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

                          E U R O P E

          Wednesday, November 29, 2023, Vol. 24, No. 239

                           Headlines



A U S T R I A

SIGNA GROUP: More Units Expected to File for Insolvency


F R A N C E

ATOS: S&P Lowers LT ICR to 'BB-' on Increasing Liquidity Risk
CASINO GUICHARD: Receives Expressions of Interest for Stores
COOPER CONSUMER: Fitch Affirms 'B' LongTerm IDR, Outlook Stable


G E R M A N Y

CECONOMY AG: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
SC GERMANY 2023-1: DBRS Gives Prov. BB(low) Rating to F Notes
SCHOEN KLINIK: S&P Assigns Preliminary 'B+' ICR, Outlook Stable
TELE COLUMBUS: S&P Cuts ICR to 'D' on Missed Payment, Restructuring


I C E L A N D

KVIKA BANKI: Moody's Rates Subordinated EMTN Program (P)Ba2


I R E L A N D

AVOCA CLO XXIII: Fitch Hikes Rating on Class E Notes to 'BBsf'
AVOCA CLO XXIV: Fitch Hikes Rating on Class F-R Notes to 'Bsf'
BAIN CAPITAL 2018-2: Fitch Affirms 'B-sf' Rating on Class F Notes
BILBAO CLO II: Fitch Affirms 'Bsf' Rating on Class E-R Notes
BLUEMOUNTAIN FUJI V: Fitch Hikes Rating on Class F Notes to 'B+sf'

HENLEY CLO IV: Fitch Hikes Rating on Class F Notes to 'Bsf'
NORTH WESTERLY VI: Fitch Hikes Rating on Class E Notes to 'BB+sf'
ROCKFORD TOWER 2018-1: Fitch Hikes Rating on Class F Notes to B+sf
SOUND POINT V: Fitch Hikes Rating on Class F Notes to 'B+sf'


I T A L Y

LOTTOMATICA SPA: S&P Affirms 'BB-' Long-Term ICR, Outlook Stable
RED & BLACK: DBRS Confirms BB(high) Rating on Class D Notes


L U X E M B O U R G

BEFESA SA: Moody's Affirms 'Ba2' CFR & Alters Outlook to Stable


N E T H E R L A N D S

GLOBAL UNIVERSITY: Moody's Affirms 'B2' CFR, Outlook Now Stable


S P A I N

CAIXABANK PYMES 13: DBRS Gives Prov. BB Rating to Series B Notes
CELSA GROUP: Creditors Formalize Takeover of Business


S W E D E N

SAMHALLSBYGGNADSBOLAGET: S&P Affirms 'CCC+' ICR, Outlook Negative


T U R K E Y

TAV AIRPORTS: S&P Assigns 'BB-' Preliminary ICR, Outlook Stable


U N I T E D   K I N G D O M

EUROMASTR 2007-1V: Fitch Affirms 'BB+sf' Rating on Class E Notes
INEOS QUATTRO 2: Fitch Assigns 'BB+' Final Rating to Sr. Sec Bonds
IVC ACQUISITION: Fitch Assigns B Final LongTerm IDR, Outlook Stable
METRO BANK: Shareholders Back GBP1-Bil. Rescue Deal
SWIFT SCAFFOLD: Administrators Engage in Sale Process for Assets

TOWD POINT 2023: DBRS Gives Prov. B Rating to Class F Notes
UKRAINE INT'L: Kyiv Court Commences Bankruptcy Proceedings

                           - - - - -


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

SIGNA GROUP: More Units Expected to File for Insolvency
-------------------------------------------------------
Matthias Inverardi, John O'Donnell and Alexander Hubner at Reuters
report that Austrian property group Signa could see more of its
units file for insolvency as soon as this week as the real estate
empire is running out of cash, people with direct knowledge of the
matter said on Nov. 27.

The group, controlled by an Austrian magnate but whose business is
anchored in Germany, held talks with Elliott Investment Management
to try to raise funds, according to one of the people, describing
the company's scramble for cash, Reuters relates.

Signa, which is an owner of New York's Chrysler Building as well as
scores of high-profile projects and department stores across
Germany, Austria and Switzerland, is controlled by Austrian magnate
Rene Benko.

Its difficulties make the group the biggest potential casualty of a
European property crash, triggered by the steepest rise in
borrowing costs in the euro's 25-year history, that has hit Germany
and Sweden hardest, Reuters notes.

The group, which values its assets at EUR27 billion (US$29
billion), is made up of numerous subsidiaries, Reuters states.

It has borrowed heavily from banks, including Switzerland's Julius
Baer, which disclosed that it had an exposure of more than CHF600
million (US$678 million), Reuters discloses.

Others too have lent, including Austria's Raiffeisen Bank
International, Reuters says.

Earlier this month, one of its executives, Hannes Moesenbacher,
identified a large exposure to a client of EUR755 million,
referring to Benko's group, Reuters relays, citing a person with
knowledge of the matter.

BayernLB and Helaba, the regional state-backed banks for two of
Germany's most affluent states, Bavaria and Hesse, have each lent
the group several hundreds of millions of euros, said people with
knowledge of the matter, Reuters notes.

Construction has already halted at six Signa sites in Germany,
including one of the country's tallest buildings, encompassing
plans for nearly 200,000 square meters in space, Reuters relates.




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

ATOS: S&P Lowers LT ICR to 'BB-' on Increasing Liquidity Risk
-------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Atos and its issue rating on its senior unsecured bonds to 'BB-'
from 'BB'. S&P also revised its recovery rating on the bonds
downward to '4' (rounded estimate: 40%) from '3' (rounded estimate:
50%). The ratings remain on CreditWatch negative.

S&P said, "The CreditWatch negative placement reflects that we
could lower the ratings by multiple notches, if Atos fails to
refinance the debt (EUR2 billion until January 2025) in early 2024,
without sufficient offsetting measures, as this would lead to weak
liquidity. On the other hand, we would affirm the ratings on
completion of the transaction.

"Atos' liquidity risk is increasing. We expect Atos's liquidity
coverage ratio could deteriorate to well below 1x from January 2024
because of the sizable debt maturity of EUR2 billion until January
2025, unless a committed refinancing is in place. The debt maturity
includes a EUR500 million bonds maturing in 2024 and a EUR1.5
billion term loan maturing in January 2025. The company's ongoing
refinancing negotiations with lenders are conditional on the
divestment of TFCo to EP Equity Investment (EPEI), an investment
firm owned by Czech investor Daniel Kretinsky. Any uncertainties or
further delays of the sale could jeopardize the negotiations and
increase liquidity risk. That said, we understand that the company
would be considering the disposal of additional assets should the
transaction not proceed. The transaction to divest TFCo has been
delayed."

Atos' plan to sell TFCo to EPEI has been delayed to the beginning
of the second quarter of 2024 due to regulatory approval delays.
Atos' largest shareholder, Onepoint, which only recently increased
its ownership stake to about 10% of Atos' shares, has called for a
review of the announced transaction. S&P said, "Despite the recent
changes to Atos' top management and board, we think the strategy to
sell TFCo remains intact. Additionally, we understand that the
involved parties are still committed to move the transaction
forward and Atos is actively tackling the emerging challenges and
bridging the rift."

Atos' credit metrics are stressed. Atos' credit metrics within its
current business perimeter that includes TFCo and Eviden, have been
weak. S&P said, "However, we think they will gradually improve from
2024 because of receding restructuring costs. We estimate the
company's S&P Global Ratings-adjusted leverage will be about 10x in
2023 (excluding about EUR250 million in separation costs we treat
as one-off). Free operating cash flow (FOCF) after leases will be
negative at about EUR1 billion. Although we still think Atos will
cease to exist in its current perimeter, ratios would gradually
improve as the restructuring costs decrease, resulting in adjusted
leverage of below 5x in 2024. If the sale of TFCo and the plans to
strengthen Evidan's capital structure materialize in 2024, Eviden's
credit metrics would be stronger than those of Atos and would
likely improve gradually over time, in our view."

S&P said, "The CreditWatch negative placement reflects that we
could lower the ratings by multiple notches if Atos fails to
refinance the debt (EUR2 billion until January 2025) in early 2024
without sufficient offsetting measures, as this would lead to weak
liquidity. On the other hand, we could affirm the ratings on
completion of the transaction."


CASINO GUICHARD: Receives Expressions of Interest for Stores
------------------------------------------------------------
Sybille de La Hamaide, Claude Chendjou, Dominique Vidalon and
Mathieu Rosemain at Reuters report that heavily indebted French
supermarket group Casino Guichard-Perrachon SA has received
expressions of interest for its hypermarket and supermarket stores,
the company said on Nov. 27, declining to name the bidders or
number of stores it intends to sell.

Casino has been preparing to sell more supermarkets to Intermarche,
a unit of Groupement Les Mousquetaires, or even put its remaining
hypermarkets and supermarkets in France up for sale to the highest
bidder, French daily Les Echos reported on Nov. 27, Reuters
relates.

This comes as Casino warned last week of likely 2023 losses for its
core French business owing to a slower than expected turnaround at
its hypermarkets division, Reuters notes.

According to Reuters, the newspaper said the group has already
received expressions of interest for its remaining 291
supermarkets, including 60 franchises, and 52 large-scale
hypermarkets.

Candidates, which include most of Casino's French rivals and
notably Carrefour, must submit their offers by Wednesday, Nov. 29,
Les Echos said, Reuters relays.

France's sixth-largest retailer has been building back its business
after an October deal to avert bankruptcy through a debt
restructuring with its main creditors, led by Czech billionaire
Daniel Kretinsky, Reuters recounts.

In a statement on Nov. 27, Casino, as cited by Reuters, said that
any disposal must be approved by the consortium of creditors led by
Mr. Kretinsky in accordance with the lock-up agreement reached on
Oct. 5.


COOPER CONSUMER: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned Cooper Consumer Health's (Cooper,
formerly Care Bidco) EUR1,105 million first-lien term loan B (TLB)
and EUR112 million second-lien debt final ratings of 'B+' with a
Recovery Rating 'RR3' and 'CCC+'/'RR6', respectively, in line with
the expected ratings previously assigned.

Fitch has also affirmed Cooper's Long-Term Issuer Default Rating
(IDR) at 'B' with a Stable Outlook.

The new debt is being used to fund the transformational acquisition
of Viatris's European over-the-counter (OTC) assets valued at
EUR1.64 billion, which in its view will materially improve Cooper's
business risk profile, via its scale, market position, product
diversification and geographic reach.

The 'B' IDR balances Cooper's high leverage and aggressive
financial policy with a solid business risk profile, high
profitability and strong cash generation. The Stable Outlook
reflects its view of its robust enlarged operations with sustained
strong operating and free cash flow (FCF) margins, supporting
gradual deleveraging towards 6.0x by end-2025 from 7.0x in 2023.

KEY RATING DRIVERS

Acquisition Improves Business Profile: Fitch expects the
acquisition of Viatris's European OTC assets to materially improve
Cooper's business risk profile, by doubling its scale and improving
its market position, product and geographic diversification within
Europe. It will also reduce its reliance on the French market and
improve its position in countries where it has a smaller presence
than peers. Fitch views the acquired brands as a good fit to the
group's portfolio, as they are consumer-oriented OTC products
mostly sold through retail pharmacies.

High Leverage Constrains Rating: The rating is constrained by
Cooper's high financial leverage, which viewed in isolation would
be incompatible with the 'B' IDR. Fitch expects total gross
debt/EBITDA, post the acquisition of Viatris's OTC products, to
improve to slightly below 7.0x on a pro-forma basis by end-2024,
aided by sizeable equity co-funding of EUR473 million. This
compares with an estimated 7.0x in 2023 and 7.8x in 2022.

The rating is, however, predicated on a steady deleveraging path,
bringing EBITDA gross leverage to below 6.5x by 2025, which would
be in line with the rating. This incorporates its assumption of
financial discipline and conservative capital allocation with no
additional sizeable debt-funded acquisitions to 2026.

Execution Risk and Inflation: Fitch sees moderate execution risks
in the integration of such a large acquisition, which could lead to
lower margins or higher one-off costs than expected, particularly
in the first two years from closing. However, Fitch notes Cooper´s
successful record of acquisitive growth and integration. The group
was able to increase prices successfully in 2023 in the face of
inflationary cost pressures, but the pricing sensitivity of
customers remains to be tested in the face of weaker discretionary
spending.

DERIVATION SUMMARY

Fitch rates Cooper using its Ratings Navigator framework for
consumer companies, while applying some aspects specific to
healthcare. Under this framework, Fitch recognises that its
operations are driven by marketing investments and a
well-established relationship with a diversified pharmacy-based
distribution network.

Compared with its closest peers, Cooper is rated in line with
Sunshine Luxembourg VII SARL (Galderma; B/Positive) as its smaller
scale and less diversified business profile are offset by its
superior profitability and stronger cash flow generation. Cooper's
forecast EBITDA gross leverage by 2023 at around 7.0x is slightly
higher than Galderma's around 6.5x.

Cooper is rated three notches higher than Oriflame Investment
Holding Plc (CCC). Fitch downgraded Oriflame in November due to
continuing severe structural weakness of its direct-selling
business model in combination with the lack of clarity over its
turnaround plan leading to an unsustainable capital structure, in
its view.

Fitch also compares Cooper with European asset-light pharmaceutical
companies focused on off-patent branded and generic drugs,
including Pharmanovia Bidco Limited (Atnahs; B+/Stable),
Cheplapharm Arzneimittel GmbH (Cheplapharm, B+/Stable) and ADVANZ
PHARMA Holdco Limited (Advanz, B/Stable), as well as the larger
generic drug manufacturer Nidda BondCo GmbH (Stada, B/Stable).

Cheplapharm and Pharmanovia have one-notch higher ratings due to
their lower leverage, higher profitability and stronger FCF
margins, despite their structurally lower organic growth. Advanz
has better organic growth potential than these two peers due to its
internal pipeline, but it has lower margins and higher leverage.
Stada benefits from more sizeable and cash-generative operations,
but has a more aggressive financial risk profile than Cooper.

KEY ASSUMPTIONS

Key Assumptions within Its Rating Case for the Issuer:

- Acquisition of Viatris's European OTC products to close in 2Q24,
financed with a EUR473 million equity injection, EUR1.1 billion
first-lien TLB and a EUR112 million second-lien term loan

- Annual bolt-on acquisitions of EUR50 million in 2024, followed by
a total of EUR120 million to 2026

- Revenue growth of around 8.5% in 2023, followed by a 110%
increase in 2024 (on a pro-forma basis) as a result of the
acquisition of Viatris's European OTC products. Revenue growth to
slow to around 6.5% in the following two years

- EBITDA margin at 29.5% in 2023 and at 29% in 2024 before
gradually improving towards 30% by 2026

- Capex at 2.5%-3.0% of sales over 2023-2026

- No dividends

RECOVERY ANALYSIS

The recovery analysis assumes that Cooper would remain a going
concern (GC) in a restructuring and that it would be reorganised
rather than liquidated. Fitch has assumed a 10% administrative
claim in the recovery analysis.

Following completion of the Viatris transaction, Fitch assumes a
post-restructuring pro-forma EBITDA of EUR270 million, on which
Fitch bases the enterprise value.

Fitch assumes a distressed EBITDA multiple of 6.0x, reflecting the
group's premium market positions and protected business model,
especially in the French market.

Fitch assumes Cooper's multi-currency revolving credit facility
(RCF) of EUR295 million would be fully drawn in a restructuring,
ranking equally with the rest of the senior secured first-lien
loan.

Its waterfall analysis generates a ranked recovery indicating a
'B+'/'RR3'/62% instrument rating on completion of the Viatris
transaction for the enlarged senior secured first-lien loans,
including the new EUR1.1 billion first-lien senior secured term
loan and the existing term loan of EUR970 million, one notch above
the IDR.

The recovery estimates for the new and existing second-lien debt
tranches of EUR112 million and EUR235 million would be in the 'RR6'
band, indicating a 'CCC+' instrument rating, two notches below the
IDR, reflecting their junior ranking behind first-lien creditors
with a recovery percentage under its waterfall of 0%.

RATING SENSITIVITIES

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

- Profitable business organic growth, leading to robust EBITDA
margins at around 30%

- Solid profitability supporting continued strong cash conversion,
with healthy FCF margins in high single digits

- A more conservative financial policy leading to total debt/EBITDA
at below 5.5x on a sustained basis. On completion of the Viatris
transaction Fitch expects to relax the total debt/EBITDA
sensitivity for an upgrade to 5.5x, reflecting the stronger risk
profile of the combined group

- EBITDA interest coverage above 3.0x on a sustained basis

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

- Deteriorating organic and/or unsuccessful inorganic growth
leading to a gradual weakening of EBITDA margins and low
single-digit FCF margins

- Continuing aggressive financial policy resulting in failure to
deleverage to total debt/EBITDA below 6.0x by 2026. On completion
of the Viatris transaction Fitch expects to relax the total
debt/EBITDA sensitivity for a downgrade to 6.5x, reflecting the
stronger risk profile of the combined group

- EBITDA interest coverage below 2.0x on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: Fitch views Cooper's liquidity as strong,
supported by projected FCF margins at mid-to-high single digits for
2023-2026 and EUR295 million in undrawn committed RCFs. In its
liquidity analysis Fitch has excluded EUR25 million of cash Fitch
deems as restricted for daily operations and intra-year
working-capital requirements, and therefore not available for debt
service.

Debt maturities remain long-dated following the debt increase to
finance the acquisition of Viatris's OTC products. Its EUR160
million RCF matures in July 2027, the new EUR135 million RCF in May
2028, its EUR970 million TLB in January 2028, the new EUR1,105
million TLB in November 2028, its EUR235 million second-lien loan
in January 2029 and the new EUR112 million second-lien loan in
November 2029.

ISSUER PROFILE

Cooper is a leading European OTC consumer healthcare specialist
managing a diversified portfolio of brands sold mainly in retail
pharmacies.

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
   -----------            ------           --------   -----
Cooper Consumer
Health              LT IDR B    Affirmed              B

   senior secured   LT     B+   New Rating   RR3      B+(EXP)

   senior secured   LT     B+   Affirmed     RR3      B+

   Senior Secured
   2nd Lien         LT     CCC+ Affirmed     RR6      CCC+

   Senior Secured
   2nd Lien         LT     CCC+ New Rating   RR6      CCC+(EXP)



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

CECONOMY AG: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Ceconomy AG's (Ceconomy) Long-Term
Issuer Default Rating (IDR) at 'BB'. The Outlook is Stable.

The affirmation recognises recovery in trading performance in FY23
(year-end September) from a very weak FY22 and successful
improvement of working capital position, despite a challenging
trading environment, particularly in its core markets of Germany
and Italy. It also reflects its expectation of a return to positive
cash flow generation and to a deleveraging trajectory from FY23,
after leverage peaked in FY22 at a level that was inconsistent with
the rating.

The rating also continues to reflect Ceconomy's large-scale,
well-diversified product offering, omnichannel capabilities and a
pan-European footprint with operations in a competitive market, low
operating margins, a history of volatile free cash flows (FCF) and
tight interest cover metrics. The Stable Outlook reflects its view
that it should restore its EBITDA margin towards 2.5% in FY24-FY25
and reduce its EBITDAR net leverage to below 4.0x.

