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

                          E U R O P E

          Wednesday, December 13, 2023, Vol. 24, No. 249

                           Headlines



A Z E R B A I J A N

INTERNATIONAL BANK: Moody's Affirms Ba3 Deposit Rating, Outlook Pos


G E R M A N Y

THYSSENKRUPP AG: Moody's Affirms 'Ba3' CFR, Alters Outlook to Pos.


I R E L A N D

JUBILEE CLO 2015-XVI: S&P Affirms 'B-(sf)' Rating on Class F Notes
RYE HARBOUR CLO: Moody's Affirms B3 Rating on EUR11MM F-R Notes
VOYA EURO I: Moody's Affirms B1 Rating on EUR9.8MM Class F Notes


N E T H E R L A N D S

MERCON COFFEE: Files for Chapter 11 Bankruptcy


R O M A N I A

ONIX ASIGURARI: Fitch Affirms & Withdraws 'BB-' IDR


S P A I N

BBVA CONSUMER 2018-1: Moody's Cuts Rating on EUR6MM E Notes to B3


T U R K E Y

FIBABANKA ANONIM: Fitch Alters Outlook on B- LongTerm IDR to Stable
KEW SODA: S&P Upgrades ICR to 'BB-', Outlook Positive
ODEA BANK: Fitch Alters Outlook on 'B-' LongTerm IDR to Stable


U K R A I N E

UKRAINE: Fitch Affirms 'CC' LongTerm Foreign Currency IDR


U N I T E D   K I N G D O M

AVRO ENERGY: Founder Faces Lawsuit Over Management Fees
EVERTON: May Enter Administration, Takeover Approval Unlikely
INEOS QUATTRO: Fitch Assigns 'BB+' Rating to Senior Secured Notes
LECTA LTD: S&P Downgrades LT ICR to 'SD' on Debt Restructuring
PERFORMER FUNDING 1: Moody's Assigns (P)Caa1 Rating to 2 Notes

PRECIOUS PLANTS: Enters Administration, Halts Operations
SELINA HOSPITALITY: Swaps 2026 Notes for Equity
THAMES WATER: Says Does Not Have Enough Money to Pay Back Debt
TORO PRIVATE: S&P Cuts ICR to 'CC' on Proposed Debt Restructuring
WHP ENGINEERING: Goes Into Administration, 61 Jobs Affected

[*] S&P Takes Various Actions on SPDR ETFs Following Annual Review

                           - - - - -


===================
A Z E R B A I J A N
===================

INTERNATIONAL BANK: Moody's Affirms Ba3 Deposit Rating, Outlook Pos
-------------------------------------------------------------------
Moody's Investors Service has affirmed International Bank of
Azerbaijan's (IBA) Ba3 long-term local and foreign currency bank
deposit ratings and changed the outlook on these ratings to
positive from stable. Concurrently, Moody's affirmed the bank's b1
Baseline Credit Assessment (BCA) and Adjusted BCA, Not Prime (NP)
short-term local and foreign currency bank deposit ratings, the
bank's Ba2/NP long-term and short-term local and foreign currency
Counterparty Risk Ratings (CRRs) and the Ba2(cr)/NP(cr) long-term
and short-term Counterparty Risk Assessments (CR Assessments).

Concurrently, Moody's affirmed OJSC XALQ BANK's (XALQ BANK) B1
long-term local and foreign currency bank deposit ratings and
changed the outlook on these ratings to positive from stable. At
the same time, Moody's affirmed the bank's b2 BCA and Adjusted BCA,
NP short-term local and foreign currency bank deposit ratings, the
bank's Ba3/NP long-term and short-term local and foreign currency
CRRs and the Ba3(cr)/NP(cr) long-term and short-term CR
Assessments.

RATINGS RATIONALE

-- IBA

Moody's affirmed IBA's BCA and Adjusted BCA at b1 and its long-term
deposit ratings at Ba3 and changed the outlook on the long-term
deposit ratings to positive from stable.

The affirmation of the bank's BCA and Adjusted BCA at b1 reflects a
sustained track record of improving asset quality and
profitability, the bank's strong capital adequacy and highly liquid
balance sheet with limited asset risk.

The affirmation of the bank's local and foreign currency long-term
bank deposit ratings at Ba3 reflects Moody's assumption of a high
support probability to the bank from the Government of Azerbaijan
(Ba1 stable).

The change to positive from stable in the outlook on the long-term
bank deposit ratings reflects Moody's expectation that IBA's
standalone credit profile, and in particular its asset quality and
profitability, will continue to improve in the next 12-18 months.

IBA's asset quality has been improving in recent years with problem
loans gradually decreasing to 4.6% of gross loans as of the end of
2022 from 7.7% in 2020 supported by improved debt servicing
capacity of large borrowers and write-offs. Moody's expects the
problem loan ratio will decline further and remain below 4% in the
next 12-18 months. Coverage of problem loans by loan loss reserves
remained strong at around 100%.

