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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

          Thursday, December 7, 2023, Vol. 24, No. 245

                           Headlines



A U S T R I A

SIGNA DEVELOPMENT: S&P Downgrades LT ICR to 'CC', Outlook Negative


F R A N C E

KEREIS: Moody's Affirms 'B2' CFR, Outlook Remains Stable
LOXAM SAS: S&P Assigns 'BB-' Rating on New Senior Secured Notes


G E R M A N Y

CBR SERVICE: Moody's Affirms B2 CFR & Alters Outlook to Positive
EPHIOS SUBCO 3: Moody's Rates CFR, New Sr. Secured Notes 'B2'
ROEHM HOLDING: Moody's Lowers CFR & First Lien Term Loan to Caa1


I R E L A N D

ARES EUROPEAN XVII: S&P Assigns B- (sf) Rating to Class F Notes
HARVEST CLO XII: Moody's Affirms B2 Rating on EUR13MM F-R Notes
MADISON PARK XII: Moody's Affirms B2 Rating on EUR14.5MM F Notes
OAK HILL VII: Moody's Affirms B3 Rating on EUR10MM Class F Notes
OCP EURO 2020-4: Moody's Affirms Ba2 Rating on EUR18MM Cl. E Notes

PALMER SQUARE 2023-3: Moody's Assigns Ba3 Rating to Class E Notes
TOWD POINT 2023: DBRS Finalizes B(low) Rating on Class F Notes
VOYA EURO I: S&P Affirms 'B- (sf)' Rating on Class F Notes


I T A L Y

GOLDEN GOOSE: Moody's Affirms 'B2' CFR, Alters Outlook to Positive


L U X E M B O U R G

EPHIOS SUBCO 3: Fitch Assigns B(EXP) LongTerm IDR, Outlook Positive


S P A I N

AI CANDELARIA: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
CAIXABANK PYMES 13: DBRS Finalizes BB Rating on Series B Notes


U N I T E D   K I N G D O M

BIRCH CHESHUNT: Theobalds Park Estate Put Up for Sale
BLUEFRUIT SOFTWARE: Declared Insolvent, To Enter Into CVA
CASTELL 2023-2: DBRS Finalizes BB Rating on Class F Notes
HOLBORN ASSETS: Put Under Investigation by FSCS After Collapse
JULES B: Mulls CVA Following Difficult Trading Year

NEWDAY FUNDING 2021-1: DBRS Confirms B(high) Rating on F Notes
SAGE AR 1: DBRS Confirms B Rating on Class F Notes
SAGE AR 2021: DBRS Confirms BB(high) Rating on Class E Notes
SQUIBB GROUP: Faces HMRC Tax Fraud Allegations Following Collapse
TULLOW OIL: S&P Cuts ICR to 'SD' on Distressed Debt Repurchase

YORK COCOA: Bought Out of Administration in Pre-pack Deal

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A U S T R I A
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SIGNA DEVELOPMENT: S&P Downgrades LT ICR to 'CC', Outlook Negative
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S&P Global Ratings lower its long-term issuer and issue credit
ratings on Signa Development Selection AG (SDS) to 'CC' from 'CCC'.
The recovery rating on the senior unsecured debt remains unchanged
at '4', with a slightly lower recovery prospect of about 35%,
compared with 40% previously.

S&P said, "The negative outlook reflects our view that we may lower
the issuer credit rating to 'SD' (selective default) or 'D' if SDS
stops servicing its debt according to the original schedule,
considers debt restructuring--which we would view as a distressed
transaction--or files for insolvency.

"Considering a difficult market environment, a liquidity shortage,
and spreads trading at distressed levels, we believe the likelihood
of SDS conducting a distressed transaction or filing for insolvency
is very high. Therefore, we believe SDS' default is a virtual
certainty. We understand that most of SDS' development construction
projects are currently on hold due to the non-payment of suppliers
and a lack of liquidity sources. Rising building material costs on
the back of declining market value for real estate and
significantly higher funding costs created a perfect storm for real
estate developers, such as SDS. We understand that SDS already
entered into restructuring discussions and appointed a
restructuring expert at the management board level to deal with the
current situation. After SDS' main shareholder had announced that
it would file for insolvency, SDS' debt traded down significantly
to about 10 cents on the euro, which further elevates the risk of a
distressed exchange or a subpar repurchase by SDS, its owners, and
related parties. We note that the bond document includes an
acceleration clause on payment default of EUR20 million at
development project subsidiaries and under profit participation
capital instruments. That means if SDS does not service debt or
interest on time on these loans, the notes would become due to
repayment, with SDS unlikely to have the means to redeem. This
could lead to distressed exchange or a missed repayment upon due
date, which would be considered as a default under our criteria.

"According to public sources, Signa Holding GmbH, the main
shareholder of SDS, and major participations of the holding filed
for insolvency because they face a liquidity crunch. Signa Holding
GmbH and other major entities, such as SIGNA Sports United GmbH,
and Signa Real Estate Management Germany GmbH, filed for insolvency
already, amid liquidity constraints. We understand that there is no
cross-default or acceleration link between the Signa Holding and
SDS, which makes SDS immune against insolvency proceedings at the
parent level. However, we believe the contagion risk is high and
may impair SDS' ability to service its debt over the next few
months, considering Signa Holding GmbH is the main shareholder of
SDS. We understand that SDS' and Signa Holding GmbH's suppliers and
bank relationships for other group entities' development projects
overlap. A significant liquidity shortfall with insufficient access
to funding therefore raises SDS' risk for a distressed debt
exchange or an insolvency filing.

"We anticipate slightly weaker recovery prospects for SDS´ senior
unsecured bond, but the overall recovery rating remains unchanged.
Although we maintain our recovery rating on the EUR300 million
senior unsecured bond, due in July 2026, at '4', we have reduced
our recovery expectation to 35%, from previously 40%, in the event
of a payment default. This follows the increasing uncertainty
regarding the future value of SDS' assets. Most assets are under
construction and many of them are on hold because suppliers paused
their deliveries.

"The negative outlook reflects our view that we will lower the
issuer credit rating to 'SD' or 'D' if SDS stops servicing its debt
according to the original schedule, considers debt
restructuring--which we would view as a distressed transaction--or
files for insolvency.

"We could consider a positive rating action if default scenarios
were no longer a potential risk over the next six to 12 months and
if SDS continues to service or refinance its debt with a
transaction that we do not view as distressed and tantamount to
default."




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F R A N C E
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KEREIS: Moody's Affirms 'B2' CFR, Outlook Remains Stable
--------------------------------------------------------
Moody's Investors Service has affirmed at B2 the corporate family
rating and at B2-PD the probability of default rating of Kereis.
Concurrently, Moody's has affirmed at B2 the rating of the senior
secured first lien Term Loan B-1 (TLB1) issued by Kereis Holding,
and the backed senior secured first lien Revolving Credit Facility
(RCF) at B2 and at Caa1 the backed senior secured second lien Term
Loan both issued by Kereis. The outlook on both entities remains
stable.

Kereis is the leading brokerage services company in credit
protection insurance in France, providing advisory, intermediation
and management services, holding a 25% market share in the French
loan insurance segment. From 2022 the group concentrated its growth
efforts on protection and health insurance as well as international
markets, such as Belgium, showing its willingness to improve its
business and geographic diversification.

Since 2020, Kereis is held by Bridegpoint, a pan-European private
equity investor specialized in acquiring middle market businesses.
Kereis became the holding company of Kereis Holding and the topco
entity of the new restricted group. Prior to this acquisition,
Kereis Holding was operating under the name of "Financiere Holding
CEP (France)".

RATINGS RATIONALE

The affirmation of the B2 CFR of Kereis reflects the group's
leading market position in the French loan insurance brokerage
segment, its historically good resilience of revenue and cash-flow,
the progressive business diversification undertaken over the last
years, as well as a high EBITDA margin. The rating is however
constrained by the moderate size of the group, as well as its
elevated financial leverage.

2022 has been a solid year for Kereis, with increasing revenues
(+28% vs. 2021 of which +6% organic growth), and profitability
improving, accounting for an EBITDA margin (Moody's calculation) of
55%. Impact of inflation was not meaningful on company's metrics,
however rising interest rates and the sharp reduction in credit
production strongly slowed down revenues linked to these
activities, but stocks continued to increase thanks to Kereis'
dominant position on the French market. At the end of 2023,
external growth operations secured EUR50 million revenues and EUR16
million EBITDA (30% margin, without any effect of future
synergies). Moody's positively view these operations and Moody's
expect the slow but continued improvement of the business profile
in terms of diversification and size will strengthen the group's
resilience to market volatility, especially regarding its exposure
to interest rates risk and to the real-estate sector in
particular.

The affirmation of the B2 rating on the EUR865 million senior
secured first lien Term Loan B1 due in 2027 issued by Kereis
Holding, co-borrowed by Kereis, and of the B2 rating on the EUR50
million backed senior secured first lien RCF due in 2026 issued by
Kereis, reflects Moody's view of the probability of default of
Kereis, along with Moody's loss given default (LGD) assessment of
the debt obligations and the absence of strong covenants. The
affirmation of the Caa1 rating on the outstanding EUR45 million
backed senior secured second lien Term Loan is two notches below
the CFR, reflecting its lower ranking in the capital structure.

At the end of Q4 2023, Kereis is expected to issue an add-on on the
existing first lien Term Loan for EUR100 million and to draw its
RCF by EUR15 million. The proceeds will be used to (i) refinance
the second-lien Term Loan (EUR45 million), (ii) partially repay
convertible bonds (EUR50 million), and (iii) finance external
growth. Kereis is also expected to increase the size of its RCF
from EUR50 million to EUR105 million. The affirmation of the
ratings reflects Moody's view that (i) the financial structure of
Kereis will not be significantly affected by the increase of
indebtedness due to this tap issuance, (ii) new acquisitions will
be beneficial to Kereis in particular in increasing EBITDA and
earning synergies, and (iii) Kereis will use its operating capital
generation capacities to repay its RCF during H1 2024.

OUTLOOK

The stable outlook reflects Moody's view that Kereis will continue
to improve its business profile by continuing to increase
diversification and gaining in size, to maintain a financial
leverage in the 5.5-6x range, and to post stable profitability
levels in the next 12-18 months.

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

Factors that could lead to an upgrade of Kereis' ratings include:
(i) a decrease in the financial leverage, as evidenced by an
adjusted debt-to-EBITDA ratio maintained below 5.5x on a sustained
basis, or (ii) a material increase in Kereis' size and/or business
and geographic diversification, without materially affecting
profitability, in particular EBITDA margin.

Conversely, a negative rating action on the rating could occur if
(i) adjusted debt-to-EBITDA ratio were to increase above 7x, or
(ii) the EBITDA margin were to contract below 30% on a sustained
basis, or (iii) the liquidity profile were to deteriorate, as
evidenced by a decreased to nil FCF-to-debt ratio.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.

LOXAM SAS: S&P Assigns 'BB-' Rating on New Senior Secured Notes
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term issue rating to the
proposed senior secured notes to be issued by France-based rental
equipment company Loxam SAS (BB-/Stable/--). The recovery rating is
'3' (50%-70%; rounded estimate: 65%). Loxam plans to issue EUR600
million of senior secured notes and use all the proceeds to repay
its existing EUR597 million 3.25% senior secured notes, due 2025.
S&P views the transaction as leverage neutral and overall positive
for Loxam's debt maturity profile. The issuance will not affect its
issue and recovery ratings on the company. S&P's 'BB-' long-term
issuer credit rating on Loxam is unchanged and the outlook remains
stable.

S&P said, "Loxam's credit metrics are expected to remain
commensurate with its 'BB-' rating. We estimate that sales growth
will moderate to about 3% in 2024, following an increase in 2023 to
about 7%. This contrasts with our previous estimate for 2024 of
8%-10%. The change in base case reflects the softening of
residential construction markets in much of Europe, especially in
the Nordics, but not in southern Europe. Partially offsetting the
impact, we predict that markets outside Europe will grow,
especially in Brazil, where Loxam recently completed the
acquisition of a specialist temporary power generation equipment
company. Our forecast indicates that European markets will show
signs of revival in 2025, bolstered by investment in renewable
projects and infrastructure, and the upcoming local municipal
elections in France.

"S&P Global Ratings-adjusted margin remains resilient and we expect
it to improve gradually to 36% in 2023 and 37% in 2024. This
implies that adjusted debt to EBITDA will be comfortably below 5x
for the next two years. After a period of heavy fleet investment,
we expect Loxam's capital expenditure (capex) to reduce to about
EUR700 million-EUR750 million in 2023 and about EUR500 million in
2024 (from EUR950 million in 2022). Free operating cash flows are
estimated to remain slightly negative in 2023, and turn positive in
2024, supported by the lower capex.

"Loxam is likely to pursue further bolt-on acquisitions, which we
expect will be EBITDA- and cash flow-accretive. We also anticipate
that it will make moderate shareholder distributions. Despite the
higher interest rate on the new notes, we expect funds from
operations cash interest coverage to remain robust at about
4.5x-5.0x for 2023 and 2024. The company's liquidity remains
adequate."

S&P's adjusted debt figure at the end of 2022 included:

-- The existing EUR2.1 billion senior secured debt;

-- About EUR518 million of senior subordinated notes;

-- About EUR189 million government loans;

-- About EUR805 million of bilateral loans and financial leases;

-- EUR75 million of commercial paper; and

-- EUR30 million of pensions, net of about EUR214 million of
cash.

Issue Ratings--Recovery Analysis

Key analytical factors

-- S&P assigned a 'BB-' issue rating to the proposed senior
secured debt. The recovery rating is '3', indicating recovery
prospects of 50%-70% (rounded estimate: 65%).

-- The issue rating on the existing senior unsecured facilities
remains unchanged at 'B'. The '6' recovery rating is unchanged and
indicates recovery prospects of 0%-10% (rounded estimate: 0%).

-- The recovery rating on the facilities is supported by the
company's strong asset base. The rating is constrained by the large
amount of senior secured debt and the presence of priority
obligations.

-- S&P values the business using a discrete asset valuation method
because it believes that its enterprise value would be closely
correlated with the value of its assets.

-- In S&P's hypothetical scenario, a default is triggered by
revenue deflation due to worsening trading conditions and margin
pressure from competition following the consolidation of other
players of similar size.

-- S&P considers that Loxam would be reorganized, rather than
liquidated, in an event of default.

Simulated default assumptions

-- Year of default: 2027

- Jurisdiction: France

Simplified waterfall

-- Net enterprise value after 5% administrative expenses: EUR2.095
billion

-- Priority claims: EUR620 million

-- Value available to senior secured claims: EUR1.476 billion

-- Total secured claims: EUR2.247 billion

    --Recovery range: 50%-70% (rounded estimate: 65%)

-- Value available to unsecured claims: 0

-- Total senior unsecured claims: EUR756 million

    --Recovery range: 0%-10% (rounded estimate: 0%)

Note: All debt amounts include six months of prepetition interest
accrued and assume an 85% draw on the revolving credit facilities.




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G E R M A N Y
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CBR SERVICE: Moody's Affirms B2 CFR & Alters Outlook to Positive
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Moody's Investors Service has affirmed CBR Service GmbH's B2
corporate family rating and its B2-PD probability of default
rating. Moody's has also affirmed the B2 instrument rating on the
EUR470 million backed senior secured notes issued by CT Investment
GmbH, a subsidiary of the CBR. The outlook on both entities has
been changed to positive from stable.

"The rating action reflects CBR's full recovery following the
pandemic and Moody's expectations that the company will maintain
strong financial metrics for the rating category over the next
12-18 months" said Fabrizio Marchesi, a Moody's Vice
President-Senior Analyst and lead analyst for the company. "The
positive outlook also considers that the company will successfully
refinance its 2025 and 2026 debt maturities over the next 12 months
and that management will not pursue any releveraging transactions
going forward" added Mr. Marchesi.

RATINGS RATIONALE

CBR has performed strongly since the pandemic, with revenue fully
recovering by June 2022 and company-adjusted EBITDA reaching 2019
levels by September 2023. As a result, the company's
Moody's-adjusted leverage has improved to 3.3x while
Moody's-adjusted (EBITDA less capex) / interest has risen to 4.2x,
both calculated as of September 30, 2023. Although the company's
Moody's-adjusted free cash flow (FCF) has been negative, at a
cumulative - EUR34 million since 2019, this is due to management's
policy of paying significant, but ultimately discretionary, cash
dividends to shareholders, Alteri Investors.

Going forward, Moody's expects limited growth in CBR's revenue and
profitability, now that company has recovered to pre-pandemic
levels. This takes into consideration the company's limited track
record of revenue growth between 2014 and 2019 as well as the
likelihood that gains in its online and direct retail distribution
channels will likely be offset by a gradual attrition in the
company's wholesale business line. This implies that
Moody's-adjusted leverage will remain broadly flat around 3.4x over
the next 12-18 months, with Moody's-adjusted (EBITDA – capex) /
interest of around 4.3x and Moody's-adjusted FCF / debt of close to
zero, based on likely dividend payments of between EUR60-80 million
per year. Moody's considers these financial metrics to be strong
for the B2 rating category.

CBR's rating is also supported by the company's asset-light
business model; high margins compared with peers; good logistics
processes and strong online business; and good liquidity.

Concurrently, the company's rating is constrained by the cyclical
nature of the apparel industry with exposure to consumer spending
and sentiment; exposure to changing consumer preferences in the
global fashion industry; the company's modest scale and exposure to
the highly competitive apparel market; and a high degree of
geographic concentration and limited, albeit improving, sales
channel diversification.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

CBR's rating reflects the impact of social risks including risks
related to responsible sourcing and product and supply
sustainability. The company largely relies on external suppliers
and this creates risks related to standards and practices of these
producers. While CBR has a long-standing commitment to
sustainability and social progress, with transparent targets for
ongoing improvement, the increasing awareness and importance of
this topic for consumers and regulators is nevertheless important.

The company's B2 CFR also reflects governance risks related to
financial strategy and risk management as well as board structure
and policies. CBR is controlled by private equity firm Alteri
Investors (Alteri). As a result, the company has pursued an
aggressive financial policy, characterized by a track record of
large cash dividends, which have amounted to around EUR400 million
since 2018. The company's board structure and policies reflect
concentrated control and decision-making related to ownership by
private equity. As with other private companies, CBR has more
limited financial disclosures relative to publicly listed
companies.

LIQUIDITY

Moody's considers CBR's liquidity to be good. Liquidity is
supported by a cash balance of EUR45 million as of September 30,
2023 as well as access to a EUR50 million revolving credit facility
(RCF), EUR44 million of which was available as of September 30,
2023. There is no significant debt maturity prior to the RCF
maturity in November 2025. The RCF is subject to a leverage
covenant which is tested if outstanding borrowings under the RCF
are equal to, or greater than, 40% of the overall size of the
facility.

STRUCTURAL CONSIDERATIONS

The B2 rating of the EUR470 million backed senior secured notes due
2026 reflects their status as the largest debt instrument in CBR's
capital structure, ranking behind the EUR50 million super-senior
RCF. The backed senior secured notes and the RCF benefit from
guarantees from guarantor subsidiaries that represent around over
80% of CBR's consolidated EBITDA. Both instruments are secured, on
a first-priority basis, by certain share pledges, security
assignments over intercompany receivables, and security over
material bank accounts. However, the notes are contractually
subordinated to the RCF with respect to the collateral enforcement
proceeds.

The probability of default rating of B2-PD reflects the use of a
50% family recovery assumption, which is consistent with a capital
structure including a mix of bond and bank debt.

RATING OUTLOOK

The positive outlook reflects Moody's view that CBR's revenue and
profitability will remain broadly stable over the next 12-18 months
such that its financial metrics will remain strong for the B2
rating category. The positive outlook also incorporates Moody's
expectations that CBR will continue to generate significant
positive cash flow before dividend payments and that any cash
dividends paid to shareholders will be funded by cash flow, with no
material releveraging transactions.

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

The ratings could be upgraded if CBR demonstrates good operational
execution with at least stable revenue and EBITDA; Moody's-adjusted
leverage remains well below 4.0x; Moody's-adjusted (EBITDA less
capex) / interest is maintained around 3.0x; and the company
generates positive Moody's-adjusted FCF. Upward rating pressure
would also require further track record of prudent leverage profile
and financial policies, including a successful refinancing of the
company's 2025 and 2026 debt maturities over the next 12 months and
no material releveraging transactions, as well as the company
maintaining a good liquidity profile.

Conversely, the outlook on the rating could be stabilized if the
company's performance and credit metrics deteriorate and are no
longer consistent with Moody's expectations that underpin the
positive outlook.

Negative rating pressure could materialize if the company's
operating performance deteriorates as a result of, for instance, a
decline in like-for-like sales or a material decrease in profit
margins or Moody's-adjusted leverage rises to above 5.0x;
Moody's-adjusted (EBITDA – capex) / interest expense falls below
2.0x, both on a sustainable basis. Negative pressure could also
develop if CBR were unable to maintain good liquidity or its
financial policy became more aggressive.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Isernhagen, Germany, with revenue of EUR642
million and company-adjusted EBITDA (pre-IFRS 16) of EUR136 million
in 2022, CBR is one of the leading German apparel companies. The
company operates under two independent brands: StreetOne (casual,
fashionable clothing) and Cecil (sporty, less figure accentuating
clothing).

EPHIOS SUBCO 3: Moody's Rates CFR, New Sr. Secured Notes 'B2'
-------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
and a B2-PD probability of default rating to Ephios Subco 3 S.a
r.l. (Synlab), the new top entity of the Synlab Group. Concurrently
Moody's has assigned B2 instrument ratings to a new senior secured
term loan B and new senior secured notes for a total of EUR1.45
billion with 7-year tenor and a new EUR500 million senior secured
revolving credit facility with 6.5 year tenor all raised by Ephios
Subco 3 S.a r.l. Moody's has also withdrawn the Ba3 corporate
family rating and Ba3-PD probability of default rating of Synlab
AG. The outlook is stable. This rating action assumes the full
repayment of the EUR385 million senior secured term loan B-4
incurred by Synlab Bondco PLC by close of the transaction.

The proceeds from the new senior secured debt facility will be used
alongside a new EUR500 million PIK note issued outside of the
restricted group, and EUR84 million of cash on balance sheet of the
company to fund the acquisition of 85% of Synlab AG' shares,
refinance existing debt and cover related transaction costs.
Concurrently the ratings of the outstanding EUR535 million senior
unsecured term loan A and EUR500 million senior unsecured revolving
credit facility incurred by Synlab AG, as well as the EUR385
million term loan B-4 incurred by Synlab Bondco PLC will be
withdrawn on their repayment.

On September 29, 2023, Cinven, the controlling shareholder of
Synlab, announced a voluntary public tender offer to acquire all
shares outstanding, not directly held by it, at a price of EUR10.00
per share. Following the closure of the tender offer as of November
20, 2023 Ephios Luxembourg S.a r.l., an entity controlled by funds
managed and/or advised by Cinven, and the controlling shareholder
of Synlab, alongside QIA and Dr Bartholomaus Wimmer (Synlab's
founder), held around 85% ownership.

Corporate governance considerations were a key rating driver for
rating action reflected in the relatively aggressive financial
policy given the higher leverage post transaction and the presence
of a PIK note outside of the restricted group. These factors are
captured under Moody's General Principles for Assessing
Environmental, Social and Governance Risks methodology for
assessing ESG risks.

The ratings are subject to the review of the final documentation
upon the completion of the transaction.

RATINGS RATIONALE

Synlab's B2 CFR reflects its leading position in the clinical
laboratory testing market in Europe protected by strong barriers to
entry, good geographic diversification which reduces its exposure
to adverse changes in one regulatory regime, and the defensive
nature and positive underlying fundamentals of clinical laboratory
tests. The rating is also supported by the company's higher organic
growth potential compared to peers with numerous cost saving and
portfolio rationalisation initiatives that should support future
margin expansion. The liquidity is good.

At the same time the rating is constrained by the relatively
leveraged capital structure, with Moody's adjusted debt/EBITDA
likely to be around 5.2x following the closing of the transaction,
Moody's expectation of limited FCF over the next two years given
its weaker earnings than pre-pandemic and higher interest rate
environment; the continuous price pressure in the industry which
limits organic growth and drives the need to achieve continued
economies of scale and efficiency gains to protect margins;
execution risks associated with the company's margin growth
initiatives; the risks of potential debt-financed acquisitions; and
the presence of a PIK note outside the restricted group.

Over the next 12-18 months Moody's expects leverage to decline to
below 5.0x on the back of the expected margin expansion from the
ongoing cost saving initiatives and portfolio rationalisation
measures. However, these cost-saving measures entail execution
risks. Moody's also anticipates that the company will require a
consistent degree of cost reduction measures to keep its profit
margins stable given the ongoing tariff pressures in the industry.
While PIK notes are not included in Moody's credit ratios, it can
also limit a sustained leverage reduction because of the risk that
these notes may be refinanced within the restricted group once
sufficient financial flexibility develops. Finally, Moody's expects
the company to continue to seek opportunities to reach the 100%
ownership which may result in re-leveraging. Moody's would review
the capital structure in any event should this materialize.

OUTLOOK RATIONALE

The stable rating outlook reflects Moody's expectation that the
company will maintain credit metrics in line with the B2 rating
over the next 12-18 months. This is based on Moody's assumption
that the company will achieve margin improvements from 2024 through
its focus on portfolio rationalisation measures and the ongoing
cost-reduction initiatives. The stable outlook also assumes that
the company will maintain a good liquidity with FCF turning
positive from 2025 onwards.

LIQUIDITY

Synlab has a good liquidity, with an expected cash on balance sheet
of EUR156 million at closing and a new EUR500 million RCF expected
to be undrawn. At the same time Moody's adjusted FCF is expected to
be negative in 2024 given the higher capital spending plans linked
to the SEL contract. However Moody's expects FCF to turn back
positive from 2025 although it will likely remain limited. The
EUR500 million RCF will have one springing covenant tested (with
ample capacity) only when the facility is drawn by more than 40%
net of cash, with a net senior secured leverage test of 7.2x.
Following the closing of the transaction, the company will have no
debt maturity until 2030.

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

Upward pressure could arise if: Moody's-adjusted debt/EBITDA falls
towards 5.0x on a sustained basis; Moody's-adjusted EBITA/interest
expense increases to around 2.5x on a sustained basis; and
Moody's-adjusted FCF/debt improves towards the mid to high single
digits on a sustained basis. An upgrade will also require a track
record of Synlab's commitment to a more conservative financial
policy.

Downward rating pressure could develop if: Moody's-adjusted
debt/EBITDA increases to above 6.5x on a sustained basis;
Moody's-adjusted EBITA/interest expense declines to below 1.5x on a
sustained basis; Moody's adjusted FCF/debt remains negative on a
sustained basis or the company's liquidity deteriorates. Negative
rating pressure could also develop at the CFR level if the
shareholder loan is not qualified as equity by Moody's under its
final terms and conditions.

STRUCTURAL CONSIDERATIONS

Upon completion of the transaction, Synlab's new capital structure
will consist of a senior secured term loan B and senior secured
notes for a total of EUR1.45 billion and a EUR500 million senior
secured RCF. The instruments share the same security package and
rank pari passu but will not be guaranteed by the operating
subsidiaries under the existing ownership structure. The security
package, consisting of shares, bank accounts and intragroup
receivables, is considered as limited. As a result the senior
secured debt ranks behind the operating debt, which mainly consist
of leases and trade payables, in the waterfall analysis. However
given the size of the operating debt relative to the senior secured
debt the instrument ratings are rated in line with the CFR. The
B2-PD is at the same level as the CFR, reflecting the use of a
standard 50% recovery rate as is customary for capital structures
with first-lien bank loans and a covenant-lite documentation.

Based on the draft documentation provided to Moody's the PIK note
enters the restricted group in the form of a shareholder loan which
Moody's expects to meet the criteria for a full equity treatment as
per Moody's Hybrid Equity Credit rating methodology published
September 2018 https://ratings.moodys.com/rmc-documents/57274. If
the shareholder loan does not meet the criteria for the full equity
treatment, based on the final documentation, the CFR, and
potentially instrument ratings, would need to be reassessed
accordingly.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Synlab, headquartered in Munich, Germany, is the largest clinical
laboratory and medical diagnostic service provider in Europe and
generated revenue of around EUR3.25 billion in 2022.

ROEHM HOLDING: Moody's Lowers CFR & First Lien Term Loan to Caa1
----------------------------------------------------------------
Moody's Investors Service downgraded Roehm Holding GmbH's long term
Corporate Family Rating to Caa1 from B3 and Probability of Default
Rating to Caa1-PD from B3-PD. Concurrently, Moody's downgraded
Roehm's ratings on the senior secured revolving credit facility
(RCF) and senior secured first lien term loan B ratings to Caa1
from B3. The outlook remains negative.

RATINGS RATIONALE

The downgrade reflects Moody's expectations that Roehm´s credit
metrics and liquidity will not return to levels commensurate for
the B3 rating over the next 12 to 18 months, despite expected
improvements in EBITDA. Moody's anticipates that Roehm will post
materially negative free cash flow in 2023 and 2024, particularly
given substantial capital expenditures related to its LiMA plant,
which Roehm revised upward in Q2 2023. Roehm received a commitment
for additional equity support from Advent International (the
company's private equity owner) totaling $200 million, which
supports the company's credit quality. In Q3 2023 Advent
contributed around EUR98 million in the form of a shareholder loan
(which Moody's treats as equity), leaving a remaining commitment of
around EUR82 million, which strengthens its liquidity.

Over the next 12-18 months, the rating agency expects some recovery
in methyl methacrylate (MMA) pricing and volumes leading to
improved EBITDA generation and debt/EBITDA declining below 10x,
depending on the pace and stability of the recovery. Additionally,
the successful startup of LiMA (expected in Q2/Q3 2024) and
inclusion of Polaris, the company's pending acquisition from SABIC
expected to close in Q2 2024, could accelerate its deleveraging
path. Conversely, any delays or disruptions, in particular with
LiMA's startup, would prolong the deleveraging path. As of the
twelve months ended September 2023, the rating agency estimates
Roehm's Moody's adjusted debt/EBITDA was around 18x and
EBITDA/Interest coverage was below 1.0x. These metrics incorporate
Moody's standard adjustments for pensions, leases and
securitization, and do not include certain unusual items or
proforma addbacks as included by the company.

Roehm's ratings reflect its leading market positions in bulk
monomers, moulding components and acrylic products; its diversified
manufacturing footprint; support from its private equity sponsor
Advent; and a tightening supply of MMA in North America following
the decision of a principal competitor, Mitsubishi Chemical
Corporation (Mitsubishi), to close its methyl methacrylate (MMA)
plant in the US. The company's highly cyclical end markets, limited
product diversification, elevated financial leverage, weak
liquidity and high capital spending related to the company's LiMA
project constrain the rating.

LIQUIDITY

Roehm's liquidity is weak, and Moody's anticipates it is likely to
rely on the committed but not yet funded equity from Advent over
the next 12 to 18 months. As of the end of September 2023, the
company had around EUR39 million of cash on balance and access to
around EUR235- EUR240 million on the company's EUR300 million
senior secured RCF. The company had EUR42 million drawn on the
senior secured RCF (EUR30 million on the senior secured RCF and
EUR12 million under ancillary lines as part of the senior secured
RCF), and another roughly EUR20 million reserved for guarantees.

Depending on the timing and degree of volume and pricing recovery
in the MMA market, Roehm may need to rely on continued support from
its private equity sponsor Advent International and to utilize
availability under its senior secured RCF to continue to fund LiMA
capex, along with ongoing maintenance capex and certain growth
initiatives. The company is pursuing other avenues for additional
liquidity such as a sale-lease-back of certain assets.

The company has a springing net leverage covenant (set at 7.21x)
which is tested when borrowings are greater than 40%. At the end of
Q3 2023, the company's leverage was 7.26x (as defined by the
company, according to the senior facility agreement), and would not
have been in compliance if it were tested. The company has certain
ancillary facilities under the senior secured RCF (totaling EUR70
million) which are not included as part of the utilization
calculation under the covenant. In a hypothetical scenario, the
company could draw EUR70 million under the ancillary facilities and
another EUR120 million under the senior secured RCF (EUR190 million
in total) before the covenant would be tested.

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

Factors that could lead to an upgrade of Roehm's ratings include:
(i) sustained improvement in operating performance and cash
generation which helps to bolster the company's liquidity position
and alleviates reliance on third-party sources of capital; (ii)
evidence of the successful ramp up of production at its new LiMA
facility on time and within the current budget expectations; or
other changes in credit quality such that (iii) the company's
debt/EBITDA falls below 7.0x and, (iv) EBITDA/Interest coverage
improves above 1.5x, metrics Moody's considers indicative of a more
sustainable capital structure.

Factors that could lead to a downgrade of Roehm's ratings include:
(i) further deterioration of liquidity, (ii) limited recovery in
operating performance leading to a prolonged period of high
leverage and weak interest coverage which could pose refinancing
risk for the company's debt maturities in 2026, including the risk
of a distressed exchange.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Roehm is one of the world's largest methyl methacrylate (MMA)
producers as measured by market share. It is owned by funds managed
by private equity firm Advent International. For the last twelve
months ending September 2023 Roehm had sales of around EUR1.6
billion and company-adjusted EBITDA of EUR150 million.



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

ARES EUROPEAN XVII: S&P Assigns B- (sf) Rating to Class F Notes
---------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Ares European CLO
XVII DAC's class A to F European cash flow CLO notes. At closing,
the issuer also issued unrated subordinated notes.

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately five years after
closing.

The ratings reflect S&P's assessment of:

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

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

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

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

  Portfolio benchmarks
                                                         CURRENT

  S&P Global Ratings' weighted-average rating factor     2963.25

  Default rate dispersion                                 399.81

  Weighted-average life (years) extended
  to cover the length of the reinvestment period            5.11

  Obligor diversity measure                               119.66

  Industry diversity measure                               22.31

  Regional diversity measure                                1.23


  Transaction key metrics
                                                         CURRENT

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B

  'CCC' category rated assets (%)                           0.00

  Actual 'AAA' weighted-average recovery (%)               37.27

  Actual weighted-average spread (%)                        4.47

  Actual weighted-average coupon (%)                        8.72

  Rating rationale


S&P said, "The portfolio is well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we have conducted our credit and
cash flow analysis by applying our criteria for corporate cash flow
CDOs.

"In our cash flow analysis, we used the EUR400 million target par
amount, the actual weighted-average spread (4.47% ), the covenanted
weighted-average coupon (6.67%), and the actual weighted-average
recovery rates calculated in line with our CLO criteria for all
rating levels. We applied various cash flow stress scenarios, using
four different default patterns, in conjunction with different
interest rate stress scenarios for each liability rating category.

"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk is sufficiently
mitigated at the assigned ratings.

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

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

"Until the end of the reinvestment period on Jan. 15, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to E notes could withstand
stresses commensurate with higher ratings than those assigned.
However, as the CLO will enter its reinvestment phase from closing,
during which the transaction's credit risk profile could
deteriorate, we have capped our assigned ratings on these notes.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our assigned ratings
are commensurate with the available credit enhancement for the
class A to F notes.

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

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

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and is managed by Ares Management Ltd.

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities, including, but not limited to the following:
the production or trade of illegal drugs or narcotics; the
development, production, maintenance of weapons of mass
destruction, including biological and chemical weapons; manufacture
or trade in pornographic materials; payday lending; and tobacco
distribution or sale. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."

  Ratings

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

  A       AAA (sf)     246.00     3mE + 1.70        38.50

  B       AA (sf)       40.00     3mE + 2.40        28.50

  C       A (sf)        27.00     3mE + 3.25        21.75

  D       BBB- (sf)     25.80     3mE + 5.20        15.30

  E       BB- (sf)      19.40     3mE + 7.91        10.45

  F       B- (sf)       13.40     3mE + 8.09         7.10

  Subs    NR            30.10     N/A                 N/A

*The ratings assigned to the class A and B notes address timely
interest and ultimate principal payments. The ratings assigned to
the class C, D, E, and F notes address ultimate interest and
principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

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


HARVEST CLO XII: Moody's Affirms B2 Rating on EUR13MM F-R Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Harvest CLO XII Designated Activity Company:

EUR23,750,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Aa2 (sf); previously on Mar 23, 2023
Upgraded to Aa3 (sf)

EUR21,400,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to A3 (sf); previously on Mar 23, 2023
Affirmed Baa1 (sf)

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

EUR239,000,000 (Current outstanding amount EUR203,969,913) Class
A-R Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on Mar 23, 2023 Affirmed Aaa (sf)

EUR40,800,000 Class B1-R Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Mar 23, 2023 Upgraded to Aaa
(sf)

EUR10,000,000 Class B2-R Senior Secured Fixed Rate Notes due 2030,
Affirmed Aaa (sf); previously on Mar 23, 2023 Upgraded to Aaa (sf)

EUR26,300,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Mar 23, 2023
Affirmed Ba2 (sf)

EUR13,000,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed B2 (sf); previously on Mar 23, 2023
Affirmed B2 (sf)

Harvest CLO XII Designated Activity Company, issued in August 2015
and refinanced in October 2017, is a collateralised loan obligation
(CLO) backed by a portfolio of mostly high-yield senior secured
European loans. The portfolio is managed by Investcorp Credit
Management EU Limited. The transaction's reinvestment period ended
in November 2021.

RATINGS RATIONALE

The rating upgrades on the Class C-R and D-R notes are primarily a
result of the improvement of the key credit metrics of the
underlying pool since the last rating action in March 2023.

The affirmations on the ratings on the Classes A-R, B1-R, B2-R, E-R
and F-R notes are primarily a result of the expected losses on the
notes remaining consistent with their current rating levels, after
taking into account the CLO's latest portfolio, its relevant
structural features and its actual over-collateralisation ratios.

The credit quality has improved as reflected in the improvement in
the average credit rating of the portfolio (measured by the
weighted average rating factor, or WARF) and a decrease in the
proportion of securities from issuers with ratings of Caa1 or
lower. According to the trustee report dated November 2023 [1], the
WARF was 2849, compared with 2902 in the February 2023 [2] report.
Securities with ratings of Caa1 or lower currently make up
approximately 3.88% of the underlying portfolio, versus 5.08% in
February 2023 [2].

In addition, the weighted average spread (WAS) has improved since
the last rating action. According to the trustee reported figures,
the WAS increased to 3.72% in November 2023 [1] from 3.52% in
February 2023 [2].

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.

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

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

Performing par and principal proceeds balance: EUR355.95m

Defaulted Securities: EUR4.5m

Diversity Score: 51

Weighted Average Rating Factor (WARF): 2824

Weighted Average Life (WAL): 3.4 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.85%

Weighted Average Coupon (WAC): 3.48%

Weighted Average Recovery Rate (WARR): 44.50%

Par haircut in OC tests and interest diversion test:  0%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

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

MADISON PARK XII: Moody's Affirms B2 Rating on EUR14.5MM F Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Madison Park Euro Funding XII DAC:

EUR10,500,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Upgraded to Aaa (sf); previously on Mar 20, 2023 Upgraded to
Aa1 (sf)

EUR45,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Upgraded to Aaa (sf); previously on Mar 20, 2023 Upgraded to Aa1
(sf)

EUR31,900,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa3 (sf); previously on Mar 20, 2023
Upgraded to A1 (sf)

EUR27,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Baa1 (sf); previously on Mar 20, 2023
Affirmed Baa2 (sf)

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

EUR304,400,000 (Current outstanding amount EUR303,284,032) Class A
Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Mar 20, 2023 Affirmed Aaa (sf)

EUR30,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Mar 20, 2023
Affirmed Ba2 (sf)

EUR14,500,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B2 (sf); previously on Mar 20, 2023
Affirmed B2 (sf)

Madison Park Euro Funding XII DAC, issued in September 2018, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Credit Suisse Asset Management Limited. The
transaction's reinvestment period ended in April 2023.

RATINGS RATIONALE

The rating upgrades on Class B-1, Class B-2, Class C notes and
Class D notes are primarily a result of a shorter weighted average
life of the portfolio which reduces the time the rated notes are
exposed to the credit risk of the underlying portfolio

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

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

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

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

Performing par and principal proceeds balance: EUR492.36m

Defaulted Securities: EUR6.4m

Diversity Score: 63

Weighted Average Rating Factor (WARF): 2855

Weighted Average Life (WAL): 3.69 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.96%

Weighted Average Coupon (WAC): 4.89%

Weighted Average Recovery Rate (WARR): 43.59%

Par haircut in OC tests and interest diversion test: 0%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

-- Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets.  Moody's assumes that, at transaction maturity,
the liquidation value of such an asset will depend on the nature of
the asset as well as the extent to which the asset's maturity lags
that of the liabilities. Liquidation values higher than Moody's
expectations would have a positive impact on the notes' ratings.

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

OAK HILL VII: Moody's Affirms B3 Rating on EUR10MM Class F Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Oak Hill European Credit Partners VII Designated
Activity Company:

EUR43,600,000 Class B Senior Secured Floating Rate Notes due 2031,
Upgraded to Aaa (sf); previously on Apr 17, 2023 Upgraded to Aa1
(sf)

EUR25,200,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa3 (sf); previously on Apr 17, 2023
Upgraded to A1 (sf)

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

EUR240,000,000 (Current outstanding amount EUR239,379,747) Class A
Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Apr 17, 2023 Affirmed Aaa (sf)

EUR27,200,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Baa2 (sf); previously on Apr 17, 2023
Upgraded to Baa2 (sf)

EUR24,300,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba3 (sf); previously on Apr 17, 2023
Affirmed Ba3 (sf)

EUR10,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B3 (sf); previously on Apr 17, 2023
Affirmed B3 (sf)

Oak Hill European Credit Partners VII Designated Activity Company,
issued in December 2018 and refinanced in May 2021, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Oak Hill Advisors (Europe), LLP. The transaction's
reinvestment period ended in April 2023.