KEY RATING DRIVERS

Recovery from Low Profitability: Ceconomy operates in the largely
commoditised mass market of appliances and consumer-electronics
retailing, which is exposed to intense competition, limited
customer loyalty and increasing online market penetration.

After falling to below 2% in FY22, Fitch expects EBITDA margin -
which Fitch assesses at 'B' - to continue its recovery towards 2.5%
from FY24. Fitch forecasts EBITDA to rise towards EUR600 million by
FY25 from EUR368 million in FY22. This will be aided by
cost-efficiency measures, product mix initiatives that include
increasing the contribution of services and solutions business, as
well as, post-FY24, improvement of demand in its core market as
consumer confidence recovers.

Leading European Consumer-Electronics Retailer: Ceconomy is the
largest consumer-electronics retailer in Europe, but Fitch places
its business profile at between the 'BBB' and 'BB' categories due
to the challenges of operating in a fiercely competitive and
volatile market. Ceconomy benefits from its strong brand name,
sizeable operations with a pan-European footprint, and
well-diversified product offering with adequate omnichannel
capabilities underlined by its online sales at 25% of total sales
in FY22. However, trading performance is predominantly driven by
its core market of Germany.

Resilience to Macroeconomic Challenges: Ceconomy's geographic
diversification defended its revenues in FY23 against weak sales in
Germany, where consumers were tightening spending on major
non-discretionary items, with the strength of the Turkish market.
For FY24, Fitch expects spending on electronics and appliances to
remain subdued in Europe, but to be supported by remaining
availability of accumulated savings stemming from heavy spending
restraint and lower volumes in Germany in FY23.

FCF Recovery; Working Capital Improvements: Based on 9M23 results,
Fitch estimates working capital (WC) to have declined in FY23,
although only partly reversing the heavy outflows of close to
EUR800 million suffered in FY21-FY22 in conjunction with supply
chain shortages related to the pandemic. While store-related
investments remain subdued and store portfolio growth ambitions are
limited, Ceconomy is investing in redesigning its logistics model.

Overall, Fitch projects that, barring a resumption of dividend
payments, which management has ruled out until it has delivered on
its strategic plan in FY26, Ceconomy should be able to lift FCF to
EUR150 million-EUR250 million per annum from FY25.

Execution Risks: Ceconomy is shifting from largely relying on
third-party distributors and stocking products in the warehouses of
each of its stores, to a model with one large nation-wide hub,
complemented by smaller regional ones. Fitch sees this
transformation as carrying some execution risks due to the
magnitude of its scope but believe that, once complete, it will
lead to more agile management of inventories, enabling it to
operate with lower stocks and, once the automation project is also
completely implemented, to a reduction of operating costs.

Leverage Recovery in FY23: The weak FY22 performance, combined with
two years of inflated WC, led to a spike in EBITDAR net leverage to
5.2x, but Fitch estimates this to have now come down closer to the
maximum 4.0x that is commensurate with the rating. Fitch sees scope
for further improvements in FY24 and thereafter.

Lease Adjustments to Leverage: Ceconomy's pure financial debt
leverage is low, when capitalised leases contributing most to its
lease-adjusted credit metrics are excluded. However, in its rating
analysis of non-food retailers, whose business models rely on a
store network, Fitch assesses and compare financial risk profiles
using lease-adjusted leverage metrics, which place Ceconomy's
financial structure score in the mid-to-low end of the 'BB' rating
category.

Tight Fixed Charge Cover: Fitch sees weak EBITDAR fixed charge
cover remaining below 2.0x, which corresponds to a low 'B' level.
This is balanced by its actively-managed leased store network,
mitigating the impact of inflation indexation, and leading to
broadly flat lease payments in combination with modest cash debt
service. However, tightening fixed charge cover ratios would signal
less effective property management and could put ratings under
pressure.

Adequately Managed Property Portfolio: Fitch recognises Ceconomy's
active management of its operating leases, which provides financial
flexibility, given the short-term nature of leases (average
remaining lease is less than three years versus sector peers of
around eight-10 years) as well as the inclusion of early
termination clauses, usually linked to store-based profitability
metrics. Fitch uses a lower estimated 7x lease multiple (standard
lease multiple is 8x) when computing Ceconomy's lease- adjusted
debt metrics to reflect the roughly one third proportion of its
turnover-based leases.

DERIVATION SUMMARY

Ceconomy's 'BB'/Stable combines the 'BBB' traits of its sizeable
operations, market position and product offering, with 'B' levels
of operating profitability and credit metrics. Fitch also regards
as a rating constraint the highly commoditised consumer electronics
markets in which Ceconomy operates, with exposure to demand
volatility and growing competing online penetration. Fitch
consequently views Ceconomy's credit profile as being in line with
that of the consumer electronics retail sub-sector.

Ceconomy's closest Fitch-rated peer is FNAC Darty (BB+/Stable).
Compared with Ceconomy FNAC has smaller scale but it enjoys
superior profitability driven by its stronger focus on premium
segments, editorial products and subscription services, and a
demonstrated ability to pass on price increases and protect
margins. This is underlined in their one-notch rating
differential.

Compared with wider non-food retail peers including Marks and
Spencer Group plc (M&S) and Kingfisher plc (BBB/Stable), Ceconomy
enjoys similarly strong market positions in its respective markets,
combined with scale and good diversification. Fitch takes a
positive view of Ceconomy's conservative financial policy and
well-managed leased property portfolio, although this is offset by
considerably lower profitability versus M&S's and Kingfisher's.

Relative to Spanish department store El Corte Ingles S.A. (ECI),
Ceconomy is larger in scale, more geographically diversified (ECI
generates 95% of sales in Spain) and better positioned in its
online service offering. ECI however has a more premium service
offering, with prime-city store locations and customer loyalty, as
well as higher own-brand sales, which translate into higher
profitability than Ceconomy (5.7% for ECI vs. around 2.0% for
Ceconomy).

Compared with another direct peer in the consumer-electronics
space, UK retailer Currys plc, Ceconomy is around 2x-3x the scale
in absolute sales, reflecting operations across multiple European
countries. Gross profit and EBITDA margins are similar to Currys'
at around 17%-18% and 2%-3%, respectively.

KEY ASSUMPTIONS

- Around 1% average annual sales growth over FY24-FY26, from
reported EUR22.2 billion in FY23

- Fitch-defined EBITDA margin to improve to 2.2% in FY24 (FY22:
1.7%) and gradually expanding to around 3.0% in FY26

- Leases at 2.3%-2.4% of sales p.a. to FY26

- Trade WC of EUR300 million inflow in FY23 followed by
normalisation in FY24 with a marginally positive cash impact over
FY25-FY27

- Capex at around EUR300 million p.a., corresponding to around 1.3%
of sales to FY27

- No dividend payments over FY23-FY25; EUR100 million a year in
FY26 and FY27

RATING SENSITIVITIES

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

- Improved profitability and like-for-like sales, for example due
to a strengthened competitive position or an improved business mix,
with Fitch-defined EBITDA margin sustained above 2.5%

- EBITDAR net leverage sustained below 3.5x

- EBITDAR fixed-charge cover above 1.8x

- Neutral to marginally positive FCF generation and improved cash
flow conversion leading to lower year-on-year trade WC volatility

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

- Decline in profitability and like-for-like sales, for example,
due to increased competition or a poor business mix, with EBITDA
margin remaining below 2%

- EBITDAR fixed charge cover below 1.6x

- EBITDAR net leverage sustained above 4.0x

- Mostly negative FCF

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch estimates Ceconomy's readily available
cash balance at a higher level than the EUR769 million of FYE22,
which is adequate for its limited debt service requirements in the
absence of material contractual debt maturities until FY26. Fitch
projects low single-digit FCF margins leading to a FY25 cash
balance at above EUR1 billion, closer to the group's historical
average.

Manageable Short-Term Financing Needs: Ceconomy has access to an
undrawn committed revolving credit facility (RCF) of EUR1.06
billion with EUR353 million maturing in 2025 and EUR706 million in
2026, as well as a EUR500 million commercial paper programme to
support short-term financing needs (EUR5 million utilised as of
June 2023) even though Fitch does not include the latter in its
liquidity calculation.

Fitch does not restrict the cash balance for WC purposes, as Fitch
views its cash position in the fourth quarter of its financial year
as a fair representation of the average annual level, despite large
WC swings during the year, particularly around the first and third
quarters. Its assessment considers that the favourable WC swing
between the fourth and first quarters tends to be larger than the
cash-absorbing WC swing between the third and fourth quarters.

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
   -----------              ------        --------   -----
Ceconomy AG           LT IDR BB  Affirmed            BB

   senior unsecured   LT     BB  Affirmed   RR4      BB

SC GERMANY 2023-1: DBRS Gives Prov. BB(low) Rating to F Notes
-------------------------------------------------------------
DBRS Ratings GmbH assigned provisional credit ratings to the
following classes of notes (the Notes) to be issued by SC Germany
S.A., acting for and on behalf of its Compartment Leasing 2023-1
(the Issuer):

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

The provisional credit rating on the Class A Notes addresses the
timely payment of scheduled interest and the ultimate repayment of
principal by the final maturity date. The provisional credit
ratings on the Class B to Class F Notes address the ultimate
payment of scheduled interest, the timely payment of interest when
most senior, and the ultimate repayment of principal by the final
maturity date.

CREDIT RATING RATIONALE

The transaction represents the issuance of Notes backed by a
portfolio selected from a provisional pool of approximately EUR 600
million of receivables related to auto leases granted by Santander
Consumer Leasing GmbH (SCL; the originator, the seller), a wholly
owned subsidiary of Santander Consumer Bank AG, to SMEs,
corporates, and private individuals resident or incorporated in the
Federal Republic of Germany. The underlying motor vehicles related
to the auto leases consist of both new and used passenger vehicles,
motorcycles, and light, medium, and heavy commercial vehicles. SCL
also services the receivables.

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

-- The transaction's structure, including the form and sufficiency
of available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Notes are issued.

-- The credit quality of Santander Consumer Leasing GmbH's
portfolio, the characteristics of the collateral, its historical
performance, and DBRS Morningstar's projected behavior under
various stress scenarios.

-- Santander Consumer Leasing GmbH's capabilities with respect to
originations, underwriting, servicing, and its position in the
market and financial strength.

-- The operational risk review of Santander Consumer Leasing GmbH,
which DBRS Morningstar deems to be an acceptable servicer, and its
role in the transaction.

-- The transaction parties' financial strength with regard to
their respective roles.

-- The consistency of the transaction's legal structure with DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology.

-- The consistency of the transaction's hedging structure with
DBRS Morningstar's "Derivative Criteria for European Structured
Finance Transactions" methodology.

-- The sovereign rating on the Federal Republic of Germany,
currently rated AAA with a Stable trend by DBRS Morningstar.

TRANSACTION STRUCTURE

The transaction allocates payments on separate interest and
principal priorities of payments and will benefit from an
amortizing cash reserve that will be funded at closing with an
amount equal to 1.25% of the Rated Notes' outstanding balance. The
cash reserve will be floored at 0.2% of the Class A to Class F
Notes' initial balance.

The transaction includes a 12 month revolving period. The repayment
of the Class A, Class B, Class C, Class D, and Class E Notes will
start on the first amortization payment date in January 2025. The
Notes amortize on a pro rata basis unless certain events, such as a
breach of performance triggers or a replacement of the servicer,
occur. Under these circumstances, the principal repayment on the
Notes will become fully sequential, and the switch is not
reversible. Interest and principal payments on the Notes will be
made monthly. The Class F Notes will benefit from a turbo
amortization according the pre-enforcements interest priority of
payments. Once the interest on the Notes are paid, the excess
spread will be used to amortize the Class F Notes.

All underlying contracts are fixed rate while the Notes pay a
floating rate. The Notes are indexed to one-month Euribor. Interest
rate risk for the Rated Notes is mitigated through an interest rate
swap that the Issuer entered into with an eligible counterparty.

COUNTERPARTIES

HSBC Continental Europe (HSBC CE) has been appointed to act as the
account bank for the transaction. Based on DBRS Morningstar's
private rating on HSBC CE and the downgrade provisions outlined in
the transaction documents, DBRS Morningstar considers the risk
arising from the exposure to the account bank to be consistent with
the credit ratings assigned to the Notes, as described in DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology.

DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
(DZ Bank) has been appointed as the swap counterparty for the
transaction. The DBRS Morningstar credit rating on the chosen swap
counterparty and the downgrade provisions referenced in the hedging
documents are consistent with DBRS Morningstar's "Derivative
Criteria for European Structured Finance Transactions"
methodology.

DBRS Morningstar's credit ratings on the Class A, Class B, Class C,
Class D, Class E, and Class F Notes address the credit risk
associated with the identified financial obligations in accordance
with the relevant transaction documents. For the Notes the
associated financial obligations are the related interest payments
amounts and the related principal payments. For the Class F Notes
only the financial obligations include the Class F turbo principal
redemption amount.

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

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

Notes: All figures are in euros unless otherwise noted.


SCHOEN KLINIK: S&P Assigns Preliminary 'B+' ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B+' long-term issuer
credit rating to Schoen Klinik SE and its preliminary 'B+' issue
rating to the proposed senior secured term loan B (TLB), with a
recovery rating of '3', indicating its expectation of meaningful
recovery (50%-70%; rounded estimate: 65%) in the event of a
default.

The stable outlook reflects S&P's view that Schoen Klinik will
maintain leverage below 5x over the forecast horizon, on the back
of organic revenue growth and progressive improvements in S&P
Global Ratings-adjusted EBITDA margins to about 14% by 2025.

Schoen Klinik is a leading hospital in Germany and benefits from
the increasing demand for mental health care services and the
ageing population. With its 15% share in Germany's mental health
care market, Schoen Klinik is well positioned to benefit from the
expected market growth. We expect the group's addressable market in
Germany (mental health care, somatic care, and rehabilitation) will
expand at a compound annual growth rate of 3% between 2022 and 2028
and reach a total size of EUR155 billion by 2028. The ageing
population and the increasing focus on mental health care, driven
by the COVID-19 pandemic, benefit Schoen Klinik because it has the
know-how and ability to scale up and leverage existing platforms.
The group also benefits from high referral rates. In our view,
practitioners tend to have a set list of specialists they refer
patients to, and S&P believes this will continue to be the main
factor for Schoen Klinik's increasing occupancy rates.
Additionally, the group's position is protected by high entry
barriers and regulatory hospital listing requirements that prevent
the entrance of new players and limit competition.

Schoen Klinik is a small player in a fragmented market and remains
strongly concentrated in Germany. Schoen Klinik lacks the scale of
larger operators in the German private hospital market, such as
Helios, Asklepios Kliniken GmbH, and Sana, and of French peers,
such as Ramsay Generale de Sante SA (BB-/Stable/--) and ELSAN SAS
(B+/Negative/--). S&P said, "We view the German hospital market as
highly fragmented. Schoen Klinik does not only compete against
larger private operators but also against non-for-profit and public
hospitals, which have a higher percentage of total beds than
private operators. In addition, we note that Schoen Klinik
generates 96% of its revenues in Germany, signaling a single payor
risk. Although we see Germany as a stable market with a transparent
regulatory and reimbursement framework, we believe the reliance on
funding by the German statutory health insurance, which accounts
for about 85% of the revenue base, exposes the group to political
and budgetary risks. We note that the German government is
currently working on a hospital reform, but we do not expect its
implementation before 2027 and therefore do not envisage major
regulatory risks over the short term."

The increasing number of beds in the mental health care sector and
the integration of the recently acquired Imland clinics will
support double-digit revenue growth over 2023-2024, with EBITDA
margins progressively returning to about 14% by 2025. S&P said, "We
expect Schoen Klinik's revenues will grow by 12.2% in 2023 and
14.6% in 2024. In our view, the key drivers are the increase in the
number of beds the group has in mental health care and the
progressive integration of the recently acquired public hospital
group Imland, which Schoen Klinik bought out of insolvency for
about EUR70 million in July 2023. The acquisition is highly
synergistic and adds two sites and about 800 beds to the group's
existing hospital portfolio. We expect rehabilitation will
contribute to growth as we anticipate price increases of 4%-5%."

S&P said, "We anticipate the group will continue focusing on
efficiency measures and cost discipline, which will expand EBITDA
margins progressively to 14% by 2025. We expect Schoen Klinik will
post somewhat depressed EBITDA margins at about 12% over 2023-2024,
driven by its higher scale and personnel expenses linked to the
integration of Imland. Similar to other health care providers,
Schoen Klinik's cost structure is characterized by a high share of
personnel expenses. Given the structural shortage of medical staff
in Germany and the critical importance of attracting and retaining
talent for hospital operators, we believe wages will continue
weighing on the group's operating profitability. Additionally, we
believe EBITDA margins in 2023 and 2024 will be negatively affected
by costs linked to Schoen Comfort, an investment program for the
refurbishment and maintenance of some of the group's premises. We
expect investments linked to Schoen Comfort will dissipate by the
beginning of 2025, supporting the recovery of EBITDA margins to
14%.

"We believe Schoen Klinik will continue focusing on deleveraging
and organic growth. The group will use the proposed EUR350 million
senior secured TLB to repay debt and simplify the capital
structure. We expect leverage will reduce to 5x in 2023 and remain
below 5x over 2024-2025, down from a reported 5.2x in December
2022. We note positively the group's intention to reduce net
leverage below 4x over the next three to four years. The
progressive deleveraging that we expect under our base case results
from improvements in EBITDA and cashflow generation. Our adjusted
debt figure includes all debt instruments on balance sheet, EUR36
million lease liabilities, and EUR39 million pension liabilities.
We deduct all cash on balance sheet from our debt figure, given we
understand it remains immediately available for debt repayment.
Additionally, we treat liabilities pursuant to the hospital
financing as non-debt-like as we understand that they relate to
billing correction and that no cash outflow is related to them. We
currently do not anticipate that the management team will
aggressively over-lever the group to fund acquisitions. Instead, we
believe management will focus on smaller bolt-on deals and benefit
from a market that is characterized by many state-run hospitals,
which struggle with low profitability and offer good consolidation
opportunities to more profitable, private players, such as Schoen
Klinik.

"We assume Schoen Klinik's fixed-charge coverage will remain above
2.5x over the forecast horizon, supported by EBITDA growth and our
assumption that there will be no sale and leaseback transactions.
Schoen Klinik owns most of its assets under the freehold model. It
therefore compares favorably against companies that lease most of
their facilities, including larger private hospital operators in
France, such as Ramsay Generale de Sante and ELSAN, and the
rehabilitation provider Median B.V. (B-/Stable/--). We understand
Schoen Klinik intends to keep most assets freehold and do not
anticipate that the group will perform any sale and leaseback
transactions, which supports the preliminary 'B+' rating.

"The final ratings will depend on our receipt and satisfactory
review of all final documentation and final terms of the proposed
TLB. The preliminary ratings should therefore not be construed as
evidence of final ratings. If we do not receive final documentation
within a reasonable time, or if the final documentation and final
terms of the proposed TLB departs from the materials and terms
reviewed, we reserve the right to withdraw or revise the ratings.
Potential changes include, but are not limited to, utilization of
the proceeds, maturity, size and conditions of the facilities,
financial and other covenants, security, and ranking.

"The stable outlook reflects our view that Schoen Klinik's focus on
organic growth and efficiency measures should enable the group to
deliver on earnings, such that adjusted EBITDA margins will
progressively expand and return to close to 14% by 2025. In our
base case, we assume the group will grow organically via the
expansion of its facilities and an increase in its mental health
care capacities. We believe the group will successfully improve the
profitability of the recently acquired Imland clinics. We expect
the group will maintain a fixed charge coverage ratio above 2.5x,
supported by the freehold operating model and by protection against
the rising interest rates. We expect Schoen Klinik's leverage will
decrease and remain below 5x over 2023-2024.

"We could lower the rating if Schoen Klinik's adjusted debt to
EBITDA rose materially above 5x on a sustained basis, coupled with
weak free operating cash flow (FOCF) generation. This could stem
from a more aggressive financial policy or difficulties in managing
the cost base. Substantial working capital outflows or
higher-than-forecast capital expenditure (capex) could also lead to
a deterioration of Schoen Klinik's financial metrics.

"We could upgrade Schoen Klinik if the group exceeded our base-case
assumptions by generating higher profitability and FOCF such that
debt to EBITDA approached 4x on a sustainable basis."

Environmental, social, and governance factors are a neutral
consideration in S&P's credit rating analysis of Schoen Klinik.
From a social perspective, Schoen Klinik focuses on the wellbeing
of its patients and has standards in place to track the quality of
its services. Additionally, the group focuses on the wellbeing and
work-life balance of its employees and offers various benefits,
including part-time employment, for some facilities. For example,
more than 50% of the workforce works part-time in Bad Arlosen, Bad
Bramstedt, Bad Stafeelstein, and Lorsch.


TELE COLUMBUS: S&P Cuts ICR to 'D' on Missed Payment, Restructuring
-------------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
German cable operator Tele Columbus AG, and its issue rating on the
company's term loan, to 'D' (default) from 'CCC'.

Tele Columbus has missed its coupon payment. The coupon payment on
its senior secured notes was due Nov. 2, 2023. As Tele Columbus
missed the payment, it has subsequently entered a 30-day grace
period. The company is negotiating with lenders for a debt
extension to 2028. In exchange, the owners would inject EUR300
million equity to address the company's liquidity shortfall and
support its fiber strategy. S&P said, "We understand that the
company intentionally did not pay the coupon on the notes as part
of the broader debt restructuring, although the company retains
necessary funds to meet all due payments. As the restructuring is
ongoing and could last until March 2024, Tele Columbus announced
the missed coupon payment will not be paid within the 30-day grace
period. Furthermore, the company will capitalize the coupon on the
notes and most of the interest payments on its term loan going
forward. As a result, in our view the company has failed to meet
its payment obligation and hence we consider this as tantamount to
default."

The restructuring will ease the company's liquidity pressure. The
negotiated debt extension and accruing interest would preserve the
company's cash flow and ease short-term liquidity pressure. S&P
Said, "Together with the planned equity injection, and without a
material deterioration in its operating performance or higher than
expected capital expenditure, we expect the company will have
comfortable liquidity coverage over the next two to three years. We
think this would give the company the buffer it needs to execute
its fiber strategy."

A highly leveraged capital structure and the execution risks of the
turnaround plan will likely constrain credit quality
post-restructuring. The restructuring does not include any debt
reduction plans. Although the accruing interest will preserve cash
flow, the company's debt level will steadily increase and would
require a material turnaround of the company's business
performance. This could be challenged by the competitive market
environment and headwinds in its video segment, which still
contributes more than 40% of group revenue. Additionally, the
company's latest business plan projects less than EUR150 million
cash generation in total in the next five years, merely a fraction
of the accrued interest, indicating strong refinancing or payment
pressure when the debt matures in 2028.

S&P could raise the rating to 'CCC+' upon the completion of the
company's debt restructuring. This is considering the company's
improved short-term liquidity position thanks to an equity
injection and interest savings, but also constrained by the
company's highly leveraged capital structure and execution risks of
its turnaround plan.




=============
I C E L A N D
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KVIKA BANKI: Moody's Rates Subordinated EMTN Program (P)Ba2
------------------------------------------------------------
Moody's Investors Service has assigned (P)Baa2 senior unsecured
Euro Medium Term Notes (EMTN) program ratings, (P)Ba2 junior senior
unsecured EMTN program ratings and (P)Ba2 subordinated EMTN program
ratings to Kvika Banki hf. (Kvika). All other ratings and
assessments remain unaffected by the rating action.

RATINGS RATIONALE

The new rating assignments relate to Kvika's EUR750 million Euro
Medium Term Notes, under which the bank will issue senior unsecured
debt, junior senior unsecured debt and subordinated debt designated
as "Senior Preferred Notes", "Senior Non-Preferred Notes" and
"Subordinated Notes", respectively, in the documentation.

ASSIGNMENT OF PROGRAM RATINGS

The (P)Baa2 senior unsecured ratings assigned to the EMTN program
reflect the bank's ba1 Adjusted Baseline Credit Assessment
(Adjusted BCA); and three and two notches of rating uplift, under
Moody's forward-looking Advanced Loss Given Failure (LGF) analysis,
which takes into account the risks faced by the bank's different
liabilities should Kvika enter resolution.

The (P)Ba2 junior senior unsecured and subordinated ratings
assigned to the EMTN program reflect the bank's ba1 Adjusted BCA
and the result of Moody's Advanced Loss Given Failure (LGF)
analysis, which indicates a high loss-given-failure for junior
senior unsecured and subordinated debt in the event of the bank's
failure, leading us to position these ratings one notch below the
Adjusted BCA; and a low probability of government support, which
results in no rating uplift.

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

Upward rating momentum could develop if Kvika demonstrates (1) a
successful completion of the integration of Ortus Financing, TM
tryggingar hf. and Lykill without compromising its financial
performance or crystalising operational risk; (2) a simplified
group structure; (3) a scale down of the investment banking
operations relating to the bank's hedge portfolio; (4) sustained
robust earnings without compromising its risk profile or (5) lower
use of confidence sensitive market funds.

Downward pressure could emerge if (1) Kvika's asset quality was to
deteriorate from current levels; (2) credit growth in the higher
risk areas of the bank's lending activities was to increase
significantly above market rates; (3) profitability was to
stabilize at lower levels (4) the bank holds a lower stock of
liquid assets; (5) the group's risk profile increases driven by
non-credit related risks; (6) financing conditions were to become
more difficult or (7) the macroeconomic environment deteriorates
significantly leading to a lower Macro Profile.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in July 2021.



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

AVOCA CLO XXIII: Fitch Hikes Rating on Class E Notes to 'BBsf'
--------------------------------------------------------------
Fitch Ratings has upgraded Avoca CLO XXIII DAC's class B-1 to E
notes and affirmed the rest. The Outlook on the class F notes has
been revised to Positive from Stable as detailed below.

   Entity/Debt                Rating           Prior
   -----------                ------           -----
Avoca CLO XXIII DAC

   A Loan                 LT AAAsf  Affirmed   AAAsf
   A Notes XS2336488411   LT AAAsf  Affirmed   AAAsf
   B-1 XS2336488684       LT AA+sf  Upgrade    AAsf
   B-2 XS2336488767       LT AA+sf  Upgrade    AAsf
   C XS2336488841         LT A+sf   Upgrade    Asf
   D XS2336489229         LT BBBsf  Upgrade    BBB-sf
   E XS2336489492         LT BBsf   Upgrade    BB-sf
   F XS2336489575         LT B-sf   Affirmed   B-sf

TRANSACTION SUMMARY

Avoca CLO XXIII DAC is a securitisation of mainly senior secured
obligations (at least 92.5%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to fund a portfolio with a target par of EUR400
million. The portfolio is actively managed by KKR Credit Advisors
(Ireland) Unlimited Company. The collateralised loan obligation
(CLO) will exit its reinvestment period in October 2025.

KEY RATING DRIVERS

Stable Performance; Limited Refinancing Risk: Since Fitch's last
rating action in February 2022, the portfolio's performance has
been stable. The transaction is slightly below par. As per the last
trustee report dated 31 October 2023, the transaction was passing
all its collateral quality and portfolio profile tests. The
transaction has manageable exposure to near- and medium-term
refinancing risk, with 0.6% assets in the portfolio maturing in
2024 and 3.9% in 2025, as calculated by Fitch. This, together with
the large break-even default-rate cushions, has led to the
upgrades.

'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 25.0. For the
Fitch-stressed portfolio, for which Fitch has notched down entities
with Negative Outlook by one rating level as per its criteria, the
WARF was 25.9 as of 11 November 2023.

High Recovery Expectations: Senior secured obligations comprise
97.8% 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
62.4%.

Diversified Portfolio: The top 10 obligor concentration as
calculated by Fitch is 11.5%, which is below the current covenanted
maximum, and the largest issuer represents less than 1.5% of the
portfolio balance. Exposure to the three-largest Fitch-defined
industries is 34.0% as calculated by the trustee. Fixed-rate assets
reported by the trustee are currently 5.5% of the portfolio
balance, versus a limit of 7.0%.

Deviation from MIR: The class D and E 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 yet commensurate with the respective stress,
given uncertain macroeconomic conditions.

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

RATING SENSITIVITIES

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

An increase of the default rate (RDR) 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 have no impact
on all the capital structure, except for the class D notes, with a
downgrade of one notch. 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 as well as the MIR deviation, the
class B-1, B-2 and E notes display a rating cushion of one notch,
the class D notes of three notches and the class F notes of five
notches. The class A and C notes and the class A loan 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
Fitch-stressed portfolio would lead to downgrades of no more than
one notch for the class A notes and on the class A loan, two
notches for the class D notes, three notches for the class B-1,
B-2, C and 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 Fitch-stressed
portfolio by 25% of the mean RDR and an increase in the RRR by 25%
at all rating levels in the Fitch-stressed portfolio would result
in upgrades of up to five notches for all notes, except for the
class A and C notes and the class A loan. Further upgrades may
occur, except for the 'AAAsf' notes, if the portfolio's quality
remains stable and the notes start to amortise, leading to higher
credit enhancement across the structure.

DATA ADEQUACY

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

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

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

AVOCA CLO XXIV: Fitch Hikes Rating on Class F-R Notes to 'Bsf'
--------------------------------------------------------------
Fitch Ratings has upgraded Avoca CLO XXIV DAC's class B-1-R to F-R
notes and affirmed the class A-R notes. The Outlooks are Stable.

   Entity/Debt              Rating           Prior
   -----------              ------           -----
Avoca CLO XXIV DAC

   A-R XS2344780361     LT AAAsf  Affirmed   AAAsf
   B-1-R XS2344780445   LT AA+sf  Upgrade    AAsf
   B-2-R XS2344780528   LT AA+sf  Upgrade    AAsf
   C-R XS2344780791     LT A+sf   Upgrade    Asf
   D-R XS2344781849     LT BBB+sf Upgrade    BBB-sf
   E-R XS2344780957     LT BB+sf  Upgrade    BBsf
   F-R XS2344781179     LT Bsf    Upgrade    B-sf

TRANSACTION SUMMARY

Avoca CLO XXIV DAC is a cash flow CLO comprising mostly senior
secured obligations. The transaction is actively managed by KKR
Credit Advisors (Ireland) and is still in the reinvestment period.

KEY RATING DRIVERS

Stable Performance; Low Refinancing Risk: Since Fitch's last rating
action in December 2022, the portfolio's performance has been
stable. The transaction is passing all of its collateral quality,
portfolio profile and coverage tests, as per the last trustee
report dated 31 October 2023. The transaction is slightly below par
by 13bp as per the latest trustee report and no defaulted
obligations were reported in the latest trustee report.

The transaction has marginal exposure to near- and medium-term
refinancing risk, with 0.7% of the assets in the portfolio maturing
in 2024 and 2.97% in 2025, as calculated by Fitch. This resulted in
the upgrades of the class B-1-R to F-R notes and affirmation of the
class A-R notes.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the underlying obligors at 'B'/'B-'. The Fitch weighted average
rating factor of the current portfolio is 33.8, as reported by the
trustee based on the old criteria, and 25.32 as calculated by Fitch
under its latest criteria, as of 18 November 2023.

High Recovery Expectations: Senior secured obligations comprise
97.5% 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
61.9%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 10.45%, and no obligor
represents more than 1.19% of the portfolio balance. The exposure
to the three-largest Fitch-defined industries is 34.69% as
calculated by Fitch. Fixed-rate assets are currently reported by
the trustee at 6.9% of the portfolio balance, which compares
favourably with the current maximum of 10%.

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

Deviation from MIR: The class F-R notes model-implied ratings (MIR)
is one notch above the current rating. The deviation reflects the
limited modelled portfolio cushion at the MIR and the uncertain
macroeconomic environment.

RATING SENSITIVITIES

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

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

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 one notch for the
class A-R notes, three notches for the class B-1-R, B-2-R, C-R and
D-R notes, four notches for the class E-R notes, and to below
'B-sf' for the class F-R notes.

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

A reduction of the RDR at all rating levels in the stressed
portfolio by 25% of the mean RDR and an increase in the RRR by 25%
at all rating levels would result in upgrades of one notch for the
class B-1-R and B-2-R, three notches for the class D-R and E-R
notes, four notches for the class F-R notes, and no impact on the
class A-R notes, as they are at the highest achievable rating, and
the class C-R notes.

Further upgrades 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

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.

BAIN CAPITAL 2018-2: Fitch Affirms 'B-sf' Rating on Class F Notes
-----------------------------------------------------------------
Fitch Ratings has upgraded Bain Capital Euro CLO 2018-2 DAC class
B-1-R to D notes, as detailed below.

   Entity/Debt              Rating           Prior
   -----------              ------           -----
Bain Capital Euro
CLO 2018-2 DAC

   A-R XS2326485898     LT AAAsf  Affirmed   AAAsf
   B-1-R XS2326486516   LT AA+sf  Upgrade    AAsf
   B-2-R XS2326487167   LT AA+sf  Upgrade    AAsf
   C XS1890841452       LT A+sf   Upgrade    Asf
   D XS1890840058       LT BBB+sf Upgrade    BBBsf
   E XS1890842930       LT BBsf   Affirmed   BBsf
   F XS1890843235       LT B-sf   Affirmed   B-sf

TRANSACTION SUMMARY

Bain Capital Euro CLO 2018-2 DAC is a cash flow CLO comprising
mostly senior secured obligations. The transaction is actively
managed by Bain Capital Credit U.S. CLO Manager, LLC and exited its
reinvestment period in January 2023.

KEY RATING DRIVERS

Better Asset Performance: Since Fitch's last rating action in
February 2022, the transaction has experienced par losses of EUR0.6
million, which represent around 0.2% of the target par. This is
mainly due to defaulted assets or the manager making some trading
losses on selling weaker assets, but the total par loss at 1.4% of
target par is well below its rating case assumptions. The
transaction was still passing all collateral-quality,
portfolio-profile and coverage tests, as per the last trustee
report dated 6 October 2023.

The resilient performance of the transaction with portfolio losses
below rating cases, combined with the manageable near- and
medium-term refinancing risk, with only 1.6% of the assets in the
portfolio maturing before 2024, and 7.1% in 2025, have resulted in
the upgrade of the class B-1-R to D notes and affirmation of all
others.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the underlying obligors at 'B'/'B-'. The Fitch-calculated weighted
average rating factor (WARF) of the current portfolio is 32.9 as
reported by the trustee based on the old criteria and 25.1 as
calculated by Fitch under its latest criteria. The WARF of the
current portfolio, for which Fitch has notched down entities on
Negative Outlook by one rating notch, was 26.5.

High Recovery Expectations: Senior secured obligations comprise
98.8% of the portfolio as calculated by the trustee. Fitch views
the recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate (WARR) of the current portfolio as
reported by the trustee was 65.2% based on the old criteria and
63.1% as calculated by Fitch under its latest criteria.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 11.8%, and no obligor represents more than 1.5% of
the portfolio balance, as calculated by Fitch.

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

Transaction Outside Reinvestment Period: The transaction exited its
reinvestment period in January 2023, but the manager can reinvest
unscheduled principal proceeds and sale proceeds from credit-risk
obligations after the reinvestment period, subject to compliance
with the reinvestment criteria.

Given the manager's ability to reinvest, Fitch's analysis is based
on a stressed portfolio and tested the notes' achievable ratings
across all Fitch matrices, since the portfolio can still migrate to
different collateral quality tests and the level of fixed-rate
assets could change. Fitch also applied a haircut of 1.5% to the
WARR as the calculation of the WARR in transaction documentation
reflects an earlier version of Fitch's CLO criteria.

RATING SENSITIVITIES

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

An increase of the default rate (RDR) at all rating levels in the
current portfolio by 25% of the mean RDR and a decrease of the
recovery rate (RRR) by 25% at all rating levels would have no
impact on the class A-R to D notes but would lead to downgrades of
no more than one notch for the class E notes, while to below 'B-sf'
for the class F 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 and B-2-R notes display a
rating cushion of one notch, the class D notes of three notches,
the class E notes of two notches and the class F notes of five
notches. The class A-R and C 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
Fitch-stressed portfolio would lead to downgrades of up to four
notches for the rated 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 by 25% of the mean RDR
and an increase in the RRR by 25% at all rating levels in the
Fitch-stressed portfolio would result in upgrades of up to five
notches, except for the 'AAAsf' notes. Upgrades may also occur if
the portfolio's quality remains stable and the notes continue to
amortise, leading to higher credit enhancement across the
structure.

DATA ADEQUACY

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
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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

BILBAO CLO II: Fitch Affirms 'Bsf' Rating on Class E-R Notes
------------------------------------------------------------
Fitch Ratings has upgraded Bilbao CLO II DAC class C-R notes and
affirmed the rest. The Outlooks are Stable.

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

   X-R XS2364001409      LT AAAsf  Affirmed   AAAsf
   A-1-R XS2364001581    LT AAAsf  Affirmed   AAAsf
   A-2A-R XS2364001821   LT AAsf   Affirmed   AAsf
   A-2B-R XS2364002399   LT AAsf   Affirmed   AAsf
   B-R XS2364002555      LT Asf    Affirmed   Asf
   C-R XS2364002803      LT BBBsf  Upgrade    BBB-sf
   D-R XS2364003280      LT BBsf   Affirmed   BBsf
   E-R XS2364003520      LT Bsf    Affirmed   Bsf

TRANSACTION SUMMARY

Bilbao CLO II DAC is a cash flow CLO comprising mostly senior
secured obligations. The transaction is actively managed by
Guggenheim Partners Europe Limited and is still in its reinvestment
period.

KEY RATING DRIVERS

Stable Performance: Since Fitch's last rating action in December
2022, the portfolio's performance has been stable. The transaction
is passing all of its collateral quality, portfolio profile and
coverage tests, as per the latest trustee report as of 6 October
2023. The transaction is below par by 87bp as reported by the
trustee and has a negative cash balance on a trade date basis at
6.2% of the portfolio. No defaulted obligations were reported in
the latest trustee report.

Low Refinancing Risk: The transaction has a manageable exposure to
near- and medium-term refinancing risk, with 1.2% of the assets in
the portfolio maturing in 2024 and 7% in 2025, as calculated by
Fitch. This has resulted in the upgrade of the class C-R notes and
affirmation of all others.

B/B- Portfolio: Fitch assesses the average credit quality of the
underlying obligors at 'B'/ 'B-'. The Fitch weighted average rating
factor (WARF) of the current portfolio is 34 as reported by the
trustee based on the old criteria and 25.6 as calculated by Fitch
under its latest criteria, as of 11 November 2023.

High Recovery Expectations: Senior secured obligations comprise
99.0% 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
62.7%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 13.9%, and no obligor
represents more than 1.6% of the portfolio balance. Exposure to the
three-largest Fitch-defined industries is 37.0% as calculated by
Fitch. Fixed-rate assets reported by the trustee were at 8.1% of
the portfolio balance, versus a limit of 10%.

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

Deviation from Model-implied Ratings: The class A-2A-R to E-R
notes' model-implied ratings (MIR) are one notch above their
current ratings. The deviation reflects the limited modelled
portfolio cushion at the relevant MIRs and an uncertain
macroeconomic environment.

RATING SENSITIVITIES

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

An increase of the default rate (RDR) at all rating levels in the
current portfolio by 25% of the mean RDR and a decrease of the
recovery rate (RRR) by 25% at all rating levels would have no
impact on the class X-R to B-R notes, and lead to downgrades of one
notch for the class C-R and E-R notes, and two notches for the
class D-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 as well as the MIR deviation, the
class A-2A-R/A-2B-R, C-R and D-R notes display a rating cushion of
two notches, the class B-R notes of one notch, and the class E-R
notes of four notches.

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
Fitch-stressed portfolio would lead to downgrades of one notch for
the class A-1-R notes, two notches for the class A-2A-R/A-2B-R to
C-R notes, four notches for the class D-R notes, to below 'B-sf'
for the class E-R notes and no impact on the class X-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 Fitch-stressed
portfolio by 25% of the mean RDR and an increase in the RRR by 25%
at all rating levels would result in upgrades of two notches on the
class A-2A-R/A-2B-R notes, one notch for the class B-R notes, four
notches for the class C-R, D-R and E-R notes, and no impact on the
class X-R and A-1-R notes as they are at the highest achievable
ratings.

DATA ADEQUACY

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

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

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

BLUEMOUNTAIN FUJI V: Fitch Hikes Rating on Class F Notes to 'B+sf'
------------------------------------------------------------------
Fitch Ratings has upgraded BlueMountain Fuji EUR CLO V DAC's class
B to F notes and affirmed the class A notes. The Outlooks are
Stable.

   Entity/Debt          Rating           Prior
   -----------          ------           -----
BlueMountain Fuji
EUR CLO V DAC

   A XS2073824851   LT AAAsf  Affirmed   AAAsf
   B XS2073825403   LT AA+sf  Upgrade    AAsf
   C XS2073825742   LT A+sf   Upgrade    Asf
   D XS2073826120   LT BBB+sf Upgrade    BBBsf
   E XS2073826559   LT BB+sf  Upgrade    BBsf
   F XS2073826633   LT B+sf   Upgrade    Bsf

TRANSACTION SUMMARY

BlueMountain Fuji EUR CLO V DAC is a cash flow CLO comprising
mostly senior secured obligations. The transaction is actively
managed by Sound Point Capital Management LP and is currently in
its reinvestment period, due to expire in July 2024.

KEY RATING DRIVERS

Strong Performance, Limited Refinancing Risk: Since Fitch's last
rating action in December 2022, the portfolio's performance has
been strong. As per the last trustee report dated 3 October 2023,
the transaction was passing all its collateral quality and
portfolio profile tests.

The transaction has manageable exposure to near- and medium-term
refinancing risk, with 0.6% of the assets in the portfolio maturing
before 2024 and 5.0% in 2025, as calculated by Fitch. The
transaction's strong performance has resulted in larger break-even
default-rate cushions since December 2022. This led to the
upgrades.

'B' Portfolio: Fitch assesses the average credit quality of the
underlying obligors at 'B'. The Fitch-calculated weighted average
rating factor (WARF) of the current portfolio is 32.5 as reported
by the trustee based on the old criteria and 24.4 as calculated by
Fitch under its latest criteria.

High Recovery Expectations: Senior secured obligations comprise
98.1% 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
63.7%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 12.3%, and no obligor
represents more than 1.5% of the portfolio balance. Exposure to the
three-largest Fitch-defined industries is 25.8% as calculated by
the trustee. Fixed-rate assets reported by the trustee are at 9.5%
of the portfolio balance, against a limit of 10%.

Deviation from Model-Implied Ratings: The class B note rating at
'AA+sf' is below its model-implied ratings (MIR) of 'AAAsf'. This
reflects limited portfolio cushion at the MIR, and the credit
enhancement of the portfolio being more in line with an 'AA+sf'
rating.

RATING SENSITIVITIES

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

An increase of the default rate (RDR) at all rating levels in the
current portfolio by 25% of the mean RDR and a decrease of the
recovery rate (RRR) by 25% at all rating levels would have no
impact on the class A to E notes, and lead to downgrades of one
notch for the class F 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 as well as the MIR deviation, the
class B and E notes display a rating cushion of one notch, and the
class D notes two notches, and the class F notes three notches. The
class A or C 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 two notches for the
class B notes, three notches for the class C to 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 Fitch-stressed
portfolio by 25% of the mean RDR and an increase in the RRR by 25%
at all rating levels would result in upgrades of up to three
notches for all notes, except for the class A and C notes.

Further upgrades 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

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
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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

HENLEY CLO IV: Fitch Hikes Rating on Class F Notes to 'Bsf'
-----------------------------------------------------------
Fitch Ratings has upgraded Henley CLO IV DAC's class B-1 to F notes
and affirmed the class A notes, as detailed below.

   Entity/Debt            Rating           Prior
   -----------            ------           -----
Henley CLO IV DAC

   A XS2291281751     LT AAAsf  Affirmed   AAAsf
   B-1 XS2291281918   LT AA+sf  Upgrade    AAsf
   B-2 XS2291282130   LT AA+sf  Upgrade    AAsf
   C XS2291283021     LT A+sf   Upgrade    Asf
   D XS2291282486     LT BBB+sf Upgrade    BBBsf
   E XS2291282569     LT BB+sf  Upgrade    BBsf
   F XS2291283377     LT Bsf    Upgrade    B-sf

TRANSACTION SUMMARY

Henley CLO IV 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 Napier Park Global Capital Ltd., Inc. The transaction will exit
its reinvestment period in July 2025.

KEY RATING DRIVERS

Stable Asset Performance;: The rating actions reflect stable asset
performance over the last 12 months. The transaction is currently
0.68% above par. It is passing all collateral quality, portfolio
profile and coverage tests. Exposure to assets with a Fitch-derived
rating of 'CCC+' and below is 0.8%, according to the trustee report
as of 13 October 2023, versus a limit of 7.5%. The portfolio has no
defaulted assets.

Low Refinancing Risk: The notes have limited near- and medium-term
refinancing risk, with 0.8% of the assets in the portfolio maturing
before 2024, and 3.8% in 2025. This, together with the stable
performance of the transaction, has resulted in the upgrade of the
class B-1 to F notes and the affirmation of the class A notes .

Reinvesting Transaction: The transaction is in the reinvestment
period . Given the manager's ability to reinvest, its analysis is
based on a stressed portfolio testing the Fitch-calculated weighted
average life (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 26.3.

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 60.6%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 15.1%, and no obligor
represents more than 1.8% of the portfolio balance. Fixed-rate
assets currently are reported by the trustee at 14.8% of the
portfolio balance, against a limit of 15%.

Deviation from MIRs: The class F notes rating is one notch below
their model-implied rating (MIR). The deviation reflects Fitch's
view that the default-rate cushion is not yet commensurate with the
MIR due to 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 class A, B-1, B-2, C and D notes and would
lead to downgrades of one notch for the class E and F notes.

Based on the current portfolio, 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 B-1 and B-2 notes
display a rating cushion of one notch, the class D notes three
notches and the class F notes four notches. The class A, C and D
notes display no rating cushion.

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

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

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

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

DATA ADEQUACY

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

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

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

NORTH WESTERLY VI: Fitch Hikes Rating on Class E Notes to 'BB+sf'
-----------------------------------------------------------------
Fitch Ratings has upgraded North Westerly VI ESG CLO DAC's class
B-1 to E notes and affirmed the rest, as detailed below.

   Entity/Debt            Rating           Prior
   -----------            ------           -----
North Westerly VI
ESG CLO DAC

   A XS2083211370     LT AAAsf  Affirmed   AAAsf
   B-1 XS2083212428   LT AA+sf  Upgrade    AAsf
   B-2 XS2083212857   LT AA+sf  Upgrade    AAsf
   C XS2083213152     LT A+sf   Upgrade    Asf
   D XS2083213749     LT BBB+sf Upgrade    BBBsf
   E XS2083214473     LT BB+sf  Upgrade    BBsf
   F XS2083214713     LT Bsf    Affirmed   Bsf

TRANSACTION SUMMARY

North Westerly VI ESG CLO DAC (formerly North Westerly VI B.V.) is
a cash flow CLO comprising mostly senior secured obligations. The
transaction is actively managed by Aegon Asset Management and will
exit its reinvestment period in August 2024.

KEY RATING DRIVERS

Stable Performance; Limited Refinancing Risk: 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 29 September 2023, the transaction was passing
all of its collateral quality and portfolio profile tests. The
transaction has manageable exposure to near- and medium-term
refinancing risk, with 0.3% assets in the portfolio maturing in
2024 and 5.9% in 2025, as calculated by Fitch. This, together with
the large break-even default-rate cushions, has led to the
upgrades.

'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 24.9. For the
Fitch-stressed portfolio for which Fitch has notched down entities
with Negative Outlook by one rating level as per its criteria, WARF
was 25.9 as of 11 November 2023.

High Recovery Expectations: Senior secured obligations comprise
94.9% 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
67.0%, based on outdated criteria. Under the current criteria, the
Fitch-calculated WARR is 63.7%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration as calculated by Fitch is 13.5%, which is below the
current covenanted maximum, and the largest issuer represents 2.0%
of the portfolio balance. Exposure to the three-largest
Fitch-defined industries is 32.1% as calculated by the trustee.
Fixed-rate assets reported by the trustee are currently 4.9% of the
portfolio balance, versus a limit of 10.0%.

Transaction in Reinvestment Period: Given the manager's ability to
reinvest, Fitch's analysis is based on a stressed portfolio, which
tested the notes' achievable ratings, since the portfolio can still
migrate to different collateral quality tests and the level of
fixed-rate assets could change. 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 have no impact
on the class A notes. It would however lead to a downgrade of two
notches for the class E notes and of one notch for all the other
class of 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 and B-2 notes
display a rating cushion of one notch, the class D notes of two
notches and the class F notes of three notches. The class A, C 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
Fitch-stressed portfolio would lead to downgrades of no more than
two notches for the class B-1, B-2 and D notes, three notches for
the class C notes, four notches for the class E notes, below 'B-sf'
for the class F notes, and would have no impact on the class A
notes.

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

A reduction of the RDR at all rating levels in the Fitch-stressed
portfolio by 25% of the mean RDR and an increase in the RRR by 25%
at all rating levels in the Fitch-stressed portfolio would result
in upgrades of up to four notches for all notes, except for the
class A and C notes. Further upgrades may occur, except for the
'AAAsf' notes, if the portfolio's quality remains stable and the
notes start to amortise, leading to higher credit enhancement
across the structure.

DATA ADEQUACY

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

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

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

ROCKFORD TOWER 2018-1: Fitch Hikes Rating on Class F Notes to B+sf
------------------------------------------------------------------
Fitch Ratings has upgraded Rockford Tower Europe CLO 2018-1 DAC's
class B, C, D, E and F notes and affirmed the class A-1 and A-2
notes, as detailed below.

   Entity/Debt             Rating           Prior
   -----------             ------           -----
Rockford Tower Europe
CLO 2018-1 DAC

   A-1 XS1900080968    LT AAAsf  Affirmed   AAAsf
   A-2 XS1900081263    LT AAAsf  Affirmed   AAAsf
   B XS1900079796      LT AA+sf  Upgrade    AAsf
   C XS1900080026      LT A+sf   Upgrade    Asf
   D XS1900080455      LT BBB+sf Upgrade    BBBsf
   E XS1900080885      LT BB+sf  Upgrade    BBsf
   F XS1900080612      LT B+sf   Upgrade    Bsf

TRANSACTION SUMMARY

Rockford Tower Europe CLO 2018-1 DAC is a cash flow CLO comprising
mostly senior secured obligations. The transaction is actively
managed by Rockford Tower Capital Management LLC and exited its
reinvestment period in March 2023.

KEY RATING DRIVERS

Transaction Deleveraging: The transaction has paid down EUR20.25
million to the class A notes since the last rating action in
December 2022. The transaction exited its reinvestment period in
March 2023, and is currently marginally failing its fixed-rate
portfolio profile test (10.22% versus a limit of 10%) and its
weighted average life (WAL) test (3.77 versus a covenant of 3.65).
All other tests are passing. The notes have large default-rate
buffers to support their current ratings and should be capable of
absorbing further defaults in the portfolio. This supports the
upgrades and the Stable Outlooks on all of the notes.

Strong Asset Performance: The transaction has performed in line
with Fitch's expectations. The transaction is currently 1.23% above
par and is passing all coverage tests. All tests other than the
fixed-rate portfolio profile test and the WAL test are passing. The
transaction has no defaulted obligations. In addition, the notes
have limited vulnerability to near- and medium-term refinancing
risk, with only 0.83% of the assets in the portfolio maturing
before 2024, and 6.16% in 2025.

Manager Still Reinvesting: Despite the deleveraging, the manager is
still continuing to reinvest unscheduled principal proceeds and
sale proceeds from credit-impaired obligations on a maintain and
improve basis. Given the manager's ability to reinvest, its
analysis is based on a stressed portfolio. Fitch has applied a
haircut of 1.5% to the weighted average recovery rate (WARR) as the
calculation in the transaction documentation is not in line with
the agency's current CLO Criteria.

'B' Portfolio: Fitch assesses the average credit quality of the
underlying obligors at 'B'. The Fitch-calculated weighted average
rating factor of the current portfolio is 32.80 as reported by the
trustee based on the old criteria and 24.24 as calculated by Fitch
under its latest criteria.

High Recovery Expectations: Senior secured obligations comprise
93.76% 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 WARR of the current
portfolio as reported by the trustee was 67.1%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration as calculated by Fitch is 14.68%, which is below the
limit of 17%, and no obligor represents more than 2.6% of the
portfolio balance, as reported by the trustee. Exposure to the
three-largest Fitch-defined industries is 29.68% as calculated by
the trustee.

Deviation from MIR: The class B notes' model-implied rating (MIR)
is one notch above the current rating. The deviation reflects
Fitch's view that the default rate cushion is not commensurate with
the upgrade to the MIR, and the current uncertainty in the
macroeconomic environment, which could feed through into asset
performance.

RATING SENSITIVITIES

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

An increase of the default rate (RDR) at all rating levels in the
current portfolio by 25% of the mean RDR and a decrease of the
recovery rate (RRR) by 25% at all rating levels would not lead to
any downgrades on any of the classes. Downgrades may occur if
build-up of the notes' credit enhancement following amortisation
does not compensate for a larger loss expectation than initially
assumed due to unexpectedly high levels of defaults and portfolio
deterioration.

Due to the better metrics and shorter life of the current portfolio
than the Fitch-stressed portfolio as well as the MIR deviation, the
class B notes display a rating cushion of one notch, the class D
and F notes three notches, and the class E notes two notches There
is no rating cushion for the class A-1 and A-2 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 not lead to downgrades of the class A-1, A-2, or B
notes. The class C notes would be downgraded by one notch, and the
class D, E, and F notes would be downgraded by up to three
notches.

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

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

DATA ADEQUACY

Rockford Tower Europe CLO 2018-1 DAC

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

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

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

SOUND POINT V: Fitch Hikes Rating on Class F Notes to 'B+sf'
------------------------------------------------------------
Fitch Ratings has upgraded Sound Point Euro CLO V Funding DAC class
B-1 to F notes and affirmed the rest. The Outlook is Stable on all
notes.

   Entity/Debt               Rating           Prior
   -----------               ------           -----
Sound Point Euro
CLO V Funding DAC

   A Loan                LT AAAsf  Affirmed   AAAsf
   A Note XS2311365410   LT AAAsf  Affirmed   AAAsf
   B-1 XS2311366061      LT AA+sf  Upgrade    AAsf
   B-2 XS2311366731      LT AA+sf  Upgrade    AAsf
   C-1 XS2311367382      LT A+sf   Upgrade    Asf
   C-2 XS2315958996      LT A+sf   Upgrade    Asf
   D XS2311368190        LT BBB+sf Upgrade    BBBsf
   E XS2311368943        LT BB+sf  Upgrade    BBsf
   F XS2311369081        LT B+sf   Upgrade    B-sf

TRANSACTION SUMMARY

Sound Point Euro CLO V Funding DAC is a cash flow CLO comprising
mostly senior secured obligations. The transaction is actively
managed by Sound Point CLO C - MOA, LLC and will exit its
reinvestment period in July 2026.

KEY RATING DRIVERS

Stable Performance; Low Refinancing Risk: Since Fitch's last review
in November 2022, the portfolio's performance has slightly
improved. As per the last trustee report dated 1 November 2023, the
transaction was 0.5% above par with no reported defaults and it is
passing all its tests. The par value tests have slightly improved
since last year's review and the notes have low exposure to near-
and medium-term refinancing risk, with no assets in the portfolio
maturing before 2024, and 2.6% in 2025. The resilient performance
of the transaction with portfolio losses below rating cases
resulted in today's rating action.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the underlying obligors at 'B'/'B-'. The Fitch-calculated weighted
average rating factor of the current portfolio is 24.7 based on
Fitch's current criteria.

High Recovery Expectations: Senior secured obligations comprise
99.6% 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
63.7%.

Diversified Portfolio: The top 10 obligor concentration as
calculated by Fitch is 11.6%, which is below the limit of 16%, and
no obligor represents more than 1.5% of the portfolio balance.

Transaction in Reinvestment Period: Given the manager's ability to
reinvest, Fitch's analysis is based on a stressed portfolio by
testing 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 at par.

RATING SENSITIVITIES

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

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

Further upgrades, except for the 'AAAsf' notes, 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

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
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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



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

LOTTOMATICA SPA: S&P Affirms 'BB-' Long-Term ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term issuer credit
rating on Italy-based gaming operator Lottomatica SpA and its 'BB-'
issue rating on its EUR1,465 million existing senior secured
notes.

At the same time, S&P assigned a 'BB-' issue rating and '3'
recovery rating to the proposed EUR500 million senior secured
notes.

The stable outlook indicates that S&P expects Lottomatica's revenue
and EBITDA to continue expanding, driven by the integration of
Betflag and SKS365, and the increasing share of online betting.
Adjusted leverage will remain at 3.5x-4.5x (including the margin
loan), supported by reported free operating cash flow (FOCF) after
leases in excess of EUR80 million and a more conservative financial
policy.

Lottomatica intends to issue EUR500 million in new debt to fund the
acquisition of SKS365, driving a moderate leverage increase in
2024. On Nov. 2, 2023, Lottomatica announced it signed an agreement
to acquire 100% of SKS365 for a total enterprise value of EUR639
million. Lottomatica expects the purchase will close in the first
half of 2024, after it receives the customary competition and
regulatory approval. The company is looking to issue EUR500 million
new debt to finance the acquisition, together with cash on balance
sheet. The new debt will be constituted partly by new senior
secured notes due 2030 and partly as a tap to the existing notes
due 2028. The proceeds of the bond issuance will be put into an
escrow account and will be released once the acquisition is
executed. S&P said, "We understand the company has a EUR500 million
bridge facility that it may use to finance the acquisition if it is
unable to issue the proposed debt. Lottomatica will also upsize its
senior secured RCF to EUR400 million, from EUR350 million. The
additional debt will drive S&P Global Ratings-adjusted leverage to
4.1x in 2024 (including SKS365's revenue and EBITDA for half of the
year), from a forecast 3.8x in 2023, before declining to 3.6x in
2025. When including SKS365's EBITDA pro forma for the full year,
we forecast 2024 S&P Global Ratings-adjusted leverage at 3.9x."

The acquisition will strengthen Lottomatica's leading position in
the Italian online and sports gaming markets. SKS365 is an Italian
omnichannel gaming company, expected to report about EUR300 million
of revenue and EUR74 million of company-adjusted EBITDA in 2023,
including 70% in online and 30% in sports franchise. The
acquisition will consolidate Lottomatica's leading position in the
Italian online and omnichannel sports gaming market. This will
bring Lottomatica's market share to approximately 28% in online and
35% in sports (both online and retail) as of September 2023.
Lottomatica expects the acquisition to deliver total synergies of
EUR55 million by 2026, after one-off costs and capital expenditure
(capex) of EUR79 million. The company has a strong track-record of
successful value-accretive acquisitions. However, acquisitions
always carry some integration and other risks.

S&P said, "We expect Lottomatica will return to its long-term
public leverage target after the acquisition-driven deviation in
2024. On May 3, 2023, Lottomatica completed its IPO on the Euronext
Milan Stock Exchange, raising primary and secondary proceeds of
about EUR600 million. The company's current total market
capitalization is about EUR2.3 billion, and the free float accounts
for 28% of the share capital. The remaining 72% is owned by Apollo
Global Management through holding company Gamma Topco. Post-IPO,
Lottomatica targets long-term reported net leverage of 2.0x-2.5x.
We estimate the company's reported leverage range corresponds to
adjusted leverage of 3.5x-4.0x, or 3.0x-3.5x excluding the margin
loan. Following the announced bond issuance and acquisition of
SKS365 however, the company anticipates its reported leverage to
reach 2.8x at closing in 2024, exceeding its own leverage
threshold. We expect reported leverage will return to 2.0x-2.5x in
2025. That said, we note Apollo is still the controlling
shareholder over the medium term, and we cannot exclude future
transformative mergers and acquisitions (M&A) given the company's
track record and intention to continue expanding, eventually into
other regulated European markets."

Successful M&A and improved diversification and profitability
support Lottomatica's performance. In the first nine months of
2023, Lottomatica reported EUR1.2 billion of revenue and about
EUR426 million of company-adjusted EBITDA, corresponding to an
EBITDA margin of 35%. This compares with the EUR1.1 billion revenue
and EUR372 million of company-adjusted EBITDA reported over the
same period in 2022 (pro forma the acquisition of Betflag). A
history of M&A drove the company's strong track record of growth
and profitability improvement. This included various bolt-on and
transformative deals that were mostly debt funded, such as Intralot
S.A., Goldbet, and International Game Technology PLC's
business-to-consumer gaming business in 2021; Betflag in 2022;
Ricreativo B SpA in 2023; and the recently announced acquisition of
SKS365. Acquisitions allowed the group to diversify from gaming
machines into the rapidly expanding, and more profitable, sports
franchise and online segments. As of Sept. 30, 2023, the sports
franchise contributed 19% of reported EBITDA and online contributed
51%. With leading market shares in Italy's online and retail
segments, S&P thinks Lottomatica is well positioned to continue
capturing potential industry growth.

S&P said, "We include Gamma Topco's margin loan in our debt
adjusted metrics. We understand that Gamma Topco, Lottomatica's
holding company, pledged its remaining stake in the company at the
time of the IPO to enter a three-year margin loan of EUR400
million. We expect this loan to be repaid with future secondary
share sales. Gamma Topco is outside of Lottomatica's restricted
group, and we understand the margin loan is nonrecourse to the
listed entity. We cannot exclude potential negative implications
for Lottomatica and its creditors if its share price suffers a
sharp drop, including potentially triggering a change of control at
Lottomatica. We therefore include the margin loan and its expected
interest expenses in our adjusted metrics. When including the
margin loan, adjusted leverage increases by 0.6x-0.7x.

"Our ratings remain constrained by regulatory uncertainty in Italy,
including future concession renewals. This highlights the risks
related to Lottomatica's exposure to a single country. The group's
betting concessions expired in 2016 and have been renewed annually
since then for an annual fee was fixed at about EUR25 million per
year for 2023-2024. Gaming machine concessions are extended for
fees of EUR19 million in 2023 and EUR38 million in 2024. In our
base case, we assume the government will continue to extend the
group's licenses annually. However, we cannot exclude the
possibility that the government will instead launch a tender to
grant nine-year concessions starting in 2025. Lottomatica expects
these concessions may come with an upfront renewal fee of EUR500
million-EUR550 million. This could have a significant effect on the
group's liquidity position. The Italian regulatory regime has
historically been supportive of the gaming industry. Future
regulatory developments are difficult to predict, however. Any
adverse change in taxes, renewal fees, minimum payouts, or
restrictions in the number of gaming machines or on online activity
could materially depress the company's revenue, profitability, cash
flow, and liquidity.

"The stable outlook indicates that we expect Lottomatica's revenue
and EBITDA to continue expanding, driven by the integration of
Betflag and SKS365 and the increasing share of online betting.
Adjusted leverage will remain at 3.5x-4.5x (including the margin
loan), supported by reported FOCF after leases in excess of EUR80
million per year and a more conservative financial policy."

S&P could lower the rating in the next 12 months if operating
underperformance or a more aggressive than expected financial
policy weaken the company's credit metrics. Specifically, S&P could
lower the rating due to one or more of the following:

-- Debt to EBITDA increasing above 4.5x, or funds from operations
(FFO) to debt declining below 12%; or

-- Reported FOCF after leases deteriorating such that the group
cannot generate structurally positive cash flow of above EUR80
million per year.

An upgrade is unlikely, given that Apollo retains control of the
group. That said, S&P could consider an upgrade if Apollo's stake
declines below 40%, pointing to a more diverse shareholding base
and a structurally more conservative financial policy, while credit
metrics would be commensurate with a higher rating level.

S&P said, "Social factors are a moderately negative consideration
in our credit rating analysis of Lottomatica. Like most gaming
companies, Lottomatica is exposed to regulatory and social risks.
This includes the associated costs related to increasing player
health and safety measures, prevention of money laundering, and
changes to gaming taxes and laws. We think Lottomatica's exposure
to a single regulatory regime accentuates these risks. Governance
factors are a moderately negative consideration, as is the case for
most rated entities controlled by private-equity sponsors. We
believe the company's financial risk profile points to corporate
decision-making that prioritizes the interests of the controlling
owners. This also reflects generally finite holding periods and a
focus on maximizing shareholder returns."


RED & BLACK: DBRS Confirms BB(high) Rating on Class D Notes
-----------------------------------------------------------
DBRS Ratings GmbH confirmed its credit ratings on the Class A,
Class B, Class C, and Class D Notes (together, the Rated Notes)
issued by Red & Black Auto Italy S.r.l. (the Issuer) as follows:

-- Class A Notes at AA (high) (sf)
-- Class B Notes at AA (low) (sf)
-- Class C Notes at BBB (high) (sf)
-- Class D Notes at BB (high) (sf)

The credit rating on the Class A Notes addresses timely payment of
interest and ultimate payment of principal by the legal final
maturity date. The credit ratings on the Class B, Class C, and
Class D notes address the ultimate payment of interest and
principal by the legal final maturity date, as well as the timely
payment of interest while the senior-most class is outstanding.

The confirmations follow an annual review of the transaction and
are based on the following analytical considerations:

-- Portfolio performance, in terms of delinquencies, defaults and
losses, as of the September 2023 payment date;

-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables; and

-- Current available credit enhancement to the Rated Notes to
cover the expected losses at their respective rating levels.

The transaction is a securitization of a portfolio of auto loans to
individual borrowers in Italy for the purchase of new and used
vehicles. The receivables are originated and serviced by Fiditalia
S.p.A., whose ultimate parent is Societe Generale, S.A. The
transaction is static and is not subject to residual value risk.
The receivables include insurance premia.

The transaction features a mixed pro rata/sequential amortization
mechanism, whereby the rated notes initially amortize sequentially
until the Class A Notes' support ratio reaches a target level.
Thereafter, the rated notes will start to amortize pro rata.
However, certain events could cause this feature to stop
indefinitely, resulting in the rated notes amortizing on a
sequential basis.

PORTFOLIO PERFORMANCE

As of September 2023, loans two to three months in arrears
represented 0.3% of the outstanding portfolio balance, up from 0.1%
in September 2022. Loans more than three months in arrears
represented 0.5% of the outstanding portfolio balance, up from 0.2%
in September 2022. The cumulative gross default ratio and
cumulative net default ratio were both 0.4%.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

DBRS Morningstar conducted an analysis of the remaining pool of
receivables and updated its base case PD and LGD assumptions to
2.0% and 76.5%, respectively.

CREDIT ENHANCEMENT

Credit enhancement (CE) to the rated notes consists of their
subordination (excluding the unrated Class J Notes) and the cash
reserve. As of the September 2023 payment date, CE to the rated
notes had increased since closing as follows:

-- CE to the Class A Notes to 12.2% from 6.0%
-- CE to the Class B Notes to 9.0% from 4.5%
-- CE to the Class C Notes to 5.1% from 2.6%
-- CE to the Class D Notes to 0.6% from 0.5%

The transaction benefits from a cash reserve funded via the Class J
Notes issuance. The cash reserve is available to cover senior fees,
swap payments, and interest on the Rated Notes. It is amortizing
and set at 0.5% of the outstanding balance of the rated notes and
floored at EUR 2.5 million. As of the September 2023 payment date,
it was at its floor of EUR 2.5 million.

The Bank of New York Mellon SA/NV, Milan branch (BNYM Milan) acts
as the account bank for the transaction. Based on DBRS
Morningstar's private rating on BNYM Milan, the downgrade
provisions outlined in the transaction documents, and other
mitigating factors inherent in the transaction structure, DBRS
Morningstar considers the risk arising from the exposure to the
account bank to be consistent with the rating assigned to the Class
A Notes, as described in DBRS Morningstar's "Legal Criteria for
European Structured Finance Transactions" methodology.

DZ BANK AG Deutsche Zentral-Genossenschaftsbank (DZ Bank) acts as
the swap counterparty for the transaction. DBRS Morningstar's
public Long Term Critical Obligations Rating on DZ Bank of AA is
above the first rating threshold as described in DBRS Morningstar's
"Derivative Criteria for European Structured Finance Transactions"
methodology.

DBRS Morningstar's credit ratings on the notes addresses the credit
risk associated with the identified financial obligations in
accordance with the relevant transaction documents.

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

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

Notes: All figures are in euros unless otherwise noted.




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

BEFESA SA: Moody's Affirms 'Ba2' CFR & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service has affirmed Befesa S.A.'s Ba2 long term
corporate family rating, its Ba2-PD probability of default rating,
as well as the Ba2 rating of its senior secured bank credit
facility instruments. The outlook has been changed to stable from
positive.

"Although Befesa's earnings are likely to increase from 2023 lows
over the next 12-18 months, the growth will unlikely be
sufficiently robust to justify a higher rating, notwithstanding the
underlying improvement of the group's business profile and good
underlying growth prospects for its services," says Matthias Heck,
Moody's lead analyst for Befesa. "Befesa's credit metrics are
currently rather weak for a Ba2 rating, but Moody's expect their
improvement to levels adequate for the current rating over the next
few quarters," Mr. Heck continues.

RATINGS RATIONALE

The outlook stabilization mainly reflects Moody's no longer
expecting Befesa to reach and maintain credit metrics commensurate
with a higher rating over the next 12-18 months. Over the past few
quarters, the group's EBITDA generation has been generally below
the rating agency's expectations, especially during 2023. The key
factors that contributed to the earnings pressure include elevated
coke, electricity and gas prices; a slower-than-expected ramp up of
volumes of recycled steel dust in China amid the slowdown of the
construction activity in the country; and, most recently, a
combination of relatively low zinc prices and almost record high
treatment charges.

Operating conditions for Befesa will likely remain difficult for
most of 2024, with relatively muted GDP growth and ongoing pressure
on zinc and aluminium prices and labour costs. Although Moody's
expects Befesa to increase its earnings over the next 12-18 months
from the 2023 lows, the growth is unlikely to be sufficiently
robust to justify a higher rating at this stage. Moody's forecasts
Befesa's gross debt/EBITDA, as adjusted by the agency, between
3.0x-3.5x over the next 12-18 months, a range largely consistent
with a Ba2 rating, down from a rather weak level of roughly 5.0x in
2023.

Moody's base case for Befesa's EBITDA (based on the group's
definition) for 2024 is between EUR220 million and EUR230 million,
up from around EUR180 million in 2023, with a further growth
potential into 2025. An increase in capacity utilisation in its two
plants in China; a high likelihood of lower treatment charges; a
continued reduction in still-high energy prices; and higher prices
that Befesa hedged for most of zinc it expects to extract; will all
support the earnings growth in 2024.

Furthermore, Befesa is likely to continue investing well above its
maintenance needs, which will limit its free cash flow generation
and the potential for a leverage reduction over the next 12-18
months. Moody's now finds it unlikely that Befesa will reduce and
maintain its reported net leverage below 2.0x (3.4x for 12 months
to September 2023), which was the agency's previous expectation
underpinning the group's positive outlook.

The affirmation of the Ba2 ratings also reflects the underlying
strengthening of Befesa's business profile. Over the past few
years, the group has meaningfully increased its capacity in steel
dust recycling through organic growth in Asia and acquisitions in
the US, thus becoming a global company. In addition, it has funded
the growth conservatively without a major increase in leverage.
Reflecting the larger scale and more diversified operations,
Moody's now tolerates somewhat higher leverage for the group in its
Ba2 rating category. Furthermore, the agency believes that
long-term demand prospects for Befesa's services remain strong,
notwithstanding the current difficult macroeconomic environment.

Befesa's liquidity has weakened during 2023 but remains good. As of
September 2023, the group reported around EUR80 million of cash and
cash equivalents, with an access to an undrawn EUR75 million senior
secured revolving credit facility as well as a various factoring
lines; and relatively limited debt maturities before July 2026,
when the senior secured term loan B constituting most of its debt
falls due. The Ba2 CFR assumes that Befesa will address the
refinancing of the senior secured term loan B well ahead of its
maturity.

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

Befesa's ratings could be upgraded if the group continued to
improve its business profile in terms of size and geographic
diversification, while maintaining a long-term hedging strategy. In
addition, it would need to sustain its Moody's-adjusted gross
debt/EBITDA well below 3.0x and its Moody's-adjusted (cash flow
from operations (CFO)-dividends)/debt in low twenties in % terms,
while maintaining very good liquidity profile.

Conversely, Befesa's ratings could be downgraded if it was not able
to reduce its Moody's-adjusted gross debt/EBITDA well below 4.0x
for a prolonged period; it failed to maintain a long-term hedging
strategy; its Moody's-adjusted (CFO-dividends)/debt remained
sustainably below 15%; or its good liquidity deteriorated.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Steel published
in November 2021.

COMPANY PROFILE

Befesa S.A. is the Luxembourg-based parent company of Befesa group,
a global leader in management and recycling of steel and aluminum
residues. The group operates 25 plants in Europe, Asia and the US,
generating revenue of around EUR1.1 billion in 2022. Befesa S.A.
has been publicly listed since its IPO in 2017.



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

GLOBAL UNIVERSITY: Moody's Affirms 'B2' CFR, Outlook Now Stable
---------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating (and B2-PD probability of default rating of Global
University Systems Holding B.V. (GUS or the group). Concurrently,
Moody's has affirmed the B2 instrument ratings of the existing EUR1
billion backed senior secured term loan B due 2027 and the GBP120
million backed senior secured revolving credit facility (RCF) due
2026, both issued by Markermeer Finance B.V. The outlook on both
entities has been changed to stable from negative.

RATINGS RATIONALE

The change of GUS' outlook to stable from negative and the
affirmation of the B2 CFR reflects the group's good operating
performance over the past year, with 32% revenue growth achieved in
financial year 2023, ended May 31, 2023, and a Moody's-adjusted
EBITDA that has grown to just over GBP200 million. It is further
supported by Moody's expectation that GUS' Moody's-adjusted
leverage will decrease below 6.0x by the end of financial year
2024. After a prolonged period of elevated leverage above Moody's
expectations for the B2 rating, partly explained by a changed
revenue mix as the scale of its recruitment services operations has
subsided, GUS has returned to EBITDA growth in the first quarter of
financial year 2024. During the 12 months period to August 2023,
the group's Moody's-adjusted Debt/EBITDA ratio decreased to 6.3x,
or 6.0x when excluding the drawings outstanding under its RCF.

The rating action also considers GUS' recently more balanced
financial policy, with a focus on organic growth and capacity
expansion projects rather than debt-funded acquisitions. GUS'
credit profile is further supported by its good liquidity profile,
with around GBP0.5 billion of cash on balance sheet and a committed
GBP120 million RCF which serves as a buffer.

Moody's expects that GUS will achieve double-digit revenue growth
also in financial year 2024, through a combination of good student
enrolment growth and tuition fee increases ahead of wage inflation.
The group's institutions in Canada, which have grown by nearly 65%
in revenue terms in financial year 2023, will continue to fuel
growth. Furthermore, Moody's projects GUS' profitability to improve
again, following a period of adjustment. Because of the decreasing
scale of the recruitment services operations, which now represent
just around 4% of group revenue, down from 20% in the financial
year ended November 2019, GUS' profitability margins have weakened
materially over the past two years. During that period, the
Moody's-adjusted EBITA margin decreased from the high level of 30%
to just 19% in financial year 2023.

Moody's expectation is that the group's management will follow a
more selective approach for its recruitment services division going
forward, focusing on high-performing partner institutions rather
than growing the business. Consequently, the revenue and EBITDA
contribution from the segment will remain at current lower levels,
and Moody's does not anticipate a return to the significantly
higher profitability margins achieved prior to the coronavirus
pandemic. Moody's considers the changed approach to recruitment
services as credit positive because it has proven to lead to a more
stable cash flow profile despite lower profitability levels.

The B2 CFR further reflects (1) GUS' position as one of the largest
global providers of private higher education with a strong base in
the UK and Canada; (2) the good revenue visibility from committed
student enrolments and strong underlying market dynamics; (3) the
group's good revenue diversification geographically and by fields
of study, complemented by a good positioning in digital learning;
and (4) relatively high barriers to entry through regulation,
access to real estate and brand reputation.

Conversely, the CFR is constrained by (1) GUS' exposure to the very
competitive and fragmented higher education market with requirement
to comply with rigorous regulatory standards; (2) the group's
elevated financial leverage and historically volatile free cash
flows, in part related to recruitment services business; (3) the
group's strategy of rapid growth through debt-funded M&A and
expansion projects, leading to periodical re-leveraging; and (4)
the governance risk related to the concentration of power around
the founder and chairman.

ESG CONSIDERATIONS

GUS' ratings factor in certain governance considerations such as
its ownership structure with the founder and chairman having
significant control, creating a degree of key man risk. Further, it
considers the group's financial policy which in the past has proven
tolerant of high financial leverage and debt-funded growth, albeit
recently more focused on organic growth projects and with no
dividend payments over the past three years.

LIQUIDITY ANALYSIS

Moody's considers GUS' liquidity profile to be good. As of August
31, 2023, the group had GBP497 million of cash on balance sheet and
GBP54 million available under its GBP120 million RCF due 2026.
Management expects to gradually repay the drawings under its RCF
over the next quarters, which can comfortably be covered by the
ample cash balance the group maintains. According to management,
around 35% of the group's cash is typically held at operating
subsidiaries, with the rest being held centrally as part of group
treasury.

The RCF is subject to a springing net senior secured leverage
covenant set at 6.15x, which is tested when the facility is drawn
down by more than 35%. At the end of August 2023, GUS had ample
headroom under the covenant, and Moody's expects this to continue
to be the case in future.

STRUCTURAL CONSIDERATIONS

The B2 ratings on the EUR1.0 billion backed senior secured term
loan B due 2027 and the GBP120 million backed senior secured RCF
rank pari passu and are aligned with the CFR because they represent
the major debt instruments in the capital structure. The
instruments are guaranteed by subsidiaries representing at least
80% of consolidated EBITDA, and security includes debentures from
UK subsidiaries.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that GUS will
continue to achieve good organic revenue and EBITDA growth through
a combination of increased student numbers and tuition fee
increases, and as such reduce its Moody's-adjusted leverage below
6.0x in the next 12 months. The outlook further assumes that the
group will follow a balanced financial policy and any acquisitions
would not lead to material re-leveraging.

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

Upward pressure on the rating could occur if Moody's-adjusted
Debt/EBITDA sustainably declines below 4.5x, Moody's-adjusted Free
Cash Flow/Debt improves above 5% for a sustained period of time,
and liquidity remains good.

Downward pressure on the rating could develop if GUS
Moody's-adjusted Debt/EBITDA sustainably exceeds 6.0x,
Moody's-adjusted EBITA/Interest sustainably decreases below 2.0x,
Free Cash Flow turns sustainably negative, or liquidity
deteriorates.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

GUS is a private higher education provider offering accredited
academic under- and postgraduate degrees, vocational and
professional qualifications and language courses both on campus and
online. The group also provides marketing, recruitment, retention
and online services to third-party higher education institutions.

GUS was founded in 2003 and is controlled by its founder. The group
is headquartered in the Netherlands and has presence in 12
different countries around the world with over 100,000 active
students across 28 institutions. During the LTM period ended August
31, 2023, GUS generated revenue of GBP847 million and a
company-adjusted EBITDA of GBP194 million.



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

CAIXABANK PYMES 13: DBRS Gives Prov. BB Rating to Series B Notes
----------------------------------------------------------------
DBRS Ratings GmbH assigned provisional credit ratings to the
following series of notes (the Notes) to be issued by CaixaBank
PYMES 13, FT (the Issuer):

-- Series A Notes at AA (sf)
-- Series B Notes at BB (sf)

The provisional credit rating on the Series A Notes addresses the
timely payment of scheduled interest and the ultimate repayment of
principal by the legal maturity date. The provisional credit rating
on the Series B Notes addresses the ultimate payment of scheduled
interest and the ultimate repayment of principal by the legal
maturity date.

The transaction is a cash flow securitization collateralized by a
portfolio of unsecured loans originated by CaixaBank, S.A.
(CaixaBank or the Originator; rated "A" with a Stable trend by DBRS
Morningstar) to small and medium-size enterprises (SME) and
self-employed individuals based in Spain. As of 25 September 2023,
the transaction's provisional portfolio included 41,979 loans to
37,713 obligor groups, totalling EUR 3.5 billion. At closing, the
Originator will select the final portfolio of EUR 3.0 billion from
the provisional pool.

Interest and principal payments on the Notes will be made quarterly
on the 18th of January, April, July and October, with the first
payment date on 18 April 2024. The Notes will pay a fixed interest
rate equal to 2.5% and 2.75% for the Series A Notes and Series B
Notes, respectively.

The provisional pool is well diversified across industries and in
terms of borrowers. There is some concentration of borrowers in
Catalonia (24.6% of the portfolio balance), which is to be expected
given that Catalonia is the Originator's home region. The top one,
ten and 20 obligor groups represent 0.7%, 3.6% and 5.4% of the
portfolio balance, respectively. The top three industry sectors
according to DBRS Morningstar's industry definition are Consumer
Packaged Goods, Business Services, and Real Estate, representing
22.5%, 9.1%, and 6.8% of the portfolio outstanding balance,
respectively.

The Series A Notes benefit from 18.0% credit enhancement through
subordination of the Series B Notes and the presence of a reserve
fund. The Series B Notes benefit from 5.0% credit enhancement
provided by the reserve fund. The reserve fund will be funded
through a subordinated loan and is available to cover senior fees
and interest and principal on the Series A Notes and, once the
Series A Notes are fully amortized, interest and principal on the
Series B Notes. The cash reserve will amortize subject to the
target level being equal to 5.0% of the outstanding balance of the
Series A and Series B notes. The Series B Notes interest and
principal payments are subordinated to Series A Notes payments.
The credit ratings are based on DBRS Morningstar's "Rating CLOs
Backed by Loans to European SMEs" methodology and the following
analytical considerations:

-- The probability of default (PD) for the portfolio was
determined using the historical performance information supplied.
DBRS Morningstar compared the internal credit rating distribution
of the portfolio with the internal credit rating distribution of
the loan book and concluded that the portfolio was of better
quality than the overall loan book. This positive selection was a
factor considered when determining the PD of the pool. DBRS
Morningstar assumed an annualized PD of 1.6% for unsecured loans to
SME and self-employed individuals, and 2.5% for pre-approved
loans.

-- The assumed weighted-average life (WAL) of the portfolio is
3.27 years which is based on the amortization schedule of the
provisional pool.

-- The PD and WAL were used in the DBRS Morningstar SME Diversity
Model to generate the hurdle rates for the respective credit
ratings.

-- The recovery rate was determined following the "Global
Methodology for Rating CLOs and Corporate CDOs" and applying a
stress due to the repurchase option for doubtful loans at a price
that can be significantly below their outstanding par value . For
the Series A Notes, DBRS Morningstar applied a 20.4% recovery
assumption. For the Series B Notes, DBRS Morningstar assumed a
26.0% recovery rate.

-- The break-even rates for the different interest rate stresses
and default timings scenarios were determined using a DBRS
Morningstar proprietary cash flow tool.

The transaction currently benefits from significant amount of
excess spread due to the fact that 55% of the portfolio pays on a
floating rate basis mainly linked to Euribor indices while the
notes pay on a fixed rate. However, the transaction does not
benefit from any interest rate hedging agreements and is therefore
exposed to interest rate risk. The interest generated by the pool
can decrease significantly in scenarios where interest rates fall.
In addition, the servicer can make interest rate type changes to
loans in the portfolio (if agreed with each borrower) which may
lead to further interest rate risk.

DBRS Morningstar's credit ratings on the Series A and Series B
Notes address the credit risk associated with the identified
financial obligations in accordance with the relevant transaction
documents. For the Notes the associated financial obligations are
the related interest payments amounts and the related principal
payments.

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

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

Notes: All figures are in euros unless otherwise noted.



CELSA GROUP: Creditors Formalize Takeover of Business
-----------------------------------------------------
Irene Garcia Perez at Bloomberg News reports that creditors of
Spanish steelmaker Celsa Group, including Strategic Value Partners
and Deutsche Bank AG, formalized on Nov. 23 the takeover of the
company from the Rubiralta family, according to people familiar
with the matter.

In early September, a commercial court in Barcelona approved the
creditors' plan to take control of the company, which stopped
paying its debts more than three years ago, Bloomberg recounts.
The creditor group also includes Anchorage Capital Group, Attestor
Capital, Cross Ocean Partners, GoldenTree Asset Management and
Sculptor Capital Management, Bloomberg discloses.  

The creditors, as well as Spanish banks that had lent the company
EUR522.5 million (US$570 million) including working capital
facilities, signed in the notary public on Nov. 23 the changes in
capital structure, including the change of ownership, the people
said, asking not to be named discussing private information,
Bloomberg notes.

The creditor funds filed a foreign direct investment application in
early October that would allow non-European Union investors to hold
more than 10% in equity, as opposed to having their holdings in
shares and warrants to avoid going above that threshold, some of
the people said, Bloomberg relates.  The process could take up to
three months from filing to complete, Bloomberg discloses.

According to Bloomberg, they also agreed with the Spanish
government on restrictions to the closures of sites and collective
redundancies in coming years.



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

SAMHALLSBYGGNADSBOLAGET: S&P Affirms 'CCC+' ICR, Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' long-term issuer credit
rating on Swedish real estate landlord Samhallsbyggnadsbolaget i
Norden AB (SBB) and removed the rating from CreditWatch negative
where S&P placed it on Nov. 17, 2023.

S&P also affirmed and removed from CreditWatch its 'CCC+' issue
ratings on the senior unsecured debt and its 'C' issue ratings on
the company's subordinated hybrid bonds.

The negative outlook reflects the risk that SBB may not be able to
execute its revised business and funding strategy as planned within
the near term and secure sufficient funding to cover upcoming
maturities in 2024 and 2025.

SBB tendered EUR417.247 million of its nominal EUR700 million
senior unsecured notes, due February 2024, financed with the
Swedish krona (SEK)8 billion cash proceeds recently received from
the Brookfield transaction. On Nov. 24, SBB announced the results
of its tender offer, which was capped to EUR600 million across all
of its euro-denominated hybrid and senior unsecured bonds maturing
between 2024 and 2040. S&P said, "We understand the company
accepted only offers related to its closest bond maturity in
February 2024. Per the company's announcement, EUR417.247 million
were tendered of the nominal EUR700 million senior unsecured bond
(currently outstanding EUR558.8 million) at about 96.8 to par,
resulting in a cash outflow of EUR403.8 million. We consider the
transaction opportunistic because it is unrelated to the default
scenario implicit in the 'CCC+' rating. This is also supported by
the minimal discount to par, funding from recent cash proceeds from
the Brookfield transaction. In addition, we note the company's
currently improved cash position and our expectation that SBB will
have the necessary liquidity to reimburse the remaining outstanding
EUR142 million of unsecured notes at par when they come due in
February 2024. That said, spreads of SBB's longer-dated bonds
remain weak and beyond the sector average. We believe SBB could be
incentivized to launch additional buybacks at prices significantly
below par in the near future instead of refinancing or reimbursing
them. We may consider any such buyback, including another tender
offer, as distressed and tantamount to default."

SBB's liquidity remains weak following the tender result. This is
because SBB will continue facing significant debt maturities over
2024 and 2025 of about SEK20 billion (including the remaining
portion of the February 2024 bond maturity of about EUR142
million), while its liquidity sources remain limited and S&P
believes its access to capital markets remains remote. Asset sales
remain the most likely path to deleveraging and managing the
maturity wall in the foreseeable future.

S&P said, "Moreover, we still view SBB's capital structure as
unsustainable over the longer term until the company can
demonstrate 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 continue to 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
affirmed our issue ratings on the subordinated debt at 'C'. We
maintain our intermediate equity content on the hybrid instruments
reflecting our expectations that the issuer is willing to use the
instruments to absorb losses or conserve cash."

The negative outlook reflects high uncertainty regarding SBB's
ability to successfully secure sufficient funding to cover its
remaining 2024 and 2025 debt maturities.

Downside scenario

S&P said, "We could lower the ratings on SBB if the company fails
to execute sufficient asset disposals or otherwise secure
sufficient funding for its short-to medium-term liquidity needs. We
could also downgrade the company if there were additional
unexpected events, including materialized legal risk, significantly
constraining SBB's credit profile or liquidity or the possibility
of another tender offer or bond buy back that we consider as
distressed and tantamount to default."

Upside scenario

S&P could affirm the ratings on SBB if the company managed to
proceed with sufficient disposals or raised additional capital and
restore its liquidity.




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

TAV AIRPORTS: S&P Assigns 'BB-' Preliminary ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' preliminary issuer credit
rating to TAV Airports (TAV) and its 'B+' preliminary issue rating
to its planned issuance of $400 million to refinance its existing
short-term debt.

The stable outlook is aligned with that on Turkiye (unsolicited
B/Stable/B), as S&P is unlikely to rate TAV more than two notches
above the 'B' transfer and convertibility assessment on Turkiye.

TAV benefits from a diversified airport asset portfolio with mostly
long-tail concessions. In 2022, Turkiye accounted for about 60% of
the group's EBITDA, as adjusted by S&P Global Ratings, including
the 50% proportional consolidation of its flagship airport Antalya.
Furthermore, TAV operates a geographically diversified portfolio of
airports including Almaty in Kazakhstan (18% of adjusted 2022
EBITDA), Tbilisi and Batumi in Georgia (13%), and several airports
in Tunisia and North Macedonia. The group has also added material
diversification through airport services. Other meaningful EBITDA
contributors are Havaş for ground handling services, BTA for
catering services, and TAV OS for lounge services.

TAV is well positioned in Turkiye, where it operates five airports,
including in Ankara, Izmir, Bodrum, and most importantly a 50%
stake in Antalya, Turkiye's largest tourist destination and second
largest airport in the country (35.7 million passengers in 2019).
However, TAV does not operate the new Istanbul International
Airport, the key gateway to the country and transit hub, which
replaced Ataturk airport, which TAV operated until 2019. TAV's
airports outside of Turkiye are key hubs in their respective
countries, face limited competition, and have favorable growth
outlooks.

In addition, TAV's airport concessions are very long term (with
Ankara and Antalya maturing in 2050-2051), while Almaty airport has
no specified maturity. TAV's airports in Georgia, where concessions
expire in 2027, are the exception.

TAV also benefits from a supportive long-term traffic growth
outlook, with most traffic reliant on tourism.Post-pandemic
recovery in passenger numbers in TAV's Turkish airports has been
faster than peers, upheld by the strong pent-up demand for tourist
travel. Over the past four months, traffic has reached pre-pandemic
levels at Antalya and stands at about 95% on average for the other
Turkish airports. Traffic at Kazakhstan's Almaty airport is 50%
above 2019 levels, supported by a growing middle class, increased
tourism and the partial closure of Russian airspace, which has
increased international cargo movements. Traffic in Georgia was
still slightly down (-6%) versus 2019, while Macedonia was 15%
above 2019 levels. Passenger volumes at TAV's Tunisian airports
(only 3% of EBITDA) are lagging, at about 70% of pre-pandemic
levels, resulting in a planned restructuring of its nonrecourse
debt. At the Medinah and Zagreb airports, which are equity
investments, traffic has also fully recovered to pre-pandemic
levels.

The traffic is largely origin-destination, which is less volatile
than transfer traffic. At the same time, the traffic mix is less
diversified than at large international airports, as TAV's Turkish
traffic largely relates to tourism, which exposes it to seasonality
during the summer season, particularly in the Turkish riviera, as
well as to geopolitical considerations that can affect tourists'
travel decisions. A relative strength is the comparatively limited
reliance on any single airline, with the top 10 customers providing
only 35% of group's revenues.

TAV continues to pursue its growth strategy and mainly operates in
emerging markets where we view macroeconomic risks and absence of
regulated returns as less favorable compared with other rated
European peers. TAV's portfolio has been evolving through multiple
international acquisitions, the last of which was the successful
bid for Almaty in 2021. This has been driving recent growth as the
airport is also favored to be a cargo hub in Central Asia. TAV is
currently undergoing heavy and largely debt-financed capex to
expand airport capacity at Antalya, Ankara, and Almaty, with the
bulk of investments in 2023-2024 (about EUR385 million in 2023 and
EUR270 million in 2024, with proportionate consolidation of
Antalya).

Turkiye has a track record of supportive regulatory actions,
including a compensation payment when Ataturk airport was closed
two years ahead of maturity (EUR389 million) and, more recently, a
two-year extension of the concessions and deferral of the
concession fee payment to mitigate the effects of COVID-related
traffic losses. The tariffs are set in euros, providing some
protection against currency movements. Still, in Turkiye, passenger
tariffs (12% of total revenues in 2022) remain flat on a nominal
euro basis through the life of the concession and are not adjusted
for any capex, cost overruns, or traffic decline. This is aligned
with the payment of an annual concession fee, which remains fixed
in euro terms on nominal terms over the life of the concession.
Positively, nonpassenger commercial revenues are updated freely
annually by TAV, albeit with some oversight by the regulator. Since
there is not a predetermined formula, the company can be exposed to
a mismatch between inflation and foreign exchange fluctuations,
although historically the annual increase has provided some
protection. For example, in 2023, the nonpassenger aviation tariff
was increased by 39% in euro terms, compared with 72% annual
average inflation in Turkish lira in 2022.

In Kazakhstan and Georgia, TAV's revenues are also mostly
denominated in U.S. dollars, and regulations generally enable cost
and capex pass-throughs.

As a cornerstone of the international strategy of (ADP;
A/Negative/--), TAV benefits from shared industry, operational, and
management expertise.

Historically, it has received medium-term but flexible shareholder
loans for investments. This provides TAV with continuing advantages
relative to emerging market peers, which S&P captures in its
assessment of TAV's stand-alone credit profile. TAV's largest
shareholder is ADP with a 46% stake, and the rest is free float.
TAV is fully consolidated in ADP's accounts, representing about 20%
of ADP's EBITDA and revenue. Importantly, TAV has historically
received financial support to facilitate acquisitions (EUR600
million shareholder loans over the last couple of years, which it
has partially repaid). S&P recognizes the credit benefit of ADP's
ongoing support in our assessment of TAV's stand-alone credit
profile (SACP).

S&P said, "In addition, we think that TAV could benefit from
extraordinary support from ADP in times of stress. That said, any
extraordinary uplift is not factored in the preliminary 'BB-'
rating, which reflects TAV's stand-alone credit profile, because we
only allow for a differential of two notches with our 'B'
transferability and convertibility (T&C) assessment on Turkiye.
Moreover, we consider extraordinary support as less predictable in
a stress scenario when authorities restrict access to hard currency
and hence it cannot raise ratings above the T&C assessment under
our methodology. Finally, our assessment of potential extraordinary
shareholder support is limited to one notch, as TAV is only 46%
owned and is not part of any cross-default covenants for ADP's
debt. TAV operates in several developing markets and finances
itself independently. Moreover, we think that ADP's incentives to
provide financial support to TAV will reflect the balance between
TAV's strategic growth role and ADP's commitment to its own credit
rating.

"We expect S&P Global Ratings-adjusted funds from operations (FFO)
to debt to increase from a low of 6%-8% in 2023 to 10%-12% by 2025,
as EBITDA should be boosted by traffic growth, returns on its
expansionary capex, and higher passenger tariffs. When calculating
financial ratios, we make a number of analytical adjustments,
notably for debt-like fixed airport concession fee commitments
(EUR724 million in 2022) and for a proportionate consolidation of
TAV's 50% stake in Antalya. We add EUR680 million of Antalya debt
to TAV's reported figures in 2022, therefore increasing our
forecast to EUR0.9 billion-EUR1.1 billion in 2023-2024, which
benefits from a guarantee from TAV during the construction period.
At the same time, we incorporate 50% of Antalya's EBITDA (EUR300
million in 2022, rising to EUR350 million-EUR370 million in
2023-2024).

"We assume TAV's interest expense will materially increase in 2023
on refinancing and debt-funded capex. We expect its free operating
cash flow (FOCF) will turn positive by 2025 after completion of
major capex, also supported by higher tariffs applicable under some
new concessions (Ankara in 2025 and Antalya in 2027) and also new
commercial revenues generated at Almaty and Antalya airports from
2025. Further deleveraging would depend on the group's ambitions on
further acquisitions, but our deleveraging expectation is supported
by guidance publicly provided by the company, where it expects
reported debt to EBITDA to decline to 2.5x-3.0x by 2025 from the
current 5x.

"The preliminary 'BB-' issuer credit rating is capped two notches
above our 'B' T&C assessment on Turkiye, while capturing our view
of the group's proactive liquidity management and access to hard
currency cash flows and reserves. The maximum two notch
differential above Turkish's T&C assessment is because we estimate
about 55%-60% of TAV's EBITDA will continue coming from operations
in Turkiye--when including its 50% share in Antalya. Nevertheless,
we believe access to foreign exchange is strongly mitigated, in our
view, by the group's profitable international operations--including
those in Kazakhstan (BBB-/Stable/A-3) and Georgia
(BB/Stable/B)--sizable cash reserves at offshore accounts (EUR149
million as of Sept. 30, 2023), and a significant share of hard
currency revenues received from airlines, including its Turkish
operations (63% of total revenues in 2022). Furthermore, pro forma
the expected refinancing, 2024 debt maturities should be very
manageable. We understand that management is committed to
proactively managing its liquidity, including timely refinancing of
the sizable September 2025 debt maturity relating to a project
finance bridge for Antalya. TAV currently guarantees 50% (estimate
to rise to about EUR1.2billion) of such debt, roughly half of which
is provided by development banks. Similarly, we expect TAV to
accumulate sufficient offshore cash reserves or refinance well in
advance the proposed notes, in line with management's financial
strategy and commitment to the rating. These factors are critical
to the group passing our hypothetical sovereign and T&C stress test
on Turkiye in the coming years.

"The stable outlook is aligned with that on the rating on Turkiye
and the corresponding 'B' T&C assessment, given the maximum rating
differential of two notches with such a T&C assessment. It also
reflects our expectation of positive FOCF starting 2025 and
strengthening adjusted FFO to debt toward 10%, when we expect the
bulk of its investment plan to be near completion. Furthermore, we
consider continued proactive refinancing and liquidity management
to continue passing our hypothetical sovereign and T&C stress test
on Turkey in future years."

S&P could take a negative rating action on TAV if it takes a
negative rating action on the sovereign or revise down the T&C.

In addition, rating downside could materialize if TAV no longer
passes S&P's sovereign and T&C stress scenario on Turkiye. This
would happen if, contrary to its base-case scenario, TAV fails to
accumulate sufficient offshore liquidity reserves and/or to
refinance meaningful part of any sizeable upcoming debt maturities
(including Antalya's project finance bridge which matures in
September 2025) no less than one year in advance. If not met, the
rating would be capped at the 'B' T&C assessment on Turkey.

Although unlikely, rating downside could also stem from higher
exposure to Turkiye (consistently above 70% of adjusted EBITDA),
which would reduce the maximum allowed rating differential with the
sovereign rating.

S&P said, "We could also take a negative rating action if we
believe that TAV cannot maintain its 'bb-' stand-alone credit
profile, notably if it cannot recover adjusted FFO to debt toward
10% by 2025, due to for example weaker traffic than our
expectations, significant cost overruns or delays that can postpone
the expected deleveraging path, or if the group's appetite for
acquisitions increases leverage beyond our expectations.

"We could take a positive rating action if we raised the 'B' T&C
assessment on Turkiye combined with TAV strengthening its SACP
(including timely refinancing of Antalya's project finance bridge).
The latter could be supported by gradual deleveraging, with FFO to
debt remaining above 13% on a sustainable basis, owing to
successful implementation of the group's capex plan and
strengthening profitability while maintaining adequate
international diversification. Although not anticipated over the
medium term, rating upside could also materialize if TAV's exposure
to Turkiye decreases to meaningfully below 50% while FFO to debt
improves to consistently above 13%."




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

EUROMASTR 2007-1V: Fitch Affirms 'BB+sf' Rating on Class E Notes
----------------------------------------------------------------
Fitch Ratings has affirmed EuroMASTR Series 2007-1V Plc's notes,
removed the class E notes from Rating Watch Negative (RWN) and
revised the Outlook on the class C notes to Stable from Negative.

   Entity/Debt                 Rating           Prior
   -----------                 ------           -----
EuroMASTR Series
2007-1V plc

   Class A2 XS0305763061   LT AAAsf  Affirmed   AAAsf
   Class B XS0305764036    LT AAAsf  Affirmed   AAAsf
   Class C XS0305766080    LT AAAsf  Affirmed   AAAsf
   Class D XS0305766320    LT Asf    Affirmed   Asf
   Class E XS0305766676    LT BB+sf  Affirmed   BB+sf

TRANSACTION SUMMARY

The transaction is a securitisation of owner-occupied and
buy-to-let mortgages originated in the UK by Victoria Mortgage
Funding and serviced by BCMGlobal Mortgage Services Limited.

KEY RATING DRIVERS

Transition to Alternative Reference Rate: Fitch placed the class E
notes on RWN in September 2023. Fitch had previously revised the
Outlooks on the class C and E notes to Negative to reflect the risk
that the notes' interest rate could become fixed if they did not
transition to an alternative reference rate by March 2024, when the
Financial Conduct Authority plans to stop publication of
three-month GBP Libor.

The issuer published a notice to noteholders on 16 November 2023
following consent from noteholders to transition to compounded
daily SONIA. Fitch has therefore removed the class E notes from RWN
and assigned a Stable Outlook. Fitch has also revised the Outlook
on the class C notes to Stable.

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 economic environment. Weakening economic performance
is strongly correlated with increasing levels of delinquencies and
defaults that could reduce credit enhancement (CE) available to the
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 potential
upgrades.

DATA ADEQUACY

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

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

Overall, 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

EuroMASTR Series 2007-1V plc has an ESG Relevance Score of '4' for
Customer Welfare - Fair Messaging, Privacy & Data Security due to
compliance risks including fair lending practices, mis-selling,
repossession/foreclosure practices and consumer data protection
(data security), which has a negative impact on the credit profile,
and is relevant to the ratings in conjunction with other factors.

EuroMASTR Series 2007-1V plc has an ESG Relevance Score of '4' for
Human Rights, Community Relations, Access & Affordability due to
accessibility to affordable housing, which has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.

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

INEOS QUATTRO 2: Fitch Assigns 'BB+' Final Rating to Sr. Sec Bonds
------------------------------------------------------------------
Fitch Ratings has assigned INEOS Quattro Finance 2 Plc's EUR525
million and USD400 million 2029 senior secured bonds final senior
secured ratings of 'BB+'. The Recovery Ratings are 'RR2'.

The notes will be guaranteed on a senior secured basis jointly and
severally by INEOS Quattro Holdings Limited (INEOS Quattro;
BB/Negative) and the guarantors of the existing senior secured
indebtedness. The notes will rank pari passu, and share the same
collateral on a first-priority basis, with the existing and future
senior secured indebtedness of INEOS Quattro Finance 2 Plc, INEOS
Quattro Holdings UK Limited, INEOS Styrolution US Holding LLC,
INEOS Styrolution Group GmbH and INEOS US Petrochem LLC.

INEOS Quattro intends to use the proceeds of the offering to repay
existing debt, finance a portion of the purchase price of the Texas
City site acquisition and pay related fees and expenses.

The Negative Outlook on INEOS Quattro's 'BB' Long-Term Issuer
Default Rating (IDR) reflects its view that adverse market
conditions in 2023 and 2024 will drive EBITDA net leverage above
5x. Fitch expects that a recovery of the chemical markets by 2025,
coupled with capex and dividend discipline, will reduce EBITDA net
leverage below 3.7x in 2026. However, significant capacity
additions in aromatics, acetyls and styrenics mean that INEOS
Quattro's markets may remain oversupplied for longer than Fitch
forecasts, depending on the pace of demand recovery and global
capacity restructuring.

KEY RATING DRIVERS

Leverage Surge on Market Trough: INEOS Quattro's EBITDA has fallen
sharply across its four segments in 2023 due to weak demand and
ample supply in its markets. The global chemical sector peaked in
1H22, and troughed in 2023. Fitch now expects INEOS Quattro's
EBITDA to fall to EUR0.9 billion in 2023 from EUR2.2 billion in
2022, which is well below the company's guidance of
bottom-of-the-cycle EBITDA. Consequently, EBITDA net leverage will
rise to 5.7x in 2023, well above the negative rating sensitivity of
3.7x, from a conservative level of 1.9x in 2022.

Fitch believes EBITDA net leverage will remain elevated in 2024 as
capacity continues to exceed demand, and that INEOS Quattro's
leverage will trend towards the negative sensitivity by 2025 and
return below the sensitivity only in 2026. This factors in dividend
and capex discipline as management strives to restore net
debt/EBITDA below 3x. Fitch also expects weak EBITDA interest
coverage of below 3x until 2026 due to rising interest rates and
margins on loans.

Prolonged Oversupply, Fierce Competition: Large capacities
commissioned in 2023-2024 will keep styrenics, aromatics and
acetyls sectors well supplied until at least 2025. Fitch expects
demand to recover from 2024, based on reduced inventories across
chemical value chains and signs of demand improvements as prices
stopped declining, but this will only mitigate the impact of new
capacity.

Inovyn More Insulated: Inovyn has the strongest barriers to entry
across the four business segments but it has been affected by
increasing PVC exports from cost-advantaged US competitors. Fitch
forecasts quicker earnings recovery in 2025, as reduced operating
rates in Europe tighten the regional caustic soda market. Fitch
expects Inovyn's EBITDA contribution to be the highest and least
volatile in 2023-2027.

Reduced Mid-Cycle View: Fitch has revised down its assessment of
mid-cycle EBITDA (excluding results of associates) to EUR1.6
billion-EUR1.7 billion from EUR1.8 billion due to the overcapacity
situation and higher energy prices in Europe. Fitch expects INEOS
Quattro's performance to return to mid-cycle only in 2026. Assuming
net debt is maintained at EUR5.5 billion, this will lead to EBITDA
net leverage around 3.3x, which Fitch sees as commensurate with the
current rating. INEOS Quattro's management is implementing cost
savings that will help defend the group's through-the-cycle
EBITDA.

Texas City Acquisition: The announced acquisition of the Texas City
acetyls plant will modestly contribute to increasing EBITDA, with
possible de-bottlenecking upsides. This could generate incremental
EBITDA and save the group from building its own capacity, which
would have been costly.

Diversified Global Leader: INEOS Quattro operates in four chemical
value chains and is a top-three producer in North America and
Europe for some products, while its position is more mid-tier in
the more fragmented Asian market. Its subsidiaries Styrolution and
Inovyn offer more value-added products, leading to more pricing
power, while the aromatics and acetyls businesses produce pure
commodity chemicals and have more volatile earnings. The four
businesses operate largely independently, but INEOS Quattro
continues to pursue operational synergies.

Rated on Standalone Basis: INEOS Quattro is part of a wider INEOS
Limited group. Fitch rates the company on a standalone basis. It
operates as a restricted group with no cross-guarantees or
cross-default provisions with INEOS Limited or other entities
within the wider group.

Debt Ratings: Over 90% of the group's debt is senior secured, with
the remainder unsecured. The senior secured rating reflects the
security package and is one notch above INEOS Quattro's IDR. The
senior unsecured rating is one notch below the IDR, reflecting
subordination.

DERIVATION SUMMARY

Olin Corporation (BBB-/Stable) is a vertically-integrated global
manufacturer and distributor of vinyls, chlor alkali, epoxy and
ammunition products. Olin's scale (2022 EBITDA: USD2.4 billion) is
comparable with INEOS Quattro, while its end-market diversification
is weaker. Olin's cost position is stronger, supported by its
access to competitively priced natural gas liquids-based ethylene
feedstocks. Fitch expects Olin to maintain lower EBITDA gross
leverage than INEOS Quattro, trending at 1.5x-2.0x through the
forecast horizon.

INEOS Quattro's business profile is broadly similar to INEOS Group
Holdings S.A.'s (IGH; BB+/Negative) considering scale, global reach
and business diversification. However, IGH benefits from a cost
advantage at its US sites, and also from feedstock flexibility in
Europe. Although Fitch expects IGH's EBITDA net leverage to surge
in 2023-2024, Fitch forecasts that on average it will be 0.7x lower
than INEOS Quattro's over 2023-2026.

Synthos Spolka Akcyjna (BB/Stable) is mainly engaged in the
manufacture of synthetic rubber and insulation materials, with
operations concentrated in Central Europe. Synthos is smaller (2022
EBITDA: USD400 million) and less diversified than INEOS Quattro,
has similar EBITDA margins in mid-teens, but benefits from strong
vertical integration and maintains lower EBITDA net leverage, which
Fitch expects below 2.5x from 2025.

INEOS Enterprises Holdings Limited (IE; BB-/Stable) is a
diversified chemical producer specialised in pigments, composites,
solvents and other chemical intermediates. Unlike IGH and INEOS
Quattro, IE has smaller scale and is only a regional leader in
niche chemical markets, but with modestly higher margins. Fitch
expects IE's EBITDA net leverage to reduce below 3x by 2025.

KEY ASSUMPTIONS

- Consolidated sales to fall by 41% to EUR10.8 billion in 2023, by
2.7% to EUR10.5 billion in 2024; to grow by 9.6% to EUR11.5 billion
in 2025, 6.6% to EUR12.2 billion in 2026 and 1.8% to EUR12.5
billion in 2027

- EBITDA margin to fall in 2023 to 7.8%, increase to 10.2% in 2024,
12.2% in 2025, 13.1% in 2026, 13.8% in 2027

- Effective interest rate on average at 6.7% in 2023-2027

- Total dividends of EUR1 billion in 2023, EUR0.2 billion in 2024,
EUR0.2 billion in 2025, EUR0.4 billion in 2026 and EUR0.6 billion
in 2027

- Capex of EUR525 million in 2023, EUR400 million in 2024, EUR450
million in 2025, EUR500 million in 2026 and EUR600 million in 2027

RATING SENSITIVITIES

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

The Outlook is Negative, therefore Fitch does not expect positive
rating action. However, outperformance of the company, leading to
expectations of a quicker return of EBITDA net leverage below 3.7x
could lead to a revision of the Outlook to Stable.

- EBITDA net leverage below 2.7x on a sustained basis would be
positive for the rating

- EBITDA gross leverage below 3.2x on a sustained basis

- Record of conservative financial-policy implementation

- Improvement in cost structure and specialty product offerings
leading to lower overall earnings volatility

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

- EBITDA net leverage above 3.7x a sustained basis

- EBITDA gross leverage above 4.2x on a sustained basis

- Significant deterioration in business profile such as scale,
diversification or product leadership, or prolonged market
pressure

- High dividend payments or capex leading to sustained negative
FCF

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: As of 30 September 2023, INEOS Quattro had
EUR2.1 billion of cash and cash equivalents. The company has no
meaningful debt repayments until 1Q26 when about EUR3.6 billion
comes due. Fitch expects INEOS Quattro to maintain comfortable
liquidity in 2023-2027. The company also has EUR512 million of
unutilised committed securitisation facilities that mature in June
2024.

Large Floating Debt: About 72% of INEOS Quattro's EUR7.2 billion
gross debt has floating rates. Consequently, interest burden has
significantly increased in 2023. Assuming a proactive refinancing
of 2026 maturities, Fitch expects gross interest expense to rise to
about EUR500 million in 2024-2027. Over 90% of the company's debt
is guaranteed by INEOS Quattro and other subsidiaries in the group
on a senior secured basis. The EUR500 million senior unsecured
notes are guaranteed by INEOS Quattro on a senior basis and by
other subsidiaries in the group on a senior subordinated basis.

ISSUER PROFILE

INEOS Quattro is a diversified producer of chemical commodities and
intermediates. Its main products are styrenics, vinyls, aromatics
and acetyls.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch has reclassified EUR299 million of lease liabilities as other
financial liabilities and excluded them from financial debt. It has
also reclassified EUR11.6 million of lease interest expense as
selling, general and administrative expenses from interest
expenses. Depreciation and amortisation have been reduced by
right-of-use asset depreciation of EUR88.7 million.

Fitch has added back EUR41.1 million of exceptional administrative
expenses to EBITDA.

   Entity/Debt          Rating         Recovery   Prior
   -----------          ------         --------   -----
INEOS Quattro
Finance 2 Plc

   senior secured   LT BB+  New Rating   RR2      BB+(EXP)

IVC ACQUISITION: Fitch Assigns B Final LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has assigned IVC Acquisition MidCo Ltd (IVCE) a final
Long-Term Issuer Default Rating (IDR) of 'B' with a Stable
Outlook.

Fitch has also assigned a final senior secured rating of 'B' with a
Recovery Rating 'RR4' to VetStrategy Canada Holdings Inc.'s (VS)
senior secured term loan B (TLB) of USD1.1 billion and IVC
Acquisition Ltd's extended TLBs of GBP900 million and EUR2.27
billion.

This follows the completion of its consolidation of VS in the
restricted group and refinancing, with final terms in line with its
prior expectations.

IVCE's 'B' IDR reflects negative free cash flow (FCF) and execution
risks that are balanced against a robust business model with
leading position in core markets, strong sector fundamentals
offering organic growth, and strong underlying operating
profitability. The Stable Outlook reflects its improved market
position after consolidating VS in the restricted group and an
expected improvement in leverage, boosted by a shareholder equity
injection of GBP1.2 billion.

Fitch has withdrawn IVC Acquisition Pikco Limited's 'B' IDR, which
was on Stable Outlook, due to change in the group structure.

KEY RATING DRIVERS

Improved Business Profile: The consolidation of VS has increased
IVCE's business scale and extended its geographic footprint to
Canada, which contributes 21% of revenue. Fitch anticipates
material synergies and scale benefit within the expanded group from
procurement, shared resources, and an integrated digital platform.
Fitch expects that IVCE will maintain or grow its leading market
positions, with steady revenue growth, despite some current
softness in profitability and pressure on FCF margins, reflecting
investments in staff and platforms such as digital infrastructure.

Equity Injection Supports Deleveraging: Fitch expects EBIDAR
leverage to decrease to around 8.9x at FYE23 (year end September)
from 11.0x at FYE22, supported by debt reduction of GBP560 million
following the equity injection in FY23. Fitch believes that IVCE
will be able to mitigate cost inflation through price increases, in
line with the market. However, Fitch estimates EBITDA margins to
have remained subdued in FY23 at slightly below 14% in an
inflationary environment. Fitch anticipates EBITDA margin to
improve to above 15% in FY24, which, in combination with
equity-funded M&A earnings contribution, should improve EBITDAR
leverage towards 7.5x at FYE24.

FCF Under Pressure: Fitch projects FCF to remain negative in the
next 12 months, driven by higher interest costs and still depressed
EBITDA margins. Fitch expects accelerating organic growth and
improving profitability, in combination with efficient
working-capital management, to help turn FCF to neutral or positive
from FY25. Fitch expects increased capex from FY24, at 4.5% of
revenue, to support a growing business, but see flexibility for
cutback in expansionary capex if needed. Fitch estimates M&A will
pick up from FY24 as IVCE continues to seek opportunities to
consolidate the industry. In its rating case, Fitch assumes
GBP500million of M&A in FY24, which will largely be equity-funded.

Refinancing Materially Addressed: The extended revolving credit
facility (RCF) and TLBs (which represent the main part of the
capital structure) mature in November 2028. Due to the springing
maturity setup, these facilities will mature first as long as the
existing second-lien TLB - which matures in February 2027- remains
outstanding. Fitch believes that the relatively small size of the
second-lien debt (GBP377 million), together with the positive
trajectory of IVCE's credit metrics, is a material step towards
addressing its refinancing risks.

Moderate Execution Risks: Fitch anticipates moderate execution
risks for IVCE as it strengthens its existing platform while
investing further in value-accretive M&A. However, this is
mitigated by careful planning, its record of implementing M&A, and
the associated framework. In addition, acquisitions remain
discretionary and can be paused (as occurred in FY23), which
enables IVCE to support its deleveraging capacity.

Diversified Customer-Centric Operations: IVCE has leading positions
in its core markets and is establishing itself as a leading
international veterinary care business, with a strong medical and
customer focus. It plans to focus on growing economies of scale,
consolidating the fragmented animal healthcare market and creating
leading regional veterinary chains. These regional operations are
supported by common head-office functions realising scale
benefits.

DERIVATION SUMMARY

Fitch assesses IVCE under its Generic Navigator Framework, taking
into consideration underlying animal care and consumer service
characteristics, which drive its business profile. IVCE's strategy
of consolidating a fragmented care market and generating benefits
from scale and standardised management structures is similar to the
strategies of other Fitch-rated health care operations such as
laboratory services and dental/optical chains. However, the animal
care market is less regulated than human healthcare, which allows
for greater operational flexibility, but also introduces a higher
discretionary characteristic to an otherwise defensive spending
profile.

Fitch expects IVCE's EBITDAR leverage to fall to around 7.5x in
FY24. Its financial profile is underpinned by EBITDA margin
improvement (pro-forma for acquisitions) towards the mid-high teens
in FY25 translating into gradually improving, albeit remaining
broadly neutral, FCF.

High-yield peers active in industry consolidation such as Finnish
private health operator Mehilainen Yhtym Oy (B/Stable), laboratory
testing company Inovie Group (B/Negative), and Laboratoire Eimer
Selas (B/Negative) exhibit a similar financial risk profile to
IVCE's. This reflects their 'buy-and-build' growth strategies,
albeit in more regulated healthcare sectors, which have also
benefitted from the pandemic, similarly to IVCE.

KEY ASSUMPTIONS

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

- Organic revenue growth of around 5% for FY24 in the consolidated
group including VS and improving to 5.6%-5.8% for FY25-FY26

- Fitch-defined EBITDA margin gradually improving to around 15% in
FY24 and 16.5% in FY25, from 13.8% in FY23, reflecting a
normalising economic environment and synergy realisation

- Fitch-adjusted operating leases at 4.2% of revenue to FY25

- Working-capital cash inflow of GBP48 million for FY23, followed
by GBP20 million in FY24 and GBP5 million per year in FY25

- Capex at 4.1% of revenue in FY23, followed by 4.5% in FY24-FY25

- Contingent consideration payments around GBP50 million-GBP65
million per year to FY25

- M&A of up to GBP500 million in FY24, followed by GBP750 million
per year in FY25-FY26, at 10x multiple

- A further GBP400million equity injection in FY24

- No dividends to FY26

RECOVERY ANALYSIS

KEY RECOVERY RATING ASSUMPTIONS

Fitch would expect IVCE to be restructured in a default and to
continue operating as a going concern (GC) as Fitch believes that
this approach will maximise recoveries over a liquidation of the
assets.

Under the new capital structure, Fitch estimates a distressed
EBITDA of GBP410 million, reflecting its reassessment of the EBITDA
contribution following the consolidation of VS, which should
improve IVCE's market position and geographic diversification. This
also factors in potential M&A activities in FY24, which would
largely be equity-funded. Its unchanged 6x distressed multiple
leads to a distressed EV of about EUR2.2 billion.

According to its criteria, Fitch has assumed the newly increased
RCF of GBP618 million to be fully drawn and ranking equally with
the TLBs. Fitch expects the resulting recovery for the increased
senior secured TLBs of around GBP4.4 billion at 50%, corresponding
to a 'RR4' and translating into an instrument rating of 'B'.

RATING SENSITIVITIES

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

- Aggressive debt-funded acquisitions at high multiples or weak
operating performance leading to weakened financial metrics
including:

- EBITDAR leverage above 7.5x (pro-forma for acquisitions) on a
sustained basis

- EBITDA margin falling below 14%

- Negative or neutral FCF on a sustained basis

- EBITDAR fixed charge coverage below 1.5x on a sustained basis

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

- Successful integration of acquired operations in combination with
increasing scale and profitability, or material shareholder support
in the form of equity injection, leading to improved financial
metrics on a sustained basis, including:

- EBITDAR leverage below 6.0x

- EBITDA margin above 17%

- FCF margin in mid-single digits

- Satisfactory financial flexibility with EBITDAR fixed charge
cover above 2.0x

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Fitch views IVCE's liquidity as
satisfactory following the sizeable equity injection of GBP800
million in FY23, with a further GBP400 million committed for FY24.
Fitch estimates IVCE to have had over GBP500 million of cash on its
balance sheet at FYE23 in the consolidated group, with the GBP618
million-equivalent RCF undrawn.

Refinancing risk is somewhat mitigated by IVCE's deleveraging
capacity and a resilient business profile. The extended RCF and
TLBs (which represent the main part of the capital structure)
mature in November 2028, but with a springing maturity and hence
rank prior to the existing second-lien that matures in February
2027.

ISSUER PROFILE

IVCE is the largest veterinary practice group in Europe and Canada,
with a presence in about 20 countries.

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
   -----------            ------         --------   -----
IVC Acquisition
Midco Ltd           LT IDR B  New Rating            B(EXP)

IVC Acquisition
Ltd

   senior secured   LT     B  New Rating   RR4      B(EXP)

VetStrategy Canada
Holdings Inc.

   senior secured   LT     B  New Rating   RR4      B(EXP)

IVC Acquisition
Pikco Limited       LT IDR WD Withdrawn             B

METRO BANK: Shareholders Back GBP1-Bil. Rescue Deal
---------------------------------------------------
BBC News reports that Metro Bank shareholders have voted to back a
rescue deal worth nearly GBP1 billion aimed at securing the bank's
future.

The agreement to raise extra funds from investors and refinance
debt was struck last month after speculation about Metro's
financial position, BBC recounts.

The deal includes GBP325 million in new funding and the refinancing
of GBP600 million of debt, BBC discloses.

Metro said shareholders had voted "overwhelmingly" in favour of the
deal, with nearly 93% of votes cast backing the package, BBC
relates.

According to BBC, under the deal, Colombian billionaire Jaime
Gilinski Bacal will become Metro's controlling shareholder with a
53% stake.  His firm, Spaldy Investments, is putting GBP102 million
into the bank, BBC states.

The shareholder vote was the final hurdle after bondholders -- who
are set to lose 40% of their investments -- backed the plan in
October, BBC relates.

The bank now has 2.7 million customers and holds about GBP15
billionn worth of deposits in 76 branches.

The lender has faced a number of challenges in recent years after
an accounting scandal in 2019, which led to the departure of some
top executives, including the bank's founder, BBC relays.

The bank's shares had slumped in early October after reports
suggested it needed to raise money to shore up its finances, BBC
discloses.  This led to several days of intense speculation about
the bank's future, before the new financial package was agreed, BBC
notes.



SWIFT SCAFFOLD: Administrators Engage in Sale Process for Assets
----------------------------------------------------------------
Business Sale reports that administrators are seeking to sell the
assets of a Midlands scaffolding company after it fell into
administration and ceased trading.

Swift Scaffold (Midlands) Limited collapsed on November 17 2023,
with FRP Advisory's Nathan Jones and John Lowe appointed as joint
administrators, Business Sale relates.

According to Business Sale, the company, which is based in
Burton-on-Trent, had faced margin pressures on its contracted work
prior to entering administration.  The firm provided scaffolding
services for construction sites throughout the Midlands.

Despite efforts by the company's directors to secure a solvent sale
of the business, no viable offers were received and the company
ceased trading following the appointment of the joint
administrators, Business Sale discloses.

The joint administrators are now engaged in a sale process for the
business' assets and are also working with the company's four
full-time staff members while fulfilling their statutory duties,
Business Sale states.  Alongside its full-time workforce, Swift
Scaffold also worked with a team of around 30 sub-contractors
supplied via an agency.

In its accounts for the year ending June 30 2022, Swift Scaffold's
fixed assets were valued at slightly over GBP1 million, compared to
GBP962,295 in its previous set of financials, while current assets
stood at just over GBP5 million, down from GBP5.2 million, Business
Sale states.  At the time, its total equity amounted to GBP4.5
million, compared to GBP4.1 million in its previous accounts,
Business Sale discloses.

As insolvencies increase amid widespread economic headwinds across
the UK, construction has been the industry worst affected, with
companies in the sector facing supply chain issues, soaring raw
material costs, high inflation and interest rates and unmanageable
debt piles from the COVID-19 pandemic, Business Sale relays.


TOWD POINT 2023: DBRS Gives Prov. B Rating to Class F Notes
-----------------------------------------------------------
DBRS Ratings Limited assigned provisional credit ratings to the
residential mortgage-backed notes to be issued by Towd Point
Mortgage Funding 2023 - Vantage 3 plc (the Issuer) as follows:

-- Class A1 at AAA (sf)
-- Class A2 at AAA (sf)
-- Class B at AA (low) (sf)
-- Class C at A (low) (sf)
-- Class D at BBB (low) (sf)
-- Class E at BB (low) (sf)
-- Class F at B (sf)

The credit rating on the Class A1 and A2 notes (together, the Class
A Notes) addresses the timely payment of interest and the ultimate
repayment of principal. The credit rating on the Class B notes
addresses the timely payment of interest once they are the most
senior class of notes outstanding and the ultimate repayment of
principal on or before the final maturity date. The credit ratings
on the Class C, Class D, Class E, and Class F notes address the
ultimate payment of interest and principal.

DBRS Morningstar does not rate the Class Z notes and Class XB
certificates also expected to be issued in this transaction.

CREDIT RATING RATIONALE

The Issuer is a bankruptcy-remote special-purpose vehicle
incorporated in the United Kingdom (UK). The Issuer will use the
proceeds of the notes to fund the purchase of UK residential loans
secured over residential properties located in England, Wales,
Northern Ireland, and Scotland. The loans were originated by GE
Money Home Lending Limited, First National Bank plc, and Igroup
Limited and were previously securitized by Towd Point Mortgage
Funding 2019-Vantage2 Plc (Vantage 2). On the Closing Date, the
beneficial title of the mortgage loans will be purchased from
Vantage 2 by CERH Vantage Holdings SARL (the Seller) and
immediately transferred to the Issuer. The Retention Holder,
Cerberus European Residential Holdings II, S.a r.l., will hold a
material economic interest of no less than 5% in the securitization
by retaining at least 5% of the nominal value of each of the
tranches sold or transferred to investors.

Capital Home Loans Limited is the Servicer and Legal Title Holder
of the loans. Homeloan Management Limited will be appointed as the
Backup Servicer at closing and CSC Capital Markets UK Limited will
act as the Backup Servicer Facilitator.

The initial mortgage portfolio consists of GBP 442 million of
first-lien mortgage loans collateralized by mostly owner-occupied
properties in the UK. The weighted-average (WA) current indexed
loan-to-value, as calculated by DBRS Morningstar, equals 54.1% and
the WA seasoning of the portfolio is 16.9 years. 29.1% of the loans
have been in arrears for three months or more, 8.1% of the loans
are under litigation, and 2.5% have reached their maturity but not
paid their final instalment (overdue). The majority of the loans in
the portfolio consist of interest-only loans (66.9%) or part and
part loans (12.4%).

The notes pay a coupon linked to the daily compounded Sterling
Overnight Index Average. All the loans in the provisional portfolio
are floating-rate loans and the majority (98.6% of the portfolio)
are linked to the Bank of England Base Rate, with the remaining
linked to the Standard Variable Rate. There will be no swap in the
structure and thus the basis mismatch remains unhedged. DBRS
Morningstar has taken this basis mismatch into account in its cash
flow analysis.

Liquidity in the transaction is provided by a liquidity reserve,
which shall cover senior fees and interest payment on the Class A
notes and Class B notes once most senior up to the Liquidity
Facility (LF) Cancellation Date. The Liquidity Reserve Fund will
cover senior fees and interest payments on the Class A notes and
Class B notes once most senior on and from the LF Cancellation
Date, and will be funded by Available Revenue and Principal
receipts. In addition, principal borrowing is also envisaged under
the transaction documentation and can be used to cover senior costs
and expenses as well as interest shortfalls of Classes A to F. The
terms and conditions of the Class B to Class F notes allow for
interest to be deferred even when they are the most senior classes
of notes.

Credit enhancement for the Class A notes is calculated at 28.00%
and is provided by the subordination of the Class B to Class Z
notes. Credit enhancement for the Class B notes is calculated at
23.25% and is provided by the subordination of the Class C to Class
Z notes. Credit enhancement for the Class C notes is calculated at
18.25% and is provided by the subordination of the Class D to Class
Z notes. Credit enhancement for the Class D notes is calculated at
15.25% and is provided by the subordination of the Class E to Class
Z notes. Credit enhancement for the Class E notes is calculated at
12.25% and is provided by the subordination of the Class F to Class
Z notes. Credit enhancement for the Class F notes is calculated at
10.75% and is provided by the subordination of the Class Z notes.

The structure includes a Principal Deficiency Ledger (PDL)
comprising seven sub-ledgers (one for each class of notes) that
provisions for realized losses as well as the use of any principal
receipts applied to meet any shortfall in the payment of senior
fees and interest on the senior-most class of notes outstanding.
The losses will be allocated starting from the Class Z PDL and then
to sub-ledgers of each class of notes in reverse-sequential order.

Elavon Financial Services DAC, U.K. Branch, privately rated by DBRS
Morningstar, shall act as the Issuer Account Bank. Barclays Bank
PLC, which has a DBRS Morningstar Long-Term Issuer Rating of "A"
with a Stable trend, will be appointed Collection Account Bank.
Both the Issuer Account Bank and the Collection Account Bank meet
the eligible ratings in structured finance transactions and are
consistent with DBRS Morningstar's "Legal Criteria for European
Structured Finance Transactions" methodology.

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

-- The transaction capital structure, including the form and
sufficiency of available credit enhancement;

-- The credit quality of the mortgage portfolio and the ability of
the servicer to perform collection and resolution activities. DBRS
Morningstar estimated stress-level probability of default (PD),
loss given default (LGD), and expected losses (EL) on the mortgage
portfolio. DBRS Morningstar used the PD, LGD, and EL as inputs into
the cash flow engine. DBRS Morningstar analyzed the mortgage
portfolio in accordance with its "European RMBS Insight: UK
Addendum";

-- The transaction's ability to withstand stressed cash flow
assumptions and repay the Class A, Class B, Class C, Class D, Class
E, and Class F notes according to the terms of the transaction
documents. DBRS Morningstar analyzed the transaction structure
using Intex DealMaker. DBRS Morningstar considered additional
sensitivity scenarios of 0% constant prepayment rate stress;

-- The sovereign credit rating of AA with a Stable trend on the
United Kingdom of Great Britain and Northern Ireland as of the date
of this report; and

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

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

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

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

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



UKRAINE INT'L: Kyiv Court Commences Bankruptcy Proceedings
----------------------------------------------------------
Nate Ostiller at The Kyiv Independent, citing Ukrainska Pravda,
reports that Kyiv's Commercial Court on Nov. 22 started bankruptcy
proceedings against Ukraine International Airlines (UIA), the
country's largest airline.

The Ukrainian state-owned bank Ukreximbank filed a lawsuit against
the airline on Oct. 31, Forbes Ukraine said, adding that the
company currently held UAH20.5 billion (US$568 million) in debt,
The Kyiv Independent relates.

Forbes previously reported on Oct. 30 that the company's assets
were being auctioned off for prices significantly below their
market value, citing sources from the airline, The Kyiv Independent
notes.

Ukraine's airports ceased to operate for all non-military flights
after the beginning of the full-scale invasion on Feb. 24, 2022,
The Kyiv Independent recounts.

Before the war, UIA owned at least 25 planes, 10 of which were in
Ukraine at the time of the full-scale invasion, sources told
Forbes.

Leasing companies recalled 10 of the planes that were outside of
Ukraine, The Kyiv Independent discloses.  Four of UIA's remaining
planes attempted to find new flights in Europe, but this too ceased
in September 2022, and no UIA flights have flown since then,
according to The Kyiv Independent.

The flights stopped in part because of disputes between two of the
primary shareholders, businessman Aron Maiberh and Ukrainian
oligarch Ihor Kolomoisky, The Kyiv Independent states.

Oleksandr Polyanskyi, head of the union of UIA airline pilots, told
Forbes that the company does not pay its bills, according to The
Kyiv Independent.


                           *********


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

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

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

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

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

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delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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                * * * End of Transmission * * *