IBA has consistently reported robust capital metrics and Moody's
expects the bank's tangible common equity (TCE) to risk-weighted
assets (RWA) ratio to remain above 22% in the next 12-18 months
supported by internal capital generation and slower asset growth.

IBA's profitability improved in 2022, supported by stronger net
interest margin (NIM) and trading gain from FX operations, and will
likely improve further in the next 12-18 months amid stronger NIM
and ongoing lending growth. Moody's expects that IBA's return on
tangible assets will increase to around 2.6%-2.8% in the next 12-18
months from around 2% in 2022 and 1.7% in 2021.

Moody's expects the bank's liquidity to remain high in the next
12-18 months. IBA carries a large volume of liquid assets, with a
ratio of liquid banking assets to tangible banking assets at 59% as
of end of June 2023 and has a low reliance on market funds with
customer accounts formed 87.5% of total non-equity funding and were
dominated by corporate deposits.

IBA's Ba3 long-term deposit ratings are based on the bank's BCA of
b1 and incorporate one notch of government support uplift
reflecting Moody's assessment of a high probability of government
support for the bank in the event of need. This assumption is based
on IBA's 96.4% state ownership and its dominant position as the
largest bank in Azerbaijan.

-- OJSC XALQ BANK

Moody's affirmed XALQ BANK's BCA and Adjusted BCA at b2 and its
long-term deposit ratings at B1 and changed the outlook on the
long-term deposit ratings to positive from stable.

The affirmation of the bank's BCA and Adjusted BCA at b2 reflects a
sustained track record of improving asset quality, reducing credit
concentrations and sound capital adequacy. The affirmation of the
long- and short-term CRRs at Ba3/NP and long- and short-term CR
Assessments at Ba3(cr)/NP(cr) follows the affirmation of long- and
short-term deposit ratings at B1/NP.

The change to positive from stable in the outlook on the long-term
bank deposit ratings reflects Moody's expectation that XALQ BANK's
standalone credit profile, and in particular its asset quality and
profitability, will further improve in the next 12-18 months.

Over the past three years the bank has materially decreased the
share of its problem loans and improved provisioning coverage
thanks to partial repayments and write-offs of its legacy corporate
portfolio. As a result, the problem loan ratio has declined to 4.4%
as of year-end 2022 from 12.8% at the end of 2020. Meanwhile, the
problem coverage ratio improved to 102% at the end of 2022 from 55%
two year earlier. Moody's expects XALQ BANK's problem loan ratio
will not exceed 4%-5% by the end of 2024.

In the rating agency's view, the current loan portfolio is of
better credit quality than 2-3 years ago thanks to lower credit
concentrations and lower exposure to foreign currency denominated
loans. The share of the twenty largest borrowers decreased to 213%
of Tier 1 equity at the end of 2022 from 341% at the end of 2019.
Concurrently, the share of foreign currency loans fell to 44% of
total as of Q3 2023 from 76% at the end of 2019.

Robust capital adequacy remains one of XALQ BANK's key credit
strengths, providing a buffer against asset-quality weakness. As of
year-end 2022 the bank reported TCE/RWA ratio at 18.9%. Moody's
expects a moderate expansion of the bank's loan book in the next
12-18 months amid modest economic growth expected at 1-2% in
2023-2024. In rating agency's view XALQ BANK's TCE/RWA ratio will
not fall below 17% in the next 12-18 months.

In 2022, XALQ BANK reported net income of AZN29 million, which
translated into modest return on tangible assets of 1.1%, at par
with 2021 results. Meanwhile, the bank's net interest margin (NIM)
improved to 4.0% in 2022 from 3.3% in 2021. As the bank resumes
lending growth, the rating agency expect its NIM to widen,
supporting already-historically strong financial results. Moody's
expects the bank's return on tangible assets to strengthen to
1.5-1.7% in the next 12-18 months amid stronger NIM and modest
credit costs.

The funding profile of the bank has remained broadly unchanged over
recent years with customer accounts amounting to 87% of liabilities
as of year-end 2022. Customer deposits concentration has somewhat
improved but remains very high with the 17 largest depositors
accounting for 68% of total deposits at the end of 2022. Such
concentration risks are mitigated by a stable customer base and
well-established relationships with the largest customers. The
share of foreign currency deposits fell to 68% of total as of
year-end 2022 from 80% as of year-end 2019. The bank's liquidity
cushion at 26% of total assets as of Q3 2023 as per Moody's
estimates provides sufficient cover for immediate liquidity needs
given relatively stable funding base.

XALQ BANK's long-term deposit ratings of B1 are based on the bank's
BCA of b2 and Moody's assessment of a moderate probability of
government support for the bank in the event of need, reflecting
its remarkable market shares by loans and deposits at 8.3% and
6.4%, respectively, as of mid-2023. This support provides one notch
of rating uplift to XALQ BANK's long-term deposit ratings.

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

Further strengthening of IBA's lending business, leading to
improvement in its profitability along with a strengthening of
asset-quality, could lead to an upgrade of the bank's BCA and
deposit ratings. The rating outlook could be changed to stable if
there were signs of erosion of the bank's financial fundamentals,
such as asset quality and profitability, which are not currently
expected.

Sustained improvements in XALQ BANK's profitability, single-name
credit concentrations, and de-dollarisation of its loan portfolio,
coupled with the maintenance of strong capital and liquidity
levels, would exert upward pressure on the bank's BCA and deposit
ratings. The outlook on XALQ BANK's long-term bank deposit ratings
could be changed to stable if the bank fails to improve recurring
revenues or contain credit risk stemming from high concentrations.
Concurrently, IBA and XALQ BANK's deposit ratings could be
downgraded, if the Government of Azerbaijan appeared less likely to
continue its support to the banks, which is not currently
anticipated.

PRINCIPAL METHODOLOGY

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



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

THYSSENKRUPP AG: Moody's Affirms 'Ba3' CFR, Alters Outlook to Pos.
------------------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 long term corporate
family rating of thyssenkrupp AG (tk); its Ba3-PD probability of
default rating; the (P)Ba3 rating of its senior unsecured MTN debt
issuance programme; as well as the Ba3 ratings of the senior
unsecured notes. Moody's also affirmed its not-prime (NP)
commercial paper rating and (P)NP other short term rating. The
outlook has been changed to positive from stable.

"The change of tk's outlook to positive recognises the ongoing
discipline in the company's capital allocation with further
evidence of an operational turnaround", says Martin Fujerik,
Moody's lead analyst for tk. "The rating action does not factor in
a conclusion of a sale or a partnership that tk has been seeking
for its Steel Europe and Marine Systems segments for a few years
now, which is an event risk. The uncertainties about the future
operational setup and capital structure remain a key credit
challenge", adds Mr. Fujerik.

RATINGS RATIONALE

The rating action recognises tk performing somewhat ahead of
Moody's expectations in its financial year ending September 2023
(FY22/23). The company's earnings and margins declined from the
record levels in FY21/22 slightly less than the agency had
forecast. Benefits from tk's sizeable restructuring program it
launched in 2019 and has largely concluded by now supported its
performance in a challenging operational environment with slower
growth, lower steel prices and still-high cost inflation.

tk has recently started a new ambitious performance improvement
program (APEX) focusing on various efficiency and productivity
measures across the organization, targeting an EBIT uplift of up to
EUR2 billion. Although Moody's does not forecast an increase in
tk's EBITDA (as adjusted by the agency) in FY23/24 with
decelerating global GDP growth in 2024, a successful program
delivery could accelerate a meaningful earnings and margin
expansion towards the company's ambition of 4-6% EBIT margin in
FY24/25 (as adjusted by tk, up from 1.9% in FY22/23). A low
profitability of some of its businesses has been one of tk's key
rating constraints and further evidence of a structural improvement
in the margins over the next 12-18 months will support a rating
upgrade.

The action also recognizes the company returning to positive
Moody's-adjusted free cash flow (FCF) in FY22/23 for the first time
in more than 15 years – also somewhat ahead of the agency's
expectations – despite a restoration of modest common dividends
and capital spending well exceeding depreciation levels. tk
maintaining a good momentum in cash generation with it at least not
returning to meaningful negative Moody's-adjusted FCF even with the
ongoing sizeable growth investments over the next 12-18 months is
another critical consideration for an upgrade.

Furthermore, tk has remained disciplined in capital allocation,
having refrained from excessive shareholder remuneration or
transformational M&A after the sale of its elevator business in
FY19/20. Over the past five financial years, tk almost halved its
Moody's-adjusted debt to around EUR8.8 billion at the end of
FY22/23, roughly 60% of which represented its pension liability
that Moody's views as debt-like. In FY22/23 alone, it reduced
almost EUR1.0 billion of its reported gross debt, while still
operating with substantial cash balances well exceeding its
reported debt.

tk faces large debt maturities in the coming two financial years
– around EUR1.6 billion in FY23/24 and around EUR0.6 billion in
FY24/25 – and although it may refinance some or all of its
maturing debt, Moody's considers it likely that the company's gross
debt quantum will continue to decline over the next 12-18 months.
This would help reduce its Moody's-adjusted gross leverage further
down from 4.8x in FY22/23, with its adjusted net leverage remaining
at a low level of around 1.0x (0.8x in FY22/23).

The uncertainties about tk's future operational setup and capital
structure remain a key credit challenge weighing on its ratings.
The company has been looking for a sale or partnerships for its
Steel Europe and Marine Systems segments for a few years now and
talks are ongoing. The rating action does not factor in any
transactions related to this matter, which is an event risk.

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

Moody's could upgrade tk's CFR, if the company continued to apply
conservative financial policies leading to Moody's-adjusted gross
debt/EBITDA below 4.5x and Moody's-adjusted retained cash flow
(RCF)/net debt above 40% on a sustained basis. Further evidence of
a structural improvement in the company's Moody's-adjusted EBITA
margin towards mid-single digit in % terms (2.7% in FY22/23)
without a return to meaningful negative Moody's-adjusted FCF would
also support an upgrade.

Conversely, Moody's could downgrade the company's CFR, if tk's
Moody's-adjusted gross debt/EBITDA sustainably exceeded 5.0x. The
agency would tolerate a higher gross leverage in a cyclical
downturn if mitigated by excess cash. A sustained reduction in the
company's margins or a return to a sustained meaningful negative
Moody's-adjusted FCF with substantial weakening of its liquidity
could also trigger a downgrade.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Manufacturing
published in September 2021.

COMPANY PROFILE

Headquartered in Essen, Germany, tk is a diversified industrial
conglomerate operating in almost 50 countries, with revenue of
around EUR38 billion in FY22/23.



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I R E L A N D
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JUBILEE CLO 2015-XVI: S&P Affirms 'B-(sf)' Rating on Class F Notes
------------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Jubilee CLO
2015-XVI DAC's class B1-R and B2-R notes to 'AAA (sf)' from 'AA+
(sf)'. At the same time, S&P raised to 'AAA (sf)' from 'AA (sf)'
its rating on the class C-R notes, to 'AA (sf)' from 'A (sf)' its
rating on the class D-R notes, and to 'BBB- (sf)' from 'BB+ (sf)'
our rating on the class E-R notes. S&P affirmed its 'AAA (sf)'
ratings on the class A1-R and A2-R notes, and its 'B- (sf)' rating
on the class F notes.

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

S&P's ratings address timely payment of interest and ultimate
principal on the class A1-R, A2-R, B1-R, and B2-R notes and
ultimate payment of interest and principal on the class C-R, D-R,
E-R, and F notes.

Since S&P reviewed the transaction in 2022:

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

-- The portfolio has become less diversified since the CLO began
its amortization phase (number of performing obligors has decreased
to 76 from 113).

-- The portfolio's weighted-average life has decreased to 2.38
years from 2.99 years.

-- The percentage of 'CCC' rated assets has increased to 7.32%
from 4.56%, mainly due to increased pool concentration.

-- Despite a more concentrated portfolio and a slight
deterioration in credit quality, the scenario default rates (SDRs)
have decreased for all rating scenarios, mainly due to the
reduction in the weighted-average life of the portfolio to 2.38
years from 2.99 years.

  Portfolio benchmarks
                                           CURRENT     PREVIOUS

  SPWARF                                   3,003.74    2,887.33

  Default rate dispersion (%)                786.76      670.14

  Weighted-average life (years)                2.38        2.99

  Obligor diversity measure                   50.23       76.93

  Industry diversity measure                  14.59       18.24

  Regional diversity measure                   1.21        1.21

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

On the cash flow side:

-- The reinvestment period for the transaction ended in December
2019. The class A notes (A1-R and A2-R) deleveraged by EUR198.35
million since then.

-- No class of notes is deferring interest.

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

  Transaction key metrics
                                           CURRENT     PREVIOUS

  Total collateral amount (mil. EUR)*       189.80      313.21

  Defaulted assets (mil. EUR)                 3.15        0.20

  Number of performing obligors                 76         113

  Portfolio weighted-average rating              B           B

  'CCC' assets (%)                            7.32        4.56

  'AAA' SDR (%)                              56.47       56.78

  'AAA' WARR (%)                             36.88       37.22

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


  Credit enhancement
                              CURRENT (%)
                             (BASED ON THE
             CURRENT          OCTOBER 2023
  CLASS  AMOUNT (EUR)     TRUSTEE REPORT)    PREVIOUS (%)

  A1-R       30,952,369          83.33             51.50      

  A2-R          687,830          83.33             51.50

  B1-R       19,000,000          53.83             33.62

  B2-R       37,000,000          53.83             33.62

  C-R        25,000,000          40.65             25.64

  D-R        20,000,000          30.12             19.25

  E-R        25,600,000          16.63             11.08

  F          13,000,000           9.78              6.93

  Sub               N/A            N/A               N/A

Credit enhancement = [Performing balance + cash balance + recovery
on defaulted obligations (if any) – tranche balance (including
tranche balance of all senior tranches)]/ [Performing balance +
cash balance + recovery on defaulted obligations (if any)].
N/A--Not applicable.

S&P said, "In our view, the portfolio is diversified across
obligors, industries, and asset characteristics. Nevertheless, due
to the CLO amortizing, it has become more concentrated since our
previous analysis. The aggregate exposure to the top 10 obligors is
now 32.40%. Hence, we have performed an additional scenario
analysis by applying a spread and recovery compression analysis. At
the same time, almost 34% of the assets pay semiannually. The CLO
has a smoothing account that helps to mitigate any frequency timing
mismatch risks.

"Based on the improved SDRs and continued deleveraging of the
senior notes--which has increased available credit enhancement--we
raised our ratings on the class B1-R, B2-R, C-R, D-R, and E-R
notes, as the available credit enhancement is now commensurate with
higher levels of stress.

"At the same time, we affirmed our ratings on the class A1-R, A2-R,
and F notes.

"The cash flow analysis indicated higher ratings than those
currently assigned for the class D-R and E-R notes (without the
abovementioned additional sensitivity analysis). However, the
rating actions address concentration risk and the effect this may
have on the weighted-average spread and recovery generated on the
portfolio. We also considered the portion of senior notes
outstanding, the current macroeconomic environment and these
classes' seniority. Considering all of these factors, we raised our
ratings on the class D-R notes by three notches, and E-R notes by
one notch.

"Following our analysis, we consider that the class F notes'
available credit enhancement is commensurate with a 'B- (sf)'
rating. We therefore affirmed our rating.

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

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


RYE HARBOUR CLO: Moody's Affirms B3 Rating on EUR11MM F-R Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Rye Harbour CLO, Designated Activity Company:

EUR10,000,000 Class C-1R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa1 (sf); previously on Mar 23, 2023
Upgraded to Aa3 (sf)

EUR12,750,000 Class C-2R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa1 (sf); previously on Mar 23, 2023
Upgraded to Aa3 (sf)

EUR19,225,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A2 (sf); previously on Mar 23, 2023
Affirmed Baa1 (sf)

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

EUR186,750,000 (Current outstanding amount EUR100,591,509) Class
A-1R Senior Secured Floating Rate Notes due 2031, Affirmed Aaa
(sf); previously on Mar 23, 2023 Affirmed Aaa (sf)

EUR25,000,000 (Current outstanding amount EUR13,466,065) Class
A-2R Senior Secured Fixed Rate Notes due 2031, Affirmed Aaa (sf);
previously on Mar 23, 2023 Affirmed Aaa (sf)

EUR15,000,000 Class B-1R Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Mar 23, 2023 Affirmed Aaa
(sf)

EUR20,000,000 Class B-2R Senior Secured Fixed/Floating Rate Notes
due 2031, Affirmed Aaa (sf); previously on Mar 23, 2023 Affirmed
Aaa (sf)

EUR23,400,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Mar 23, 2023
Affirmed Ba2 (sf)

EUR11,000,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B3 (sf); previously on Mar 23, 2023
Downgraded to B3 (sf)

Rye Harbour CLO, Designated Activity Company, originally issued in
January 2015 and refinanced in April 2017, is a collateralised loan
obligation (CLO) backed by a portfolio of mostly high-yield senior
secured European loans. The portfolio is managed by Bain Capital
Credit, Ltd. The transaction's reinvestment period ended in April
2022.

RATINGS RATIONALE

The upgrades on the ratings on the Class C-1R and C-2R and D-R
notes are primarily a result of the significant deleveraging of the
senior notes following amortisation of the underlying portfolio
since the last rating action in March 2023.

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

The Class A-1R and Class A-2R notes have paid down by approximately
EUR97.7 million (46.1%) since closing. As a result of the
deleveraging, over-collateralisation (OC) has increased across the
capital structure. According to the trustee report dated November
2023 [1] the Class A/B, Class C, Class D, Class E and Class F OC
ratios are reported at 160.60%, 139.33%, 125.31%, 111.64% and
106.19% compared to February 2023 [2] levels of 139.27%, 127.31%,
118.70%, 109.66% and 105.88% respectively.

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: EUR233.09m

Defaulted Securities: EUR9.51m

Diversity Score: 47

Weighted Average Rating Factor (WARF): 2862

Weighted Average Life (WAL): 2.96 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.70%

Weighted Average Coupon (WAC): 4.68%

Weighted Average Recovery Rate (WARR): 43.29%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

-- Portfolio amortisation: 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.

VOYA EURO I: Moody's Affirms B1 Rating on EUR9.8MM Class F Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Voya Euro CLO I Designated Activity Company:

EUR23,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Aa3 (sf); previously on Aug 24, 2022
Affirmed A1 (sf)

EUR18,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to A3 (sf); previously on Aug 24, 2022
Affirmed Baa1 (sf)

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

EUR203,000,000 (Current outstanding amount EUR172,049,093) Class A
Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on Aug 24, 2022 Affirmed Aaa (sf)

EUR36,000,000 Class B-1 Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Aug 24, 2022 Upgraded to Aaa
(sf)

EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2030,
Affirmed Aaa (sf); previously on Aug 24, 2022 Upgraded to Aaa (sf)

EUR19,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Aug 24, 2022
Affirmed Ba2 (sf)

EUR9,800,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2030, Affirmed B1 (sf); previously on Aug 24, 2022 Affirmed B1
(sf)

Voya Euro CLO I Designated Activity Company, issued in May 2018 is
a collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Voya Alternative Asset Management LLC. The transaction's
reinvestment period ended in April 2022.

RATINGS RATIONALE

The rating upgrades on the Class C and D notes are primarily a
result of deleveraging of the Class A notes following amortisation
of the underlying portfolio since the last rating action in August
2022 and 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 Classes A, B-1, B-2, 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 Class A notes have paid down by approximately EUR30.9 million
(17.9%) in the last 12 months. As a result of the deleveraging,
over-collateralisation (OC) has increased across the capital
structure. According to the trustee report dated November 2023 [1]
the Class A/B, Class C, Class D, Class E and Class F OC ratios are
reported at 142.3%, 129.0%, 119.9%, 111.7% and 108.0% compared to
November 2022 [2] levels of 137.1%, 125.7%, 117.8%, 110.5% and
107.2% respectively.

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 lower shorter amortisation profile and
higher spread levels than it had assumed at the last rating action
in August 2022.

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: EUR315.97m

Defaulted Securities: EUR3.03m

Diversity Score: 59

Weighted Average Rating Factor (WARF): 2910

Weighted Average Life (WAL): 3.59 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.70%

Weighted Average Coupon (WAC): 4.10%

Weighted Average Recovery Rate (WARR): 44.75%

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 provider,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance methodology" published in October 2023.
Moody's concluded the ratings of the notes are not constrained by
these risks.

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

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

Additional uncertainty about performance is due to the following:

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

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

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



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

MERCON COFFEE: Files for Chapter 11 Bankruptcy
----------------------------------------------
Green coffee supplier Mercon Coffee Corp. and its affiliates filed
for Chapter 11 bankruptcy in New York.

Reuters reports that Netherlands-based Mercon Coffee Group, one of
the world's largest coffee traders, filed for bankruptcy protection

in the U.S. due to what it defined as "exceptionally challenging
operating environment."

According to Reuters, Mercon said in a letter sent to clients that
problems in recent years such as the logistical disruption during
the pandemic, frost and drought in Brazil, price volatility, and
rising interest rates all combined to hurt the company's financial
situation.

In the letter, signed by Mercon's Chief Executive Oscar Sevilla,
the company said lenders have elected "not to extend credit
agreements, resulting in extremely tight working capital
conditions."

Mercon has operations in all the major producing regions including
Brazil, Vietnam and Central America,

Court documents from the U.S. Bankruptcy Court for the Southern
District of New York show Mercon and its affiliates in several
countries have a total debt of $363 million.

The bankruptcy filing lets Mercon keep operating while it pursues
an "orderly sale of its assets," Bloomberg reports.

Rumors of financial problems at the coffee trader, which has sales
operations in Europe, Asia and the United States, circulated among
some market participants in the last hours.

The comments followed news from Nicaragua that the country's
largest coffee exporter, CISA Exportadora, had closed doors. CISA
was a subsidiary of Mercon.

In a statement, Nicaragua's government, according to Reuters, said
it was aware of CISA's suspension of operations and bankruptcy,
which it added was "not just occurring in Nicaragua" and was
"foreign" to the country's current economic situation.

Bloomberg News notes that the company's biggest unsecured creditors
include a Nicaraguan unit of Banco Lafise, Crowdout Capital, London
Forfaiting, and sustainability-focused investment fund &Green, the
company said in its bankruptcy petition.

                     About Mercon Coffee

Mercon Coffee Corp. -- https://www.merconcoffeegroup.com/ -- is a
supplier of green coffee to the international coffee roasting
industry.  Mercon is headquartered in the Netherlands and has
offices around the globe.

Mercon Coffee Corp. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11945) on Dec. 7,
2023.  In the petition filed by CRO Harve Light, the Debtor
reported assets and liabilities between $100 million and $500
million each.

The Debtors are represented by:

     Blaire Cahn, Esq.
     Baker & McKenzie LLP
     999 Ponce de Leon Blvd., Suite 910
     Coral Gables, FL 33134



=============
R O M A N I A
=============

ONIX ASIGURARI: Fitch Affirms & Withdraws 'BB-' IDR
---------------------------------------------------
Fitch Ratings has affirmed and withdrawn ONIX Asigurari S.A.'s
(ONIX) 'BB' Insurer Financial Strength (IFS) Rating and 'BB-'
Issuer Default Rating (IDR) with a Stable Outlook.

The affirmation reflects ONIX's small scale and franchise compared
with larger, more diversified insurers' and its weak
risk-mitigation policies. These weaknesses are offset by its sound
capitalisation and strong financial performance.

Fitch is withdrawing the ratings of ONIX for commercial reasons.
Fitch will no longer provide ratings or analytical coverage for
this entity.

KEY RATING DRIVERS

Weak Company Profile: Fitch assesses ONIX's business profile as
'Least Favourable' compared with larger, more diversified peers'
due to the company's small size and limited product
diversification. In 2022, ONIX had EUR41 million in equity (2021:
EUR37 million) and wrote EUR27 million in gross premiums (GWP;
2021: EUR31 million). Fitch assesses ONIX's business profile as its
key rating weakness.

ONIX is a small Romanian-based non-life insurer that operates
predominantly in Spain and, to a lesser extent, in Italy, Poland,
Portugal, Greece and, since 2022, Romania. It focuses largely on
surety business for medium-sized to large corporations operating
predominantly in the construction and energy industries.

Lack of Reinsurance Protection: ONIX does not make use of
reinsurance protection. Fitch believes that this exposes the
company's capital to large shocks, albeit supporting its strong
profitability. Fitch sees the company's risk mitigants like, for
example, its prudent underwriting policy and the use of
counter-guarantees, as supportive of ONIX's rating.

Adequate Capitalisation, Strong Profitability: ONIX's sound
capitalisation is reflected in an adequate credit
exposure-to-equity ratio of 16% in 2022 (2021: 22%). Its assessment
of ONIX's strong profitability is driven by the company's record of
very profitable underwriting results, due to good underwriting
discipline.

Low Asset Risk: Fitch views ONIX's investment and liquidity risk as
low for the ratings. Exposure to Romanian sovereign debt
(BBB-/Stable) was low at 0.1x shareholders' equity at end-2022
(2021: 0.8x), as the company invested the profits from matured
Romanian bonds into term deposits.

RATING SENSITIVITIES

Not applicable, as the ratings have been withdrawn.

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
   -----------              ------           -----
ONIX Asigurari S.A.   LT IDR BB- Affirmed    BB-
                      LT IDR WD  Withdrawn   BB-
                      LT IFS BB  Affirmed    BB
                      LT IFS WD  Withdrawn   BB



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

BBVA CONSUMER 2018-1: Moody's Cuts Rating on EUR6MM E Notes to B3
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of the Class E
and Class Z Notes in BBVA CONSUMER AUTO 2018-1 FONDO DE
TITULIZACION following the correction of an input error.

Moody's affirmed the ratings of the Notes that had sufficient
credit enhancement to maintain their current ratings.

EUR728M Class A Notes, Affirmed Aa1 (sf); previously on Feb 6,
2023 Affirmed Aa1 (sf)

EUR23.2M Class B Notes, Affirmed Aa1 (sf); previously on Feb 6,
2023 Affirmed Aa1 (sf)

EUR32.8M Class C Notes, Affirmed Aa3 (sf); previously on Feb 6,
2023 Upgraded to Aa3 (sf)

EUR10M Class D Notes, Affirmed Baa2 (sf); previously on Feb 6,
2023 Upgraded to Baa2 (sf)

EUR6M Class E Notes, Downgraded to B3 (sf); previously on Feb 6,
2023 Upgraded to B1 (sf)

EUR4M Class Z Notes, Downgraded to Caa1 (sf); previously on Feb 6,
2023 Upgraded to B2 (sf)

Maximum achievable rating is Aa1 (sf) for structured finance
transactions in Spain, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

The rating action is prompted by the correction of an input error
in the case of the Class E and Z Notes.

Correction of a model input error

The rating action takes into account the correction of an input
error in the cash flow model for BBVA CONSUMER AUTO 2018-1 FONDO DE
TITULIZACION. In the previous rating action, the outstanding
balance of loans classified as "doubtful", which had already been
provisioned, was incorrectly included in the modelled pool balance.
This resulted in incorrectly modelling some overcollateralization
while there was none. The correction of this error had a negative
impact on the Class E and Class Z Notes which did not benefit from
deleveraging in the period.

The Class E Notes are collateralized, pay sequentially to the Class
D Notes amortization and rank junior to reserve fund replenishment
in the priority of payments. The Class Z Notes are not
collateralized and have been repaid from excess spread and reserve
fund releases down to the current EUR1 million balance. Moody's do
not expect any further amortization until a 10% pool factor is
reached at which point the class may amortise from excess spread
available at the bottom of priority of payments. The reserve fund
of EUR1 million will be reduced to zero and will be part of
available funds when the Class C Notes are fully repaid.

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
November 2023.

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement, (3) improvements in the credit quality of the
transaction counterparties, and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the Notes' available credit enhancement, and
(4) deterioration in the credit quality of the transaction
counterparties.



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

FIBABANKA ANONIM: Fitch Alters Outlook on B- LongTerm IDR to Stable
-------------------------------------------------------------------
Fitch Ratings has revised the Outlooks on Fibabanka Anonim
Sirketi's (Fiba) Long-Term Foreign-Currency (LTFC) and Long-Term
Local-Currency (LTLC) Issuer Default Ratings (IDRs) to Stable from
Negative, and affirmed the IDRs at 'B-'. Fitch has also affirmed
the bank's Viability Rating (VR) at 'b-'.

The revision of the Outlooks reflects Fitch's view that risks to
the bank's credit profile should be manageable given its level of
capital, profitability and liquidity buffers. Fitch also considers
short-term operating environment risks to have partly abated, given
Turkiye's return to a more conventional and consistent policy mix.
However, risks remain due to still challenging market conditions
and expected pressures on asset quality amid rising interest rates
and slowing growth environment.

KEY RATING DRIVERS

Standalone Creditworthiness Drives Ratings: Fiba's IDRs are driven
by its standalone creditworthiness, as captured by its VR. The
ratings reflect its exposure to the challenging Turkish operating
environment, above sector average profitability, limited franchise,
albeit supported by the expansion of digital banking operations,
improved asset quality, only adequate capitalisation and
refinancing risks. The bank's 'B' Short-Term IDRs are the only
option mapping to LT IDRs in the 'B' category.

Operating Environment Pressures Recede: Fiba's operations are
concentrated in the challenging Turkish operating environment. The
shift towards normalisation of the monetary policy has reduced
near-term macro-financial stability risks and decreased external
financing pressures. Banks remain exposed to high inflation, lira
depreciation, slowing growth expectations, and multiple
macroprudential regulations, despite recent simplification
efforts.

Small Franchise, Digital Focus: Fiba has a small franchise
(end-9M23: 0.5% of sector assets) and limited pricing power.
Nevertheless, the bank has reached 5.2 million customers,
reflecting the success of its digital banking channels and notably,
its partnerships with well-known retailers across Turkiye, where it
provides instant loans via its application-based channel for the
purchase of goods

Deleveraging FC Loan Book: The bank has significantly reduced its
FC loan book and as a result, Fiba's FC loans (20% of loans) were
significantly below the sector average at end-9M23. Business loans
are concentrated in the wholesale and retail trade sector
(end-9M23: 24% of business loans), but these are diversified by
sub-sectors. A high and growing share of unsecured retail loans
(24% of gross loans) creates credit risks amid rising rates and
slower GDP growth, although the loans are granular, fixed-rate and
in lira.

Asset Quality Risks: Fiba's Stage 3 loans ratio continued to
improve to 1.1% at end-9M23 (sector average: 1.5%), reflecting
strong collections, nominal loan growth in the inflationary
environment and NPL sales. Stage 2 loans were a moderate 9% of
total loans, of which 84% were restructured and only 9% were
overdue less than 90 days. Non-performing loans (NPL) are 79%
covered by specific reserves, while average Stage 2 reserves
coverage was 11%.

Credit risks remain, given macro uncertainty and exposure to risky
segments and unsecured retail lending. Recent loan origination has
mainly been short term and in lira, mitigating risks to some
extent.

Profitability Boosted by Fees, Trading: Fiba's operating
profitability rose significantly in 9M23 (to 9.2% of risk-weighted
assets; RWAs), boosted by significant trading gains
(customer-driven FX transactions and derivatives) and fee income
growth, despite slightly negative net interest income due to
macroprudential regulations. Fitch expects profitability to weaken
moderately in 2024, amid slower GDP growth and continued pressure
on lira deposit costs. It also remains sensitive to asset-quality
risks and potential macro and regulatory developments.

Capitalisation Only Adequate: Fiba's common equity Tier 1 (CET1)
ratio strengthened to 12.0% at end-9M23 (11.4% excluding
forbearance) reflecting relative lira stability and still-strong
internal capital generation. The total capital ratio (end-9M23:
21.1% or 20.1% excluding forbearance) includes USD238 million of
subordinated debt (maturity in 2027), which provides a hedge
against lira depreciation. Capitalisation is supported by strong
reserves coverage of NPLs and free provisions (equal to 3% of
RWAs), but is sensitive to the macro outlook, lira depreciation,
asset quality weakening and growth.

Adequate FX Liquidity; Refinancing Risks: Customer deposits
(end-9M23: 67% of total funding) are granular, but a high 34% are
in FC (sector: 41%) and FX-protected deposits (28%) create FC
liquidity risks. FC wholesale funding exposure (21%) remains high,
increasing refinancing risks, given the bank's exposure to investor
sentiment amid market volatility.

FC liquidity (USD1 billion), largely comprising FX swaps with the
Central Bank of Turkiye, access to which could become uncertain in
stressed market conditions, cash and placements at foreign banks,
was sufficient to cover short-term debt for up to one year and a
significant portion of FC deposits at end-9M23. FC liquidity could
come under pressure in the event of sector-wide deposit
instability.

RATING SENSITIVITIES

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

Fiba's IDRs are mainly sensitive to a downgrade of the bank's VR or
to an increase in government intervention risk in the banking
sector, which caps most Turkish banks' LTFC IