchased land earmarked by Britishvolt for a
battery factory site at Blyth in Northumberland, and would have to
raise billions of pounds to construct a plant, the FT states.  The
holders of the land have begun looking for new owners, according to
the FT.

About 26 employees of Britishvolt joined Recharge, but most have
since left, the FT relates.

While some current and former staff have lodged complaints to an
employment tribunal about unpaid wages, another ex-employee has
filed the statutory demand as an alternative way of trying to force
Recharge to meet its debt, according to the FT.

Mr. Collard told Recharge staff this month that he was close to
securing fresh investment for Britishvolt, the FT recounts.


BRYMOR GROUP: Owners Lays Off Half of Workers
---------------------------------------------
Grant Prior at Construction Enquirer reports that the owners of
Hampshire based contractor Brymor Group Southern have suddenly made
half their staff redundant.

The Enquirer has seen the letter sent to around 30 staff last week
telling them they no longer have jobs as the company restructures
amid a work drought.

According to The Enquirer, workers affected are understood to be at
all levels from directors down with some having worked for the
business for more than 20 years.

The firm was formerly known as Brymor Construction which went into
administration last year when it was acquired by investment company
Portchester Equity, The Enquirer discloses.

"The company, although still trading at this present time, have
failed to make any redundancy or notice payments, to any of the
staff that were made redundant, despite being legally bound and
contractually obliged to do so," The Enquirer quotes one worker as
saying.


CASTELL 2023-2: S&P Assigns BB+ (sf) Rating to Class X-Dfrd Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its ratings to Castell 2023-2 PLC's
class A1, A2, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and X-Dfrd
notes. At closing, Castell 2023-2 also issued unrated class G-Dfrd
and H notes, as well as RC1 and RC2 residual certificates.

The assets backing the notes are U.K. second-lien mortgage loans.
Most of the pool is considered prime, with 91.92% originated under
UK Mortgage Lending's prime product range. Additionally, 1.35% of
the pool refers to loans advanced to borrowers under UK Mortgage
Lending's "near prime" product, with the remaining 6.73% loans
advanced to borrowers under its "Optimum+" product. Loans advanced
under the "near prime" or "Optimum+" product range have lower
credit scores and potentially higher amounts of adverse credit
markers, such as county court judgments, than those under the
"prime" product range, and borrowers pay a higher rate of interest
under these products.

The transaction benefits from liquidity provided by a liquidity
reserve fund, and principal can be used to pay senior fees and
interest on the notes subject to various conditions.

Credit enhancement for the rated notes consists of subordination.

The transaction incorporates a swap with a fixed schedule to hedge
the mismatch between the notes, which pay a coupon based on the
compounded daily Sterling Overnight Index Average, and the loans,
which pay fixed-rate interest before reversion.

At closing, the issuer used the issuance proceeds to purchase the
full beneficial interest in the mortgage loans from the seller. The
issuer grants security over all of its assets in the security
trustee's favor.

At closing, a prefunding amount of about GBP25 million was
available until the first interest payment date in December 2023 to
include the loans originated in October 2023. S&P's analysis of the
portfolio considers this prefunding amount.

There are no rating constraints in the transaction under S&P's
counterparty, operational risk, or structured finance sovereign
risk criteria. S&P considers the issuer to be bankruptcy remote.

Pepper (UK) Ltd. is the servicer in this transaction. In S&P's
view, it is an experienced servicer in the U.K. market with
well-established and fully integrated servicing systems and
policies. It has its ABOVE AVERAGE ranking as a primary and special
servicer of residential mortgages in the U.K.

In S&P's analysis, it considered the current macroeconomic
forecasts and forward-looking view of the U.K. residential mortgage
market through additional cash flow sensitivities.

  Ratings

  CLASS      RATING*     CLASS SIZE (MIL. GBP)

  A1         AAA (sf)       213.748

  A2         AAA (sf)        11.250

  B-Dfrd     AA (sf)         18.749

  C-Dfrd     A (sf)          16.499

  D-Dfrd     BBB (sf)        13.499

  E-Dfrd     BB (sf)          5.999

  F-Dfrd     B+ (sf)          4.499

  G-Dfrd     NR               8.249

  X-Dfrd     BB+ (sf)         5.999

  H          NR               7.508

  RC1 Certs  NR                 N/A

  RC2 Certs  NR                 N/A

*S&P Global Ratings' ratings address timely receipt of interest
and ultimate repayment of principal on the class A1 and A2 notes,
and the ultimate payment of interest and principal on all other
rated notes. S&P's ratings also address timely interest on the
rated notes when they become most senior outstanding. Any deferred
interest is due immediately when the class becomes the most senior
class outstanding.
NR--Not rated.
N/A--Not applicable.


MORTIMER BTL 2023-1: Fitch Assigns 'B(EXP)sf' Rating to Cl. X Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Mortimer BTL 2023-1 PLC's notes expected
ratings.

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

   Entity/Debt        Rating           
   -----------        ------           
Mortimer BTL
2023-1 plc

   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
   X              LT B(EXP)sf    Expected Rating

TRANSACTION SUMMARY

Mortimer BTL 2023-1 PLC is a securitisation of buy-to-let (BTL)
mortgages originated in England, Wales and Scotland by LendInvest
BTL Limited (LendInvest), which entered the BTL mortgage market in
December 2017. LendInvest is servicer for the pool with day-to-day
servicing activity delegated to Pepper (UK) Limited.

KEY RATING DRIVERS

Prime BTL Underwriting: LendInvest operates a two-tier lending
policy in line with prime BTL lenders. All loans require a full
valuation and LendInvest applies loan-to-value (LTV) and interest
cover ratio (ICR) tests. For tier one products, LendInvest excludes
borrowers with adverse credit while some adverse credit is
permitted for tier two lending. Loans in this pool are almost
entirely tier one. LendInvest has now reached more than five years
of operations having advanced BTL mortgages since December 2017.
Fitch has made an originator adjustment of 1.0x, in line with other
prime BTL lenders.

Fixed Hedging Schedule: The issuer will enter into a swap at
closing to mitigate the interest rate risk arising from fixed-rate
mortgage loans prior to their reversion date. The swap will be
based on a defined schedule assuming no defaults or prepayments,
rather than the balance of fixed-rate loans in the pool. In the
event that loans prepay or default, the issuer will be over-hedged.
The excess hedging is beneficial to the issuer in a rising
interest-rate scenario and detrimental when interest rates are
falling.

No Product Switches Permitted: No product switches are allowed to
be retained in the pool and product switches will be repurchased.
This mitigates the risk of pool migration towards lower yielding
assets and the need for additional hedging.

Unhedged Basis Risk: The provisional pool includes 17.7% of loans
linked to Bank of England base rate (BBR), 8% to synthetic Libor
and the remainder 74.3% are fixed rate reverting either to BBR or
synthetic Libor. With the expected discontinuation of synthetic
Libor in March 2024, LendInvest expects to replace synthetic Libor
with BBR for the legacy loans, in line with the new originations.
Fitch has assumed that all floating-rate loans will be eventually
linked to BBR and has stressed the transaction cash flows for basis
risk between BBR and SONIA as the notes pay daily compounded SONIA,
in line with its criteria.

Fixed Loans Reversions Affect CPR: The majority of the fixed-rate
loans have a tenor of five to 10 years, with only a limited amount
of loans reverting in the first year. Fitch therefore expects
prepayments (CPR) to remain low from 2025 until 2028. In
combination with the current high interest rate environment, this
limits the potential excess spread compression and the risk of
over-hedging arising from high CPR in the early years of the
transaction.

Fitch has considered several sensitivities to alternative evolution
of high CPR in the first five years of the transaction against the
criteria assumptions. In a variation to the rating determination in
the UK RMBS Rating Criteria Fitch decided to assign ratings two
notches above the model-implied ratings for the class B to X
notes.

Unrated Seller: As LendInvest is not rated by Fitch, Fitch is
unable to ascertain its ability to make substantial repurchases
from the pool in the event of a material breach of representations
and warranties (R&Ws). Fitch sees mitigating factors to this,
principally the materially clean re-underwriting and agreed-upon
procedures (AUP) reports, which make a significant breach of R&Ws a
sufficiently remote risk.

RATING SENSITIVITIES

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

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

In addition, unexpected declines in recoveries could result in
lower net proceeds, which may make certain notes' ratings
susceptible to negative rating action depending on the extent of
the decline in recoveries. Fitch found that a 15% increase to the
weighted average foreclosure frequency (WAFF) increase and a 15%
decrease to the weighted average recovery rate (WARR) decrease
would result in a model-implied downgrade of up to two notches on
the class A and D notes, and three notches on the class B, C, E and
X notes.

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

Stable-to-improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE levels and, potentially,
upgrades. Fitch found that a decrease in the WAFF of 15% and an
increase in the WARR of 15%, would imply upgrades of no more than
one notch to the class D and E notes. The class A notes at 'AAAsf'
cannot be upgraded.

CRITERIA VARIATION

Fitch has applied a criteria variation to the rating determination
language in the UK RMBS criteria. While the criteria would allow a
rating committee to assign a rating one notch above or below the
relevant MIRs, Fitch has assigned the class B to D notes a rating
two notches above their MIRs.

The rationale is supported by several sensitivities to the high
prepayment scenarios to address a more realistic evolution over
time mirroring the roll-off profile of fixed-rate loans. It is
standard in UK RMBS transactions (including previous Mortimer
transactions) to observe prepayments evolutions, which are flat
during the fixed rate period and increase when loans revert to
floating-rate. At the assigned ratings, the class B to E notes are
only failing three scenario combinations of decreasing interest
rates and high prepayments, which are more remote given the current
high rate environment.

Fitch has applied a criteria variation to the rating determination
language in UK RMBS criteria also for the class X notes. Where a
MIR below 'B-sf' is achieved the rating committee can assign a
rating of between 'Csf' and 'B-sf'. Fitch has assigned the class X
notes a rating of 'Bsf' supported by a sensitivity where decreasing
interest-rate scenarios do not reach a negative plateau. Fitch
observed that in this scenario, the class X notes are repaid within
few years and can sustain a 'Bsf' rating. Similar to the class B to
D notes, the class X notes are only failing two scenario
combinations of decreasing interest rates and high prepayments,
which are more remote given the current high rate environment.

DATA ADEQUACY

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

Fitch 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.

NRI CIVILS: Goes Into Administration
------------------------------------
Grant Prior at Construction Enquirer reports that Corby based
groundworks specialist NRI Civils Ltd has gone into
administration.

The firm had worked at a Barratt housing job in Cambridgeshire
where 83 new homes are being demolished because of faulty
foundations, Construction Enquirer discloses.

The faults were originally thought to affect 36 new homes on the
site, Construction Enquirer states.

But Barratt has now submitted a planning application to Cambridge
City Council for the demolition of 83 homes "due to necessary
changes to the built foundations", Construction Enquirer notes.

NRI had been in business for more than 10 years and had an
estimated turnover of GBP11 million.

According to Construction Enquirer, the company is now in the hands
of PBC Business Recovery & Insolvency.


TOWD POINT 2023: S&P Assigns B- (sf) Rating to Class F-Dfrd Notes
-----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Towd Point Mortgage
Funding 2023 - Vantage 3 PLC's (TPMF 2023-VA3) class A1, A2,
B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes. At closing, TPMF
2023-VA3 will also issue unrated class Z and XB certificates.

TPMF 2023-VA3 securitizes a U.K. nonconforming pool of residential
mortgage loans (first-ranking owner-occupied and buy-to-let). It
entirely includes the outstanding collateral of an already-rated
transaction, Towd Point Mortgage Funding 2019 - Vantage2 PLC
(issued in November 2019). S&P has received loan-level data as of
Oct. 31, 2023.

The notes pay interest quarterly on the interest payment dates in
February, May, August, and November, beginning in February 2024.
The rated notes pay interest equal to compounded daily SONIA plus a
class-specific margin with a further step-up in margin following
the optional call date in November 2026. All of the notes reach
legal final maturity in February 2054.

The issuance of further class A1 notes is allowed, as long as the
sum of the class A1 and A2 notes does not increase (i.e., they can
interchange the balances as long as total balance outstanding on
the class A1 and A2 notes does not increase). Considering the
combined balance of the class A1 and A2 notes does not increase
above the levels considered in our analysis and these notes pay pro
rata and pari passu basis in the interest and principal priority of
payments, this additional issuance of class A1 notes to redeem
class A2 notes will, by itself, not affect the ratings on the
notes.

S&P's ratings address the timely payment of interest and the
ultimate payment of principal on the class A1 and A2 notes and the
ultimate payment of interest and principal on the other rated
notes.

  Ratings

  CLASS      RATING      AMOUNT (MIL. GBP)

  A1         AAA (sf)      15.760

  A2         AAA (sf)     297.422

  B-Dfrd     AA (sf)       20.661

  C-Dfrd     A (sf)        21.749

  D-Dfrd     BBB (sf)      13.049

  E-Dfrd     BB (sf)       13.049

  F-Dfrd     B- (sf)        6.525

  Z          NR            46.758

  XB certs   NR               N/A

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


TULLOW OIL: S&P Cuts Sr. Sec. Notes to 'CC'; Outlook Negative
-------------------------------------------------------------
S&P Global Ratings lowered its ratings on oil exploration and
production company Tullow Oil and its senior secured notes due 2026
to 'CC' from 'CCC+', and we lowered the rating on its senior
unsecured notes due 2025 to 'C' from 'CCC'.

The negative outlook indicates that S&P could lower the rating on
Tullow to 'SD' (selective default) if it completes a debt
repurchase below par and we see the transactions as a default.

On Nov. 15, 2023, Tullow Oil announced tender offers to repurchase
its senior unsecured notes due 2025 for up to $300 million cash
consideration and its senior secured notes due 2026 for up to $100
million cash consideration.

S&P said, "We will likely view repurchases resulting from tender
offers as distressed and not opportunistic. The downgrade to 'CC'
follows Tullow's announcement that it has launched tender offers to
repurchase its senior unsecured notes due 2025 for up to $300
million cash consideration and its senior secured notes due 2026
for up to $100 million cash consideration. If the final prices for
the notes are below par, as we expect, we will likely see the
transactions as tantamount to a default. Our 'CC' rating reflects
the likelihood of such a scenario."

The company plans to buy back senior unsecured notes due 2025 for
up to $300 million cash consideration, up to a maximum price of 92
cents on the dollar. S&P said, "The maximum purchase price is below
par, which indicates to us that Tullow is not honoring the original
promise to the investors. We therefore will see this transaction as
tantamount to a default. This transaction also follows the
repurchase of $167 million of senior unsecured notes due 2025 below
par, for $100 million cash consideration, Tullow completed in June
2023, which would in aggregate result in a material amount of notes
bought back at a discount. We now rate the unsecured notes at 'C',
one notch below our long-term issuer credit rating on Tullow,
reflecting the relative ranking of the notes in the capital
structure."

The company plans to buy back senior secured notes due 2026 for up
to $100 million cash consideration. The final price on the senior
secured notes 2026 will be determined via an unmodified Dutch
auction, without a maximum price, and the maximum price of tenders
accepted for purchase will be known only after the bids are
submitted. S&P said, "Nevertheless, given that the notes are
trading below par, at around 90%, we believe it is likely that the
maximum price of tenders accepted for purchase will also be below
par. Even if the investors are voluntarily bidding the price below
par, Tullow's acceptance of such bids would indicate that it is not
honoring the original promise to the investors. We will therefore
see such a transaction as tantamount to a default. Lastly, even
though $100 million cash consideration is a relatively small amount
compared with the total of $1.6 billion outstanding on June 30,
2023, we consider this transaction as part of a larger
restructuring, including the repurchase of the unsecured notes
announced concurrently and the repurchase completed in June 2023.
We estimate the total amount bought back below par could be close
to $600 million, one quarter of the $2.4 billion outstanding before
the buybacks. We now rate the secured notes 'CC', in line with our
rating on Tullow."

Tullow's liquidity will remain adequate following the transaction.
This is because Tullow will primarily fund the buyback with the new
recently announced $400 million loan due 2028 from Glencore Energy
UK Ltd. The loan is secured by the same collateral as the senior
secured notes due 2026, but is subordinated to the senior secured
notes in right of payment. S&P's expectation of positive free
operating cash flow (at S&P's assumed Brent oil price of $85 per
barrel for the rest of 2023 and beyond) further supports its
liquidity assessment.

S&P said, "The outlook is negative, reflecting that we will likely
downgrade Tullow to 'SD' (selective default) on completion of a
tender offer, which we will likely see as distressed. We also
expect to downgrade Tullow's notes to 'D' (default) on completion
of the respective tender offers.

"Following the downgrade to 'SD', we expect to reassess our ratings
on Tullow once the revised capital structure is known, shortly
after the completion of both tender offers. Future ratings will
balance a lower debt burden and slightly better credit metrics
against the risk of further debt transactions that we might see as
distressed and the uncertainties relating to the Ghanian sovereign
debt restructuring. We therefore believe the rating on Tullow after
completion is likely to be in the 'CCC' category."

Tullow is a public, U.K.-based, midsize oil and gas explorer and
producer that operates in Africa. In the first half of 2023, the
company produced 53,500 barrels of oil equivalent per day, on
average, mainly from the Jubilee and TEN fields, which are two of
the company's key offshore assets in Ghana. As of June 30, 2023,
Tullow's commercial proven and probable reserves were about 222
million barrels of oil equivalent.



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

Troubled Company Reporter-Europe is a daily newsletter co-
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