RATINGS RATIONALE

The rating upgrades on the Class B and C notes are primarily a
result of the benefit of the end of the reinvestment period in
April 2023 and the improvement of the key credit metrics of the
underlying pool, specifically the average credit quality and the
weighted average spread, since the last rating action in April
2023. The transaction is also benefiting of a shorter weighted
average life of the portfolio which reduces the time the rated
notes are exposed to the credit risk of the underlying portfolio.

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

The credit quality has improved as reflected in the improvement in
the average credit rating of the portfolio (measured by the
weighted average rating factor, or WARF). According to the trustee
report dated November 2023 [1], the WARF was 2840, compared with
2882 in March 2023 [2]. In addition, trustee reported weighted
average spread has also improved, it now stands at 3.88% [1] versus
3.80% observed in March 2023 [2].

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

Key model inputs:

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

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

Performing par and principal proceeds balance: EUR387.3m

Defaulted Securities: EUR8.7m

Diversity Score: 57

Weighted Average Rating Factor (WARF): 2847

Weighted Average Life (WAL): 3.9 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.87%

Weighted Average Coupon (WAC): 4.51%

Weighted Average Recovery Rate (WARR): 44.35%

Par haircut in OC tests and interest diversion test:  none

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

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

OCP EURO 2020-4: Moody's Affirms Ba2 Rating on EUR18MM Cl. E Notes
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by OCP Euro CLO 2020-4 Designated Activity Company:

EUR22,000,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Upgraded to Aaa (sf); previously on Sep 22, 2021 Definitive
Rating Assigned Aa2 (sf)

EUR22,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Upgraded to Aaa (sf); previously on Sep 22, 2021 Definitive Rating
Assigned Aa2 (sf)

EUR29,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Upgraded to A1 (sf); previously on Sep 22, 2021
Definitive Rating Assigned A2 (sf)

EUR13,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Upgraded to B2 (sf); previously on Sep 22, 2021
Definitive Rating Assigned B3 (sf)

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

EUR244,000,000 Class A Senior Secured Floating Rate Notes due
2034, Affirmed Aaa (sf); previously on Sep 22, 2021 Definitive
Rating Assigned Aaa (sf)

EUR25,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Baa3 (sf); previously on Sep 22, 2021
Definitive Rating Assigned Baa3 (sf)

EUR18,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Ba2 (sf); previously on Sep 22, 2021
Definitive Rating Assigned Ba2 (sf)

OCP Euro CLO 2020-4 Designated Activity Company, issued in June
2020 and refinanced in September 2021, is a collateralised loan
obligation (CLO) backed by a portfolio of mostly high-yield senior
secured European loans. The portfolio is managed by Onex Credit
Partners, LLC and Onex Credit Partners Europe LLP acting as sub
manager. The transaction's reinvestment period will end in January
2024.

RATINGS RATIONALE

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

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

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements. In particular, Moody's assumed that
the deal will benefit from a shorter amortisation profile than it
had assumed at the last rating action in September 2021.

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

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

Performing par and principal proceeds balance: EUR400.9m

Diversity Score: 62

Weighted Average Rating Factor (WARF): 2814

Weighted Average Life (WAL): 4.3 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 4.04%

Weighted Average Coupon (WAC): 3.62%

Weighted Average Recovery Rate (WARR): 43.45%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

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

PALMER SQUARE 2023-3: Moody's Assigns Ba3 Rating to Class E Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by Palmer Square
European Loan Funding 2023-3 Designated Activity Company (the
"Issuer"):

EUR272,000,000 Class A Senior Secured Floating Rate Notes due
2033, Definitive Rating Assigned Aaa (sf)

EUR39,000,000 Class B Senior Secured Floating Rate Notes due 2033,
Definitive Rating Assigned Aa2 (sf)

EUR21,200,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2033, Definitive Rating Assigned A2 (sf)

EUR18,600,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2033, Definitive Rating Assigned Baa3 (sf)

EUR18,400,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2033, Definitive Rating Assigned Ba3 (sf)

RATINGS RATIONALE

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

The Issuer is a static CLO. The issued notes are collateralized
primarily by broadly syndicated senior secured corporate loans. The
portfolio is fully ramped up as of the closing date.

Palmer Square Europe Capital Management LLC may sell assets on
behalf of the Issuer during the life of the transaction.
Reinvestment is not permitted and all sales and principal proceeds
received will be used to amortize the notes in sequential order.

In addition to the five classes of notes rated by Moody's, the
Issuer has issued EUR33,200,000 of Subordinated Notes which are not
rated.

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

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR400,102,110

Diversity Score: 58

Weighted Average Rating Factor (WARF): 2701

Weighted Average Spread (WAS): 3.96% (actual spread vector of the
portfolio)

Weighted Average Coupon (WAC): 3.67% (actual spread vector of the
portfolio)

Weighted Average Recovery Rate (WARR): 45.0%

Weighted Average Life (WAL): 4.3 years (actual amortization vector
of the portfolio)

TOWD POINT 2023: DBRS Finalizes B(low) Rating on Class F Notes
--------------------------------------------------------------
DBRS Ratings Limited finalized its provisional credit ratings on
the residential mortgage-backed notes 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 (low) (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.

The lower rating assigned to the Class F notes reflects an increase
in portfolio credit numbers due to performance deterioration.

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 used 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 was 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, SARL, 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 was appointed as the
Backup Servicer at closing.

The mortgage portfolio consists of GBP 435 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 54.6% and the WA
seasoning of the portfolio is 17.0 years. 30.4% of the loans have
been in arrears for three months or more, 9.0% of the loans are
under litigation, and 2.3% have reached their maturity but not paid
their final instalment (overdue). The majority of the loans in the
portfolio consist of interest-only loans (67.0%) or part and part
loans (12.2%).

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 (98.7% 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, acts as the Issuer Account Bank. Barclays Bank PLC,
which has a DBRS Morningstar Long-Term Issuer Rating of "A" with a
Stable trend, is the 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.



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

The rating actions follow the application of its global corporate
CLO criteria and its credit and cash flow analysis of the
transaction based on the October 2023 trustee report.

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

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

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

-- The portfolio has become more diversified (the number of
performing obligors has increased to 170 from 99).

-- The portfolio's weighted-average life decreased to 3.51 years
from 6.15 years.

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

  Portfolio benchmarks
                                                     CURRENT

  SPWARF                                            2,816.50

  Default rate dispersion                             637.05

  Weighted-average life (years)                         3.51

  Obligor diversity measure                           134.00

  Industry diversity measure                           23.79

  Regional diversity measure                            1.26

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


On the cash flow side:

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

-- The class A notes have since deleveraged by EUR30.9 million as
of the October 2023 interest payment date.

-- Credit enhancement has increased on all classes of notes due to
deleveraging.

-- No class of notes is currently deferring interest.

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

-- The weighted average life test has continued to fail.

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

  Transaction key metrics
                                                     CURRENT

  Total collateral amount (mil. EUR)*                 318.97

  Defaulted assets (mil. EUR)                           0.39

  Number of performing obligors                          170

  Portfolio weighted-average rating                        B

  'CCC' assets (%)                                      3.65

  'AAA' SDR (%)                                        56.92

  'AAA' WARR (%)                                       37.58

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

S&P said, "Following the application of our relevant criteria, we
believe that the class B-1 to F notes can now withstand higher
rating scenarios.

"Our standard cash flow analysis also indicates that the available
credit enhancement levels for the class B-1 to F notes are
commensurate with higher ratings than those assigned. However, we
have limited our rating actions on these notes below our standard
analysis passing levels. While the transaction has amortized since
the end of the reinvestment period in 2022, reinvestment has
continued, rather than all available principal being used to pay
down the senior class. We considered that the manager may still
reinvest unscheduled redemption and sale proceeds from
credit-impaired and credit-improved assets. Such reinvestments, as
opposed to repayment of the liabilities, may therefore prolong the
note repayment profile for the most senior class, at the same time
the weighted average life test is failing by an increasing margin.
We also considered the level of cushion between our break-even
default rate (BDR) and SDR for these notes at their passing rating
levels, as well as the current macroeconomic conditions and these
classes of notes' relative seniority. We raised our ratings on the
class B-1, B-2, and E notes by one notch, and class C and D notes
by three notches. At the same time, we affirmed our rating on the
class F notes.

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

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

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




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

GOLDEN GOOSE: Moody's Affirms 'B2' CFR, Alters Outlook to Positive
------------------------------------------------------------------
Moody's Investors Service has changed the outlook to positive from
stable on Golden Goose S.p.A., an Italian luxury sneaker company.
Concurrently, Moody's affirmed the company's B2 corporate family
rating, its B2-PD probability of default rating, and the B2
instrument rating on the company's EUR480 million senior secured
notes due May 2027.

RATINGS RATIONALE

The rating action is driven by Golden Goose's strong performance in
2023 and its solid credit metrics for the rating category. At
end-September 2023, Moody's estimates the company's leverage
(Moody's-adjusted gross debt/EBITDA) reduced to around 3.5x,
compared to 6.5x at the time of the May 2021 rating assignment.
This significant deleveraging reflects the company's strong
operating performance, with sales and EBITDA growing by
double-digit figures, by +19% and +22% respectively during the
first nine months of 2023. Moody's expects the company's growth to
soften in the next 12 to 18 months because of challenging trading
conditions, notably some deceleration in the US market, and anemic
economic growth in Europe. That being said, the company's
underlying market still presents good growth prospects, supported
by casualisation trend. Moody's foresees at least high single-digit
growth for both sales and EBITDA in 2024, driven by continued store
openings, expansion into ready-to-wear products, and continued
customer acquisitions across all geographies. Moody's expects the
company's leverage to trend towards 3.0x in the next 12 to 18
months.

The B2 CFR reflects (1) the company's brand recognition in the
growing luxury sneaker market, with a diversified channel mix and
geographical footprint; (2) good performance in since 2020,
supported by organic growth and store network expansion; (3) good
growth prospects because of the growing uptake of athleisure wear
and the company's retail expansion strategy; (4) increasing
vertically integrated model, which enables better control of the
supply chain and mitigates social risks; and (5) strong credit
metrics for the rating category, high margins and good liquidity.

In contrast, the CFR is constrained by (1) the company's narrow
business focus and small scale in the niche luxury footwear
segment; (2) exposure to fashion risk as a single-brand company in
the highly competitive luxury sneaker market; (3) execution risks
associated with the company's fast-paced retail expansion strategy,
and (4) some integration risks following the acquisition of two
manufacturing suppliers in the last 12 months.

In terms of financial policy, Moody's acknowledges that the company
has not paid any dividends to date and has achieved significant
deleveraging, since the 2020 leveraged buyout. Instead, Permira,
the sponsor-owner, has favored investments to support business
growth, notably the company's store network expansion and
acquisitions of manufacturing suppliers for higher vertical
integration. In addition, the company recently announced its
intention to prepare for an IPO. Moody's will assess the potential
use of proceeds and corporate governance changes once such listing
will materialise. For now, the B2 rating and positive outlook
assumes that the company will continue to invest into store
expansion and manufacturing capacities, while maintaining good
liquidity and a balanced financial policy.

LIQUIDITY

Golden Goose's liquidity is good. The company's liquidity is
supported by a large cash balance of EUR136 million and access to a
EUR63.7 million revolving credit facility (RCF) maturing in
December 2026, which was fully available as of the end of September
2023. Moody's also notes that the company has a supply chain
financing program, under which the outstanding usage was around
EUR9 million as at end-September 2023 (EUR20.9 million in December
2022). Despite increased capital spendings in relation to new store
openings, the company has good FCF, which Moody's expects to remain
at least at EUR50 million per year from 2024.

There is no significant debt maturity before the senior secured
notes mature in May 2027. The RCF is subject to a net super-senior
leverage covenant of 8.35x, which is tested if drawings exceed
40%.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects Moody's expectations that Golden
Goose's turnover and earnings will continue to grow over the next
12-18 months as it continues to expand its retail network in a
controlled manner, despite weak consumer sentiment and subdued
macroeconomic growth prospects. The positive outlook also
incorporates Moody's assumption that the company will maintain good
FCF and a balanced financial policy.

STRUCTURAL CONSIDERATIONS

The B2 rating on the EUR480 million senior secured notes due 2027
reflects their presence as the largest debt instrument in the
capital structure, ranking behind the EUR63.7 million super-senior
RCF. The notes are not guaranteed. However, Golden Goose, the
issuer of the notes, is the main operating entity of the group,
representing 71% of the company's consolidated EBITDA, which means
that there is limited structural subordination within the group.
Both instruments are secured, on a first-priority basis, by pledges
in the issuer's share capital. However, the notes are contractually
subordinated to the RCF with respect to the collateral enforcement
proceeds.

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

Positive rating migration would be a function of Golden Goose
successfully executing its retail expansion strategy with a track
record of profitable growth amid weak consumer sentiment and
subdued macroeconomic prospects in the next 12-18 months. Positive
pressure would also require some evidence of further organic sales
growth, the company's Moody's-adjusted debt/EBITDA remaining below
4.0x on a sustained basis, its Moody's-adjusted EBITDA minus
capex/interest expense remaining above 2.5x on a sustained basis,
and the company generating positive FCF and maintaining adequate
liquidity and balanced financial policies.

Moody's could downgrade the rating if the company's sales growth
and margins begin to face some negative pressure, indicating that
the products are losing their appeal, its adjusted debt/EBITDA
approaches 5.5x on a sustained basis, its EBITDA minus
capex/interest expense remains below 2.0x on a sustained basis, FCF
weakens significantly or adequate liquidity is not maintained at
all times. More aggressive financial policies could also create
downward pressure.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Venice, Italy, Golden Goose S.p.A. is an Italian
apparel company that designs, manufactures and distributes casual
footwear, ready-to-wear products and accessories. Golden Goose's
main products are luxury sneakers. Founded in 2000, the company
distributes its products through the retail channel with a network
of 182 directly operated stores (DOS) as of December 2022,
wholesale customers such as well-known department stores, digital
channel with partnerships with online retailers and its own
website. In the 12 months to September 30, 2023, the company
reported EUR569 million of revenue and EUR193.5 million of EBITDA
(as adjusted by the company, after IFRS 16).

Golden Goose is owned by the private equity company Permira, which
acquired a majority stake in 2020.



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

EPHIOS SUBCO 3: Fitch Assigns B(EXP) LongTerm IDR, Outlook Positive
-------------------------------------------------------------------
Fitch Ratings has assigned Ephios Subco 3 S.a.r.l (Synlab) an
expected Long-Term Issuer Default Rating (IDR) of 'B(EXP)' with a
Positive Outlook. Fitch has also assigned an expected senior
secured rating of 'B+(EXP) with a Recovery Rating 'RR3' to Synlab's
proposed senior secured term loan B (TLB) and senior secured notes
of EUR1,450 million. Fitch expects to assign the final ratings on
completion of the transaction.

Synlab is the top entity of a new restricted group following the
announced takeover by its key shareholder Cinven and the
refinancing. The ratings of Synlab AG, the top entity of the former
restricted group, remain on Rating Watch Negative (RWN) and Fitch
expects to withdraw them on completion of the transaction.

The issuance of the new senior secured debt, in combination with
EUR500 million of payment-in-kind (PIK) notes, will be used to pay
off existing debt and to purchase tendered shares up to an 85%
ownership.

The 'B(EXP)' IDR reflects Synlab's weakened credit metrics under
the new capital structure and a loosening of financial policy with
no specified leverage target following Cinven's buyout, as well as
the risk of an increase in leverage should the company decide to
purchase the remaining 15% minority stake over the rating horizon.
It also reflects temporarily lower profitability and free cash flow
(FCF) generation driven by negative operating leverage related to a
sharp decline in the Covid-19 business, high cost inflation and
higher interest rates.

The Positive Outlook reflects Fitch's expectation that Synlab's
credit metrics are likely to improve towards its upgrade
sensitivities as margins gradually return to normalised levels over
the next 12-18 months, including EBITDAR leverage and FCF. An
aggressive financial policy or a debt-funded purchase of minorities
at a substantial premium to the tender offer price could result in
the Outlook being revised to Stable.

KEY RATING DRIVERS

Temporary Weakness in 2023: Fitch expects Synlab to experience a
20% decline in sales in 2023 as a result of the abrupt contraction
of Covid-19 testing by 95% towards EUR40 million. Fitch expects
Synlab's EBITDA margins (Fitch-defined, adjusted for IFRS16 rental
expenses) to deteriorate to their worst levels in over a decade,
from 18% in 2022, towards 10.3% in 2023. This is caused by the
negative impact of operating leverage due to lower Covid-19 sales,
cost inflation and price pressures in a year when governments took
a harsher stance on the industry after three year of extraordinary
Covid-19-related profits.

Gradual Margin Improvement Expected: Fitch expects Synlab's EBITDA
margins to gradually improve towards 14% by 2025, normalising
towards pre-pandemic levels on cost management, modest operating
leverage and the easing of inflation. Synlab is readjusting its
personnel structure back to pre-pandemic levels at a fast pace,
focusing on efficiency. Fitch anticipates that margins will benefit
from network optimisation initiatives, including 2023 divestments
of its less profitable Swiss and Polish operations, as well as its
non-core veterinary business. However, Fitch's ratings case does
not factor in upside from potential portfolio rotation
initiatives.

High Leverage, Delayed Deleveraging: Fitch estimates that Synlab's
total debt will increase by around EUR400 million following the new
debt issue, part of which will be used to pay off existing term
loans. Combined with lower EBITDAR, this should push EBITDAR
leverage temporarily above 6.0x in 2023 from 3.3x in 2022. Assuming
no repurchase of the remaining 15% stake from minority
shareholders, Fitch expects gradual sales and margin improvement to
support deleveraging to around 5.5x in 2024 and 5.0x in 2025.

However, Fitch understands from management that Cinven's ambition
remains to acquire 100% of Synlab and Fitch therefore views the
risk of re-leveraging to fund the 15% minority stake purchase as
substantial. Large-scale M&As or shareholder-friendly distributions
leading to higher-than-expected leverage could put the ratings
under pressure.

Lower FCF Generation: Its rating case forecasts lower FCF
generation, driven by lower profitability, slower Covid-19 sales
and higher variable interest rates. Fitch expects post-dividend FCF
to be temporarily negative in 2023 due to low margins and large
delayed tax payments, and turning neutral to slightly negative in
2024. Fitch anticipates FCF margins to improve toward 2% in 2025,
supported by modest profitability growth and contained capex. Its
base case factors in no dividends and only modest accretive bolt-on
M&As for 2024-2026.

Supportive Sector Fundamentals: Fitch regards lab-testing as social
infrastructure given its defensive non-cyclical nature. The sector
is characterised by steadily rising demand as preventive and
stratified medicine becomes more prevalent. However, this is
counter-balanced by price and reimbursement pressures as national
regulators seek to contain rising healthcare costs. Larger sector
constituents, such as Synlab, are best placed to capitalise on
positive long-term demand fundamentals and extract additional value
through scale-driven efficiencies and market-share gains by
displacing less efficient and less-focused smaller peers.

Diversification Mitigates Regulatory Pressures: Synlab operates in
a regulated healthcare market, which is subject to pricing and
reimbursement pressures, and in some jurisdictions such as France -
Synlab's largest market - it is bound by a tight price and volume
triennial agreement between national healthcare authorities,
lab-testing groups and trade unions. This is, however, mitigated by
the pricing flexibility under inflation-indexed tariff frameworks
in some geographies in northern and eastern Europe.

The high social relevance of the lab-testing sector exposes Synlab
to the risk of tightening regulations, which can constrain their
ability to maintain operating profitability and cash flows.

DERIVATION SUMMARY

Synlab AG's IDR was placed on RWN as a result of the proposed
take-private transaction. Prior to this and since its IPO in April
2021, Synlab AG's IDR of 'BB' reflected the group's solid market
position, strong profitability and cash flow generation, moderate
leverage and a conservative financial policy. Synlab is the largest
lab-testing company in Europe, with sales sustained at around
EUR2.7 billion (excluding the pandemic contribution) and leading
positions in the European lab-testing market, alongside a defensive
business model.

Compared with other investment-grade (IG) global medical diagnostic
peers such as Eurofins Scientific S.E. (BBB-/Stable) and Quest
Diagnostics Inc (BBB/Positive), Synlab is more geographically
concentrated in Europe (around 95% of sales) and is more exposed to
the routine lab-testing market. In addition, IG Eurofins and Quest
are 2x-3x larger in total sales and more diversified across other
diagnostic markets such as environmental and food-testing. Until
2022 Synlab's profitability was broadly in line with IG peers',
with solid EBITDAR margins of at least 20% and strong high
single-digit FCF margins for 2020-2022. However, its margins
declined faster than these peers' in 2023.

Synlab AG's rating also factored in a conservative financial risk
profile following the IPO, which benefited from the 2020-2022
temporarily positive impact of the pandemic. Fitch expected the
group to maintain its EBITDAR leverage below 4.0x, with some
headroom under the 'BB' rating category. Its conservative financial
policy differentiated Synlab AG from smaller, more aggressively
leveraged Laboratoire Eimer Selas (B/Negative) and Inovie Group
(B/Negative), which had EBITDAR leverage projected at between 6.0x
and 8.0x.

KEY ASSUMPTIONS

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

- Revenue to decline by 19% in 2023 as a result of falling Covid-19
test sales, despite organic sales growth of the non-Covid-19
underlying business at around 3%

- Organic sales growth of around 2.5% for 2024-2026

- No M&A in 2024, followed by EUR50 million in 2025, and EUR100
million in 2026 at enterprise value (EV)/EBITDA multiples of 10x

- EBITDA margins (excluding IFRS16 rents) declining to 10.3% in
2023 from 18% in 2022, before gradually improving towards 14.5% by
2026

- Rent expense at around EUR100 million per annum in 2023-2026

- Capex at 5% of sales in 2023-2024, decreasing to around 3.7% in
2025-2026

- No dividend payouts in 2024-2026

RECOVERY ANALYSIS

Recovery Assumptions:

The recovery analysis assumes that Synlab would be reorganised as a
going-concern (GC) in bankruptcy rather than liquidated given its
asset-light operations.

On completion of the takeover and refinancing, Fitch estimates a
distressed EBITDA of around EUR235 million, which reflects a 26%
discount to expected EBITDA in 2024. Distress could come as a
result of adverse regulatory changes, failure to improve margins,
and an aggressive and poorly executed M&A strategy leading to an
unsustainable capital structure.

The distressed EV/EBITDA multiple of 6.0x reflects Synlab's
geographic breadth and scale as European lab-testing market leader
and cash-generative operations, in line with its diversified peers
such as Biogroup's.

Synlab's revolving credit facility (RCF) is to be fully drawn on
default and ranks equally with senior secured debt under the new
capital structure. The existing senior unsecured debt issued by
Synlab Bondco will be subordinated to senior secured debt.

The allocation of value in the liability waterfall results in a
Recovery Rating 'RR3' for the senior secured debt (EUR1,450
million) and the RCF (EUR500 million) indicating a 'B+(EXP)'
instrument rating with an output percentage of 65%. Fitch expects
the senior unsecured debt to be paid off once the transaction is
completed.

RATING SENSITIVITIES

Factors That Could, Individually or Collectively, Lead to Upgrade

- A consistent and more conservative financial policy leading to
EBITDAR leverage below 5.5x and EBITDAR fixed-charge coverage above
2.0x on a sustained basis

- Strengthening FCF margins in the low-single digits

Factors That Could, Individually or Collectively, Lead to The
Outlook Being Revised to Stable

- EBITDAR leverage remaining structurally above 5.5x owing to
operational underperformance or an appetite for debt-funded
acquisitions

- EBITDAR fixed charge coverage remaining structurally below 2.0x

- Inability to improve FCF margins to the low single digits beyond
2024

Factors That Could, Individually or Collectively, Lead to
Downgrade:

- EBITDAR leverage above 7.5x and EBITDAR fixed-charge coverage
below 1.5x on a sustained basis

- Negative or neutral FCF margins beyond 2024

- Absence of like-for-like sales growth or inability to extract
synergies or integrate acquisitions, or other operational
challenges

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Synlab's liquidity is comfortable with
Fitch-defined readily available cash (net of restricted cash of
EUR50 million for daily operations) of about EUR354 million at
end-3Q23, reinforced by EUR500 million available under a committed
RCF maturing in 2030. Synlab repaid EUR100 million of its TLB in
February and fully repaid its EUR220 million TLB in July 2023.

Following the completion of the refinancing, all of Synlab's debt
will mature in 2030. Stable operating performance with moderate
working-capital outflows and capex should support positive internal
FCF from 2025. The company benefits from interest-rate hedging for
around EUR500 million of its debt until February 2025.

ISSUER PROFILE

Synlab is one of Europe's largest providers of analytical and
diagnostic testing services, offering routine and specialist tests
in clinical testing, anatomical pathology testing and diagnostic
imaging. It runs operations in around 40 countries, with a
predominant focus on Europe.

ESG CONSIDERATIONS

Synlab has an ESG Relevance Score of '4' for Exposure to Social
Impacts due to increased risks of tightening regulation that may
constrain its ability to maintain operating profitability and cash
flows. This has a negative impact on its credit profile and is
relevant to the rating in conjunction with other factors.

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

   Entity/Debt            Rating                   Recovery   
   -----------            ------                   --------   
Ephios Subco 3
S.a.r.l             LT IDR B(EXP)  Expected Rating

   senior secured   LT     B+(EXP) Expected Rating   RR3



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

AI CANDELARIA: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed A.I. Candelaria (Spain) S.A.'s Long-Term
Foreign and Local Currency Issuer Default Ratings (IDRs) and USD950
million of notes outstanding due between 2028 and 2033 at 'BB'. The
Rating Outlook is Stable.

A.I. Candelaria's ratings are linked to the credit profiles of
OCENSA (BB+/Stable) and Ecopetrol S.A. (BB+/Stable), which
indirectly own 72.648% of OCENSA and are A.I. Candelaria's only
source of cash flow to service debt. The ratings also incorporate
the significant influence of A.I. Candelaria on OCENSA's dividend
policy, which dampens concerns regarding the dependence on a single
source of cash flow from its minority interest in OCENSA. The
ratings are constrained by A.I. Candelaria's moderately high
leverage and structural subordination to OCENSA's creditors.

KEY RATING DRIVERS

Adequate Dividend Stream: A.I. Candelaria's ratings are supported
by the quality of the dividends received from its 27.352% stake in
OCENSA. The company participates in a regulated business with
strong cash flows and a good track record of dividends received.
Fitch's base case scenario assumes dividends from OCENSA ranging
between USD182 million-USD193 million over the rating horizon. A.I.
Candelaria benefits from OCENSA's key position as the largest crude
oil transportation company in Colombia, which connects the most
important oil basins with the country's main export terminal and
refineries. This helps OCENSA to remain competitive through
different price cycles.

Moderate Capital Structure: A.I. Candelaria's capital structure is
moderate for its current rating. Gross leverage, measured as total
debt/dividends received, was 5.4x as of YE 2022. Leverage is
expected to gradually trend towards 4.0x in the medium term, as the
company began amortizing its outstanding 2028 notes in 2022. The
amortized structure of A.I. Candelaria's notes reduces the
company's exposure to refinancing risk. EBITDA is expected to cover
interest expense by 2.9x or more over the rating horizon.

Structural Subordination: A.I. Candelaria's outstanding notes will
remain structurally subordinated to OCENSA's outstanding USD400
million notes. A.I. Candelaria is a holding company that depends on
dividends it receives from OCENSA to service its own obligations.
Therefore, a substantial increase in leverage at the OCENSA level
could increase the structural subordination of A.I. Candelaria's
creditors. This risk is mitigated by OCENSA's track record of
stable dividend distributions and A.I. Candelaria's veto right over
changes in OCENSA's dividend policy and capex above USD100 million.
Fitch believes the projected dividend stream will be more than
sufficient to cover interest expense and principal payments on A.I.
Candelaria's outstanding notes.

Strong Minority Rights: The shareholders' agreement gives A.I.
Candelaria significant influence on OCENSA's dividend policy, which
lessens the concerns regarding the dependence on a sole source of
cash flow coming from its minority interest in OCENSA. A.I.
Candelaria has a strong veto right on OCENSA's relevant decisions,
and is entitled to appoint two of the five directors to OCENSA's
board. A 90.1% majority of shareholder votes is required to change
the dividend policy, among other significant business decisions to
protect cash flow and liquidity.

DERIVATION SUMMARY

A.I. Candelaria's ratings rely on the dividend stream received from
OCENSA, which has non-investment grade credit quality. Overall,
assets such as crude and products pipelines, natural gas and other
contractually-supported operations have predictable operating
performance, and consistent earnings and cash flow. OCENSA's credit
profile is linked to that of Ecopetrol, which indirectly owns
72.648% of OCENSA. Fitch believes operational integration and
strategic ties between the entities are important enough to create
economic incentives for Ecopetrol to effectively support OCENSA.

Tolling-based natural gas peers in the region, such as
Transportadora de Gas Internacional S.A. E.S.P. (TGI; BBB/Stable)
and Transportadora de Gas del Peru, S.A. (TGP; BBB+/Negative),
benefit from the cash flow stability afforded by more purely
take-or-pay models, allowing them to support more leverage.
OCENSA's stronger financial profile, with average leverage below
0.5x over the rating horizon, is offset by a greater exposure to
volumetric risk, given its higher reliance on ship-and-pay
contracts relative to peers.

KEY ASSUMPTIONS

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

- OCENSA's transported volumes for ship-and-pay contracts grow by
1% over the rating horizon;

- OCENSA's transported volumes for ship-or-pay contracts according
to negotiated terms with off-takers;

- Current tariffs remain valid through 2023, and then increase by
1% annually thereafter;

- Dividend pay-out of 100%;

- Exchange rate forecast by Fitch's Sovereign Group;

- Debt service reserve account covers 1.25x the next debt service
payment (interest and principal);

- Dividends distribution contingent on meeting the debt service
reserve account requirement.

RATING SENSITIVITIES

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

- An upgrade of OCENSA's credit ratings.

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

- A downgrade of OCENSA's credit ratings;

- EBITDA Interest coverage (dividends received/gross interest
expense) below 2.5x on a sustained basis;

- Significant additional debt at the OCENSA level, which increases
the structural subordination of A.I. Candelaria;

- Failure to deleverage below 4.5x over the rating horizon, which
could widen the rating differential with OCENSA.

LIQUIDITY AND DEBT STRUCTURE

Liquidity Not a Concern: A.I. Candelaria has no liquidity issues.
Liquidity is expected to be strong, considering the company's
forecast for readily available cash and consistently positive FCF
generation. The principal of the notes due 2028 are payable in 12
consecutive semi-annual instalments beginning in 2022, equivalent
to 70% of the issuance. The notes due 2033 will be payable in 10
consecutive semi-annual instalments beginning in 2028, equivalent
to 75% of the issuance. The balance will be paid on the maturity
dates. The debt service reserve account to be constituted as part
of the collateral will represent a liquidity buffer over the medium
term that must cover no less than 1.25x of the next debt service
payment (interest and principal).

ISSUER PROFILE

AI Candelaria (Spain S.A.) is a holding company whose main source
of cash is the dividends received from its 27.352% ownership
interest in Oleoducto Central S.A. (OCENSA), the largest crude oil
transportation company in Colombia.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

A.I. Candelaria's ratings are linked to OCENSA's credit profile.

ESG CONSIDERATIONS

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

   Entity/Debt               Rating          Prior
   -----------               ------          -----
A.I. Candelaria
(Spain), S.A.       LT IDR    BB  Affirmed   BB
                    LC LT IDR BB  Affirmed   BB

   senior secured   LT        BB  Affirmed   BB

CAIXABANK PYMES 13: DBRS Finalizes BB Rating on Series B Notes
--------------------------------------------------------------
DBRS Ratings GmbH finalized its provisional credit ratings on the
following series of notes (the Notes) issued by CaixaBank PYMES 13,
FT (the Issuer):

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

The 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 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, totaling EUR 3.5 billion. At closing, the
Originator selected 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 is 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 repaid, 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.



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

BIRCH CHESHUNT: Theobalds Park Estate Put Up for Sale
-----------------------------------------------------
Sophie Witts at The Caterer reports that the Hertfordshire estate
which includes the Birch Cheshunt hotel has been put on the market,
two weeks after it collapsed into administration.

According to The Caterer, Savills has been appointed to market
Theobalds Park Estate, which includes 55 acres of land and the
Grade II-listed hotel, with no definitive guide price.

Birch Cheshunt opened on the estate in 2020 and featured two
restaurants overseen by chef Robin Gill, as well as a farm, three
bars, 20 meeting and events rooms, a co-working space, and gym.

It closed along with its sister hotel, Birch Selsdon in south
Croydon, last month, with administrators blaming the collapse on
"cash constraints", The Caterer relates.

Administrators for Birch Selsdon said they would "explore various
options" for the site, which could provide "a good opportunity for
potential purchasers", The Caterer notes.


BLUEFRUIT SOFTWARE: Declared Insolvent, To Enter Into CVA
---------------------------------------------------------
Olivier Vergnault at CornwallLive reports that a tech company
heralded for years as a Cornish success story has gone into
insolvency after racking up hundreds of thousands of pounds in
debts.

Bluefruit Software in Redruth has been providing embedded software
solutions to 100 products for firms around the world for more than
two decades.

In 2019, Bluefruit became an employee-owned business with staff
owning 51% of the business.  However, the tech company has been
going through a rough patch, so much so that it has now declared
itself insolvent, CornwallLive relates.

A letter seen by CornwallLive from insolvency firm Richard J Smith,
which has offices in Ivybridge, Exeter and Truro, confirms the
company's difficulties and debts understood to be in the order of
GBP500,000.

The letter from Richard J Smith shows that Bluefruit, based at the
Barncoose Gateway Park, has decided to enter into a company
voluntary arrangement (CVA) with its creditors with a final
decision expected by Dec. 22, CornwallLive discloses.

If 75% of Bluefruit's creditors agree to the CVA and a debt
repayment plan then the company will continue trading and the 59
jobs will be saved, CornwallLive states.  If they do not then
Bluefruit would cease existing and all jobs could be lost,
CornwallLive notes.

According to CornwallLive, founder Paul Massey said the agreement
is with HMRC which agreed to a similar CVA 10 years ago when
Bluefruit lost some contracts in the automotive sector.  He said
that the round of redundancies this year was the first in
Bluefruit's history following a very difficult year with three
major contracts lost in the medical sector, CornwallLive relays.

He insisted that the CVA was no more than a tool to work with HMRC,
CornwallLive notes.  He said the company would be given five years
to repay its debt which he insisted Bluefruit would look to do in
less than two years, according to CornwallLive.


CASTELL 2023-2: DBRS Finalizes BB Rating on Class F Notes
---------------------------------------------------------
DBRS Ratings Limited finalized its provisional credit ratings to
the residential mortgage-backed notes to be issued by Castell
2023-2 PLC (the Issuer) as follows:

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

The credit rating on the Class A1 and Class A2 notes (together the
Class A notes) addresses the timely payment of interest and the
ultimate repayment of principal. The credit ratings on the Class B
notes address the timely payment of interest once they are the
senior most 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, Class F, and Class X
notes address the ultimate payment of interest and principal.

DBRS Morningstar does not rate the Class G and Class H notes 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 of Great Britain and Northern
Ireland (UK). The notes issued shall fund the purchase of British
second-lien mortgage loans originated by UKML. Pepper (UK) Limited
(Pepper; the Servicer) is the primary and special servicer of the
portfolio. UKML, established in November 2013 and previously known
as Optimum Credit Ltd (Optimum Credit), is a specialist provider of
second-lien mortgages based in Cardiff, Wales. Both UKML and Pepper
are part of the Pepper Group Limited (Pepper Group), a worldwide
consumer finance business, third-party loan servicer, and asset
manager. Law Debenture Corporate Services shall be appointed as the
back-up servicer facilitator to the transaction.

This is the second securitization from the Castell series this
year, following Castell 2023-1 Plc issued in April. The initial
mortgage portfolio consists of GBP 275 million of second-lien
mortgage loans collateralized by owner-occupied (OO) properties in
the UK. The portfolio features currently warehoused mortgage loans
as well as a portion of loans securitized in the past within the
Castell 2020-1 Plc transaction.

Relative to the other Castell transaction issued this year, Castell
2023-2 PLC differs in particular with regard to the existence of
prefunding, leading to a total portfolio size of approximately GBP
300 Mn as of 31st October 2023 which DBRS Morningstar has analyzed,
as well as the increased portion of permitted product switches, now
15% of the portfolio's aggregate current balance as of closing.

Liquidity in the transaction is provided by a liquidity reserve,
which shall cover senior costs and expenses as well as interest
shortfalls on the Class A1 and Class A2 notes (together, the Class
A notes) and Class B notes. 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
on Class A to Class G notes. However, the latter will be subject to
a principal deficiency ledger (PDL) condition, which states that if
a given class of notes is not the most senior class outstanding,
when a PDL debit of more than 10% of such class exists, principal
borrowing will not be available. Interest shortfalls on Class B to
Class G notes, as long as they are not the most senior class
outstanding, shall be deferred and not be recorded as an event of
default until the final maturity date or such earlier date on which
the notes are fully redeemed.

The transaction also features a fixed-to-floating interest rate
swap, given the presence of a large portion of fixed-rate loans
(with a compulsory reversion to floating in the future) while the
liabilities shall pay a coupon linked to Sonia. The swap
counterparty to be appointed as of closing shall be BNP Paribas.
DBRS Morningstar currently rates BNPP with a long-term critical
obligations rating (COR) of AA (high) and a long-term issuer rating
(IR) of AA (low), both with Stable trends. The transaction
documents contain downgrade provisions if the DBRS Morningstar
long-term rating or the COR on BNPP fall below A or below BBB for
the first and second rating thresholds, respectively. The
collateral posting and replacement provisions are consistent with
DBRS Morningstar's "Derivative Criteria for European Structured
Finance Transactions" methodology.

Furthermore, Citibank, N.A., London Branch shall act as the Issuer
Account Bank, and National Westminster Bank Plc shall be appointed
as the Collection Account Bank. Both entities are privately rated
by DBRS Morningstar and meet the eligible ratings in structured
finance transactions and are consistent with DBRS Morningstar's
"Legal Criteria for European Structured Finance Transactions"
methodology.

Credit enhancement for the Class A notes is calculated at 25.0% and
is provided by the subordination of the Class B to Class H notes.
Credit enhancement for the Class B notes is calculated at 18.75%
and is provided by the subordination of the Class C to Class H
notes. Credit enhancement for the Class C notes is calculated at
13.25% and is provided by the subordination of the Class D to Class
H notes. Credit enhancement for the Class D notes is calculated at
8.75% and is provided by the subordination of the Class E to Class
H notes. Credit enhancement for the Class E notes is calculated at
6.75% and is provided by the subordination of the Class F to Class
H notes. Credit enhancement for the Class F notes is calculated at
5.25% and is provided by the subordination of the Class G and Class
H notes. Credit enhancement for the Class G notes is calculated at
2.5% and is provided by the subordination of the Class H notes.
Credit enhancement for the Class X notes is calculated at zero, as
these are excess spread notes with interest and principal payments
flowing through the revenue priority of payments.

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

-- The transaction's 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 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, Class F, and Class X 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% CPR;

-- The sovereign 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.


HOLBORN ASSETS: Put Under Investigation by FSCS After Collapse
--------------------------------------------------------------
Jenna Brown at ProfessionalAdviser reports that Holborn Assets, a
financial advice firm, has been placed under investigation by the
Financial Services Compensation Scheme (FSCS).

According to ProfessionalAdviser, the compensation body said its
investigation started on Dec. 4 and followed the advice firm
falling into administration on Oct. 24.  It was authorised in
February 2015, ProfessionalAdviser relays, citing a notice on the
FSCS's website.

Holborn Assets, listed on the Financial Services Register under
648817, has several other trading names linked to a Brighton
address.  These include Global UK Wealth, James Parker Financial
and Neo Financial Planning.

The FSCS said it was now considering claims against the firm,
ProfessionalAdviser relates.

It said all claims would be assessed on a case-by-case basis, to
determine whether they are eligible for compensation,
ProfessionalAdviser notes.


JULES B: Mulls CVA Following Difficult Trading Year
---------------------------------------------------
Elizabeth Howlett at Drapers reports that premium independent Jules
B is considering a CVA and restructure of the business following a
cyber attack in September and a difficult trading year.

The retailer was hit by a ransomware attack in September and has
said would not pay the US$100,000 (GBP79,200)  demanded by the
hackers, Drapers recounts.  Managing director and co-founder of
Jules B, Julian Blades, said that trade was impacted for two weeks
but that creditors had been "incredibly supportive and
sympathetic", Drapers notes.

According to Drapers, the business has now enlisted turnaround
specialist KSA Group to help it navigate current financial
difficulty and place greater focus on its website, which accounts
for 70% of its annual turnover.

One proposal by KSA, which is now under consideration, is the
implementation of a company voluntary arrangement (CVA) to
formalise the necessary adjustments, Drapers states.  But the
impact of the CVA on stores, whether that be closures or a switch
to turnover based rent has not yet been decided, according to
Drapers.

Mr. Blades, as cited by Drapers, said he is hoping for a turnover
rent solution, which he believes will be the most "equitable"
outcome:

"Landlords need to become more realistic with their demands," said
Mr. Blades, "turnover rent would be a very equitable way to go."

Mr. Blades told Drapers: "We have five stores, two in Kendal, two
in Jesmond and one in Harrogate. We are still in negotiations with
landlords and until these are agreed we have not yet made any
decisions on which ones, if any, we will be closing."

KSA, on behalf of Jules B, will engage with suppliers, landlords
and employees to establish new terms and conditions, Drapers
relays.

Jules B currently employs 55 people and also has a central head
office, warehouse and additional storage space in Newcastle.  Mr.
Blades hinted that if deals could not be struck with landlords,
shops may have to close although he added: "It's too early in the
process to say what will happen."

Speaking to Drapers, Mr. Blades explained the business has endured
a spate of bad luck having also lost money after it was defrauded
of GBP1.2 million in 2015.


NEWDAY FUNDING 2021-1: DBRS Confirms B(high) Rating on F Notes
--------------------------------------------------------------
DBRS Ratings Limited took the rating actions on the following notes
issued by NewDay Funding Master Issuer plc and NewDay Funding Loan
Note Issuer plc as part of its annual review:

NewDay Funding Master Issuer plc Series 2021-1:

-- Class A1 Notes confirmed at AAA (sf)
-- Class A2 Notes confirmed at AAA (sf)
-- Class B Notes confirmed at AA (sf)
-- Class C Notes confirmed at A (low) (sf)
-- Class D Notes upgraded to BBB (sf) from BBB (low) (sf)
-- Class E Notes upgraded to BB (sf) from BB (low) (sf)
-- Class F Notes confirmed at B (high) (sf)

Series 2021-2:

-- Class A1 Notes confirmed at AAA (sf)
-- Class A2 Notes confirmed at AAA (sf)
-- Class B Notes confirmed at AA (sf)
-- Class C Notes confirmed at A (low) (sf)
-- Class D Notes upgraded to BBB (sf) from BBB (low) (sf)
-- Class E Notes upgraded to BB (sf) from at BB (low) (sf)
-- Class F Notes confirmed at B (high) (sf)

Series 2021-3:

-- Class A1 Notes confirmed at AAA (sf)
-- Class A2 Notes confirmed at AAA (sf)
-- Class B Notes confirmed at AA (sf)
-- Class C Notes confirmed at A (low) (sf)
-- Class D Notes upgraded to BBB (sf) from BBB (low) (sf)
-- Class E Notes upgraded to BB (sf) from BB (low) (sf)
-- Class F Notes confirmed at B (high) (sf)

Series 2022-1:

-- Class A1 Notes confirmed at AAA (sf)
-- Class A2 Notes confirmed at AAA (sf)
-- Class B Notes confirmed at AA (sf)
-- Class C Notes confirmed at A (low) (sf)
-- Class D Notes upgraded to BBB (sf) from BBB (low) (sf)
-- Class E Notes upgraded to BB (sf) from BB (low) (sf)
-- Class F Notes confirmed at B (high) (sf)

Series 2022-2:

-- Class C Notes confirmed at A (low) (sf)
-- Class D Notes upgraded to BBB (sf) from BBB (low) (sf)
-- Class E Notes upgraded to BB (sf) from BB (low) (sf)
-- Class F Notes upgraded to B (high) (sf) from B (sf)


Series 2022-3:
-- Class A Notes confirmed at A (sf)
-- Class D Notes upgraded to BBB (sf) from BBB (low) (sf)
-- Class E Notes upgraded to BB (sf) from BB (low) (sf)
-- Class F Notes upgraded to B (high) (sf) from B (SF)

NewDay Funding Loan Note Issuer Series 2022-2:

-- Class A Loan Note confirmed at AA (sf)

VFN-F1 V1:

-- Class A Notes upgraded to BBB (sf) from BBB (low) (sf)
-- Class E Notes upgraded to BB (sf) from BB (low) (sf)
-- Class F Notes confirmed at B (high) (sf)

VFN-F1 V2:

-- Class A Notes confirmed at A (low) (sf)
-- Class E Notes upgraded to BB (sf) from BB (low) (sf)
-- Class F Notes confirmed at B (high) (SF)

The credit ratings address the timely payment of scheduled interest
and the ultimate repayment of principal by the relevant legal final
maturity dates.

All the notes above are backed by a portfolio of
direct-to-consumer, own-brand credit cards granted to individuals
domiciled in the UK by NewDay Ltd. (NewDay or the originator). The
notes are issued out of NewDay Funding Master Issuer or NewDay
Funding Loan Note Issuer as part of the NewDay Funding-related
master issuance structure, under the same requirements regarding
servicing, amortization events, priority of distributions, and
eligible investments.

The upgrades of Class D, Class E and certain Class F Notes to BBB
(sf), BB (sf) and B (high) (sf) from BBB (low)(sf), BB (low)(sf)
and B (sf), respectively, reflect the revision of DBRS
Morningstar's expected yield assumption after a sustained period of
improved yield due to the demonstrated ability of NewDay to adjust
its credit card rates following the interest rate increases by the
Bank of England since mid-2022.

The credit ratings are based on the following analytical
considerations:

-- Each 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 NewDay's portfolio, the characteristics
of the collateral, its historical performance and DBRS
Morningstar's expectation of charge-offs, monthly principal payment
rate (MPPR) and yield under various stress scenarios.

-- The originator's capabilities with respect to origination,
underwriting and servicing, and its position in the market and
financial strength.

-- An operational risk review of NewDay Cards Ltd., which DBRS
Morningstar deems to be an acceptable servicer.

-- The transaction parties' financial strength regarding their
respective roles.

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

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

-- The sovereign rating on United Kingdom of Great Britain and
Northern Ireland, currently rated AA with a stable trend by DBRS
Morningstar.

TRANSACTION STRUCTURE

Each transaction typically includes a scheduled revolving period.
During this period, additional receivables may be purchased and
transferred to the securitized pool, provided that the eligibility
criteria set out in the transaction documents are satisfied. The
revolving period may end earlier than scheduled if certain events
occur, such as the breach of performance triggers or servicer
termination. The servicer may have the option to extend the
scheduled revolving period by up to 12 months. If the notes are not
fully redeemed at the end of their respective scheduled revolving
periods, the individual transaction would enter into a rapid
amortization.

Each transaction includes a series-specific liquidity reserve that
has been replenished to the target amount in the transaction's
interest waterfalls. The liquidity reserve is available to cover
the shortfalls in senior expenses, senior swap payments if
applicable and interest due on the Class A Class B, Class C and
Class D Notes and would amortize to the target amount, subject to a
floor of GBP 250,000.

As all British pounds sterling (GBP)-denominated notes carry
floating-rate coupons based on the daily compounded Sterling
Overnight Index Average (Sonia), there is an interest rate mismatch
between the fixed-rate collateral and the floating-rate notes. The
potential interest rate mismatch risk is to a certain degree
mitigated by excess spread and the originator's ability to increase
the credit card contractual rate and is considered in DBRS
Morningstar's cash flow analysis.

As the NewDay Funding Master Issuer Series 2021-1, Series 2021-2,
Series 2021-3 and Series 2022-1 have Class A2 notes that are
denominated in U.S. dollars (USD), there are balance-guaranteed,
cross-currency swaps to hedge the currency risk between the
GBP-denominated collateral and the USD-denominated Class A2 notes.

The NewDay Funding Master Issuer Series 2022-3 Class A Notes
benefit from higher subordination than comparable notes classes of
the NewDay Funding-related master issuance structure with a
one-notch higher credit rating at A (sf) to compensate for higher
notes margins than the A (low) (sf) rated notes issued out of the
master issuance structure. This approach is consistent with DBRS
Morningstar's view to maintain the rating stability of a master
issuance structure.

COUNTERPARTIES

HSBC Bank plc (HSBC Bank) is the account bank for the transactions.
Based on DBRS Morningstar's private rating on HSBC Bank and the
downgrade provisions outlined in the transaction documents, DBRS
Morningstar considers the risk arising from the exposure to the
account bank to be commensurate with the credit ratings assigned.

PORTFOLIO ASSUMPTIONS

As discussed in the DBRS Morningstar press release,
https://www.dbrsmorningstar.com/research/422857/dbrs-morningstar-assigns-provisional-credit-ratings-to-newday-funding-master-issuer-plc-series-2023-1,
the recent total payment rates including the interest collections
continue to be higher than historical levels. Nonetheless, it
remains to be seen if these levels remain susceptible to in the
current macroeconomic environment of persistent inflationary
pressures and interest rate increases. DBRS Morningstar therefore
elected to maintain the securitized portfolio's expected MPPR at 8%
after removing the interest collections.

The portfolio yield was largely stable over the reported period
until March 2020, the initial outbreak of the COVID-19 pandemic.
The most recent performance in September 2023 showed a total yield
of 33%, up from the record low of 25% in May 2020 due to the
consistent repricing of credit card rates by NewDay following the
Bank of England base rate increases since mid-2022. After
consideration of the observed increasing trend and the removal of
spend-related fees, DBRS Morningstar revised the expected yield
upward to 27% from 24.5%.

The reported historical annualized charge-off rates were high but
stable at around 16% until June 2020. The most recent performance
in September 2023 showed a charge-off rate of 11.4% after reaching
a record high of 17.1% in April 2020. Based on the analysis of
historical data and in consideration of the current challenging
environment, DBRS Morningstar continued to maintain the expected
charge-off rate at 18%.

DBRS Morningstar's credit ratings on the 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 notes are the related
Interest Payment Amounts and the Class Balances.

DBRS Morningstar's credit rating on the notes also addresses the
credit risk associated with the increased rate of interest
applicable to the notes if the notes are not redeemed on the
initial scheduled redemption date as defined in and in accordance
with the applicable transaction documents.

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 pounds sterling unless otherwise
noted.

SAGE AR 1: DBRS Confirms B Rating on Class F Notes
--------------------------------------------------
DBRS Ratings Limited confirmed its credit ratings on the following
classes of commercial mortgage-backed floating-rate notes due
November 2030 issued by Sage AR Funding No.1 Plc (the Issuer):

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

The trend on all ratings is Stable.

The credit rating confirmations follow the transaction's stable
performance over the last 12 months, with a slight increase in
rental income and no cash trap covenant breaches recorded to date.

CREDIT RATING RATIONALE

The transaction is a securitization of a GBP 220 million
floating-rate senior social housing-backed loan (the senior loan)
advanced by the Issuer to a single borrower, Sage Borrower AR1
Limited. The borrower onlent the senior loan to its parent, Sage
Rented Limited (SRL), a for-profit registered provider of social
housing, and SRL used the loan to finance its acquisition of
properties and associated costs and expenses. The senior loan is
backed by 1,609 residential units comprising mostly houses or
apartments located across England. The loan term is for five years
with an expected final repayment date on 15 November 2025. Savills
Advisory Services Limited (Savills) revalued the portfolio in
September 2021 to GBP 336.4 million from GBP 308.4 million (in
terms of market value subject to tenancy), reducing the rated
senior loan-to-value to 62.1% from 67.8%.

Sage Housing Limited (the sponsor) was established in May 2017 and
is majority owned by Blackstone Inc. The portfolio is a mixture of
new-build houses and flats in new purpose-built schemes dating from
2017. Each scheme is generally in a good residential location close
to transport links and amenities. Approximately 60% of the
portfolio is in London, the South East, and the South West. Most of
the rented units are let on starter leases and then transferred to
periodic assured tenancy agreements after an initial probationary
period of 12 months, which is extendable to 18 months. Tenants in
social housing typically occupy the units for more than five years
beyond the probationary period.

The proceeds of the notes were advanced to a wholly owned, newly
incorporated subsidiary of SRL, and onlent to SRL. SRL in turn
granted third-party security by way of mortgages and a share pledge
over the shares in the borrower to secure the borrower's
obligations under the facility agreement. SRL also granted security
to the borrower by way of a fixed charge over its segregated
account into which rent is paid. The borrower will maintain full
signing rights and full discretion over SRL's segregated account.

The senior loan interest comprises two parts: (1) Sonia (subject to
zero floor) plus a margin that is a function of the weighted
average (WA) of the aggregate interest amounts payable on the rated
notes; and (2) the lower of excess cash flow and 9% fixed interest
on the retention tranche (the Class R notes).

The contracted annual rent (let units) for the portfolio stood at
GBP 13.5 million as of August 2023. This represents a 7.3% increase
over the contracted annual rent of GBP 12.6 million as of August
2022. Meanwhile, net rental income (NRI) increased to GBP 10.1
million as of August 2023 from GBP 9.4 million as of August 2022.

The debt yield (DY) slightly increased to 4.8% in August 2023 from
4.5% in August 2022 as a result of the increase in NRI. The
occupancy rate of 99.1% as of August 2023 shows improvement over
the occupancy rate of 91.0% at origination and is in line with the
occupancy rate of 99.0% as of August 2022. Since the properties are
new builds, Sage does not model any capital expenditure until at
least year three onwards.

Sage's affordable rents business has an arrears level of 4.1% for
tenants in occupancy for over 12 months and 3.2% for tenants in
occupancy for over 18 months. For the purposes of calculating
arrears levels, Sage takes the approach that any amount that is
overdue, even by one day, is in arrears.

The borrower purchased an interest cap agreement from Merrill Lynch
International, with a cap strike rate of 0.75% for the full
notional amount of the rated notes to hedge against increases in
the interest payable under the loan resulting from fluctuations in
Sonia. The current hedge arrangement expires on November 17, 2023,
at which point it must be renewed annually for the remaining term
of the loan.

DBRS Morningstar notes that there are certain hedging conditions in
place, such that the interest rate cap(s) with a WA strike rate on
any day must not be more than the higher of (1) 0.75% per year and
(2) the rate that ensures that, as at the date on which the
relevant hedging transaction is contracted, the hedged interest
coverage ratio is not less than 1.5 times. If the hedge is not
extended as described, there will be a loan event of default and a
sequential payment trigger event on the notes. DBRS Morningstar
anticipates the current hedge arrangement to be renewed in
accordance with the hedging conditions.

DBRS Morningstar maintained its net cash flow (NCF) assumption at
GBP 8.5 million as at underwriting. In addition, DBRS Morningstar
maintained its cap rate at 4.25% as at underwriting, which
translates to a DBRS Morningstar stressed value of GBP 200.2
million, representing a 40.5% haircut to the most recent
valuation.

The transaction benefits from a liquidity reserve facility of GBP
6.5 million provided by Deutsche Bank AG London Branch. The
liquidity facility may be used to cover shortfalls on the Issuer's
payment of interest due to the Class A to Class C noteholders. DBRS
Morningstar calculated that the liquidity reserve facility can
cover interest payments on the covered notes up to 21 months, based
on the interest cap strike rate of 0.75%, or 10 months, based on
Sonia capped at 4.0% plus the respective notes' margin.

To satisfy risk retention requirements, an entity within Sage Group
has retained a residual interest consisting of no less than 5% of
the nominal and fair market value of the overall capital structure
by subscribing to the unrated and junior-ranking GBP 11 million
Class R notes. This retention note ranks junior in relation to
interest and principal payments to all rated notes in the
transaction.

The final legal maturity of the notes is expected to be 17 November
2030, five years after the expected loan maturity (15 November
2025). Given the security structure and jurisdiction of the
underlying loan, DBRS Morningstar believes that this provides
sufficient time to enforce on the loan collateral, if necessary,
and repay the bondholders.

DBRS Morningstar's credit rating on the notes issued by Sage AR
Funding No.1 Plc addresses the credit risk associated with the
identified financial obligations in accordance with the relevant
transaction documents. The associated financial obligations are the
Interest Payments and Principal Amounts.

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. For example, Sonia Excess Amounts, Pro Rate Default
Interest Amounts and Note Prepayment Fees.

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

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



SAGE AR 2021: DBRS Confirms BB(high) Rating on Class E Notes
------------------------------------------------------------
DBRS Ratings Limited confirmed its ratings on the following classes
of notes issued by Sage AR Funding 2021 PLC (the Issuer):

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

The trend on all ratings is Stable.

The credit rating confirmations follow the transaction's stable
performance over the last 12 months, with a slight increase of
rental income and no cash trap covenant breaches recorded to date.

CREDIT RATING RATIONALE

The transaction is a securitization of a GBP 274.9 million
floating-rate social housing-backed loan advanced by the Issuer to
a single borrower, Sage Borrower AR2 Limited. The borrower then
onlent the loan to its parent, Sage Rented Limited (Parent RP), a
for-profit registered provider of social housing, and the loan
proceeds were used to finance the Parent RP's acquisition of the
properties as well as to cover the associated costs. The loan is
backed by 1,712 residential units mostly comprising houses or
apartments located across England and there have been no releases
from the portfolio since issuance.

Sage Housing Group (the sponsor or Sage) was established in May
2017 and is majority owned by Blackstone. Sage's core business is
the provision of new affordable homes rented at a discount to the
prevailing open market rate and let only to people on local
authority housing waiting lists. The transaction represents the
sponsor's second securitization, following its issuance of Sage AR
Funding No. 1 Plc in October 2020 (rated by DBRS Morningstar).

The transaction comprises a five-year floating-rate loan, maturing
on 16 November 2026. Following the initial five-year term, the loan
may be extended on an annual basis until 15 November 2046, provided
that no loan default for non-payment is continuing and a
satisfactory hedging agreement is in place up to the relevant
extended termination date. The loan bears interest at the Sterling
Overnight Index Average (Sonia) rate, floored at 0%, plus a
weighted-average margin of 1.46% per annum (p.a.) on the rated
notes for the initial five years, stepping up to 2.12% thereafter
if the loan is not repaid. The first interest payment date was on
February 17, 2022. There is no scheduled amortization; however,
upon failing to repay in the fifth year, the loan will be in cash
sweep with a minimum of 1% scheduled amortization p.a. of the loan
balance.

Savills provided a market value subject to tenancy (MVSTT)
appraisal of GBP 376.9 million and an existing use value social
housing appraisal of GBP 302.8 million on the properties in October
2021. The stock is a mixture of houses (56%) and flats (44%) in new
purpose-built schemes dating from 2019. DBRS Morningstar determined
the quality of the buildings to be above average. The schemes are
generally situated in good residential locations with the majority
located in the South East (60.8%) and the East of England (11.1%).
The portfolio's loan-to-value (LTV) ratio has remained unchanged at
68.0% since origination. DBRS Morningstar understands a new
valuation was instructed by the servicer and is expected to be
available in the next reporting period.

Most of the rented units are on a "starter lease" and are then
transferred to a periodic assured shorthold tenancy after an
initial probationary period of 12 months, which is extendable to 18
months. Tenants in social housing typically occupy the units for
more than five years beyond the probationary period. As of August
2023, the contracted annual rent (let units) for the portfolio
stood at GBP 15.7 million, which represents a 6.5% increase over
the contracted annual rent of GBP 14.7 million as of August 2022.
Meanwhile net rental income (NRI) increased to GBP 11.9 million as
of August 2023 from GBP 11.2 million as of August 2022. The leases
are indexed to the consumer price index (CPI) plus 1% from years
one to six, and to the CPI alone after year seven.

The debt yield (DY) slightly increased to 4.64% in August 2023 from
4.36% in August 2022 as a result of the increase in NRI. The
occupancy rate of 99.2% as of August 2023 shows significant
improvement over the occupancy rate of 84.0% at origination and is
in line with the occupancy rate of 99.4% as of August 2022. Since
the properties are new builds, Sage does not model any capital
expenditure until at least year three onwards.

Sage's affordable rents business has an arrears level of 2.3% for
tenants in occupancy for over eight weeks and 3.1% for tenants in
occupancy for over 18 months). For the purposes of calculating
arrears levels, Sage takes the approach that any amount that is
overdue, even by one day, is in arrears.

At the cut-off date, DBRS Morningstar assumed an average annual
rent per unit of GBP 7,718, which equated to a total portfolio
gross rental income (GRI) of GBP 13.4 million. DBRS Morningstar
assumed a rental growth of 1.5% p.a. DBRS Morningstar maintained
its assumptions of annual costs of approximately 23% of the GRI
across the portfolio. DBRS Morningstar made further deductions of
2% to account for arrears and bad debt. DBRS Morningstar estimates
net cash flow (NCF) at GBP 10.4 million. The stressed cap rate
applied to the DBRS Morningstar NCF estimate is 4.22%, equating to
a value of GBP 246.3 million, which represents a haircut of 34.7%
to Savills' MVSTT valuation. DBRS Morningstar calculated a LTV of
104.1% for the rated loan and a DY of 4.05%.

The borrower purchased an interest cap agreement from Merrill Lynch
International, with a cap strike rate of 1.0% for the full notional
amount of the rated notes to hedge against increases in the
interest payable under the loan resulting from fluctuations in
Sonia. The current hedge arrangement expires on November 17, 2023,
at which point it must be renewed annually for the remaining term
of the loan.

DBRS Morningstar notes that there are certain hedging conditions in
place, such that up until the expected loan maturity, the cap
strike rate is required to be the higher of 1.0% and the rate that
ensures a hedged ICR of 1.5 times (x). The subsequent hedging
arrangements after the expected loan maturity are required to have
a strike rate the higher of 0.75% and the rate ensuring that the
hedged ICR is not less than 1.5x. If the hedge is not extended as
described, there will be a loan event of default and a sequential
payment trigger event on the notes. DBRS Morningstar anticipates
the current hedge arrangement to be renewed in accordance with the
hedging conditions.

On the closing date, GBP 5.7 million of the proceeds from the
issuance of the Class A notes was used to fund the Issuer liquidity
reserve (ILR), which can be used to cover interest payment
shortfalls through the Class A to D notes. DBRS Morningstar
calculates that the ILR can cover interest payments on the covered
notes up to 12 months, based on the interest rate cap strike rate
of 1%, or five months, based on the Sonia cap of 4% (the interest
on the notes being capped at 4.0% plus their respective margins).

The initial loan maturity date is in November 2026 with 20 one-year
extension options available after that. Therefore, the final
maturity date is in November 2046, followed by a five-year tail
period. The legal final maturity date of the notes is in November
2051.

DBRS Morningstar's credit rating on the notes issued by SAGE AR
Funding 2021 PLC addresses the credit risk associated with the
identified financial obligations in accordance with the relevant
transaction documents. The associated financial obligations are the
Interest Payments and Principal Amounts.

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. For example, Sonia Excess Amounts, Pro Rate Default
Interest Amounts and Note Prepayment Fees.

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

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



SQUIBB GROUP: Faces HMRC Tax Fraud Allegations Following Collapse
-----------------------------------------------------------------
Colin Marrs at Construction News reports that HMRC is chasing
GBP16.5 million from demolition firm Squibb Group after its fraud
unit found the firm's directors had made improper payments over 12
years, including the use of funds for personal expenses.

On Dec. 4, the High Court granted a winding-up order against the
firm, bringing in the official receiver to handle its closure,
Construction News relates.

Squibb Group had applied to go into administration, but HMRC
successfully argued for a liquidation instead, so that its fraud
allegations could be fully investigated, Construction News relates.
Squibb Group denies all the allegations made against it.

According to Construction News, court documents submitted by HMRC
said: "If the company enters liquidation, the liquidator can
investigate the allegations made by HMRC regarding the improper use
of company funds by the directors and former directors of the
company with the view to bringing proceedings to recover any sums
wrongfully extracted or expended."

The documents say that in June HMRC imposed a charge of
GBP16,561,375.31 on Squibb "upon assessments and deliberate
penalties" following an investigation by the tax body's Fraud
Investigation Service, Construction News discloses.

The body said the assessments cover the period from June 30, 2003
to January 31, 2015 and include sums relating to corporation tax
and VAT, Construction News notes.

It submitted a list to the court of the sums it considered the
directors had wrongly extracted/expended -- a total of more than
GBP4 million, Construction News states.

According to HMRC, Squibb appealed its initial findings on the
payments but a review upheld them and increased the assessment and
resulting penalty for the accounting period ending January 31,
2021, Construction News recounts.


TULLOW OIL: S&P Cuts ICR to 'SD' on Distressed Debt Repurchase
--------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
oil producer Tullow Oil PLC to 'SD' (selective default) and its
issue rating on the senior secured notes due 2026 to 'D'
(default).

S&P affirmed the rating on the unsecured notes due 2025 at 'C',
pending the results of a separate tender offer that is still
ongoing.

On Nov. 30, 2023, oil producer Tullow Oil PLC announced the results
of its tender offer to repurchase a portion of its senior secured
notes due 2026 for a total cash consideration of $102.5 million.

S&P aims to reassess the ratings on Tullow Oil and its debt shortly
after the completion of both tender offers.

The downgrade reflects Tullow Oil's repurchase of its senior
secured notes below par. The company will buy approximately $114.8
million of its $1.6 billion of senior secured notes due 2026 for
$102.5 million, which represents a weighted average purchase price
of 89.3 cents on the dollar. S&P sees this transaction as
distressed and tantamount to a default due to its below-par price,
which means that the investors will receive less than they had been
promised originally.

S&P said, "We view this transaction as a continuation of Tullow
Oil's liability management, which started with the first buyback of
senior unsecured notes at a weighted average price of 60 cents on
the dollar in June 2023, bringing the total amount bought back
below par to about $281 million. Combined with the early tender
amount of about $130 million under the ongoing tender offer for the
portion of the unsecured notes due 2025, we estimate that the total
amount of notes that the company will have bought back below par
may be close to 17% of the $2.4 billion outstanding before the
buybacks."

The buybacks come at a time when capital market access for
lower-rated oil companies is becoming more challenging, due to the
prevailing high interest rates and investors' views on the
environmental footprint of the oil and gas sector.

S&P said, "We will reassess the ratings on Tullow Oil and its debt
shortly after it completes the tender offers for its notes. The
rating on the senior unsecured notes due 2025 remains unchanged at
'C' pending the completion of the tender offer, the deadline for
which is Dec. 14, 2023 (unless amended). Given the announced terms,
we will likely see this transaction as tantamount to a default
under our methodology, and lower the rating to 'D' on completion.
We expect to reassess our ratings on Tullow Oil and its notes once
we have visibility on the revised capital structure. The future
ratings will balance a lower debt burden, improved maturity
profile, and slightly better credit metrics against the risk of
further debt transactions that we might see as distressed under our
methodology and the uncertainties relating to the Ghanaian
sovereign debt restructuring."


YORK COCOA: Bought Out of Administration in Pre-pack Deal
---------------------------------------------------------
Business Sale reports that York Cocoa House, a chocolate producer
based in York, has been acquired out of administration in a
pre-pack deal.

The artisan chocolatier fell into administration last month, having
been hit hard by the impact of the COVID-19 pandemic, Business Sale
recounts.

According to Business Sale, the company had issues pre-dating the
pandemic, having had a compulsory strike off action against it
discontinued in 2019, entering a Company Voluntary Arrangement
(CVA) the following year to schedule payments to the firm's
creditors.

Prior to entering administration, the company engaged BPI Asset
Advisory to run a marketing process for the business with the
assistance of Auker Rhodes Accounting, resulting in 13 expressions
of interest, Business Sale relates.  The company filed a notice of
intention to appoint administrators last month, with Auker Rhodes
Accounting's Frazer Ulrick appointed as administrator on Nov. 15,
Business Sale discloses.

Mr. Ulrick subsequently completed a sale of the business and its
assets to YCW Trading in a pre-pack deal, Business Sale notes.  All
employees of the business have been retained by the buyer and the
company is said to be well positioned to capitalise on the
Christmas trading period, Business Sale states.



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

Troubled Company Reporter-Europe is a daily newsletter co-
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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.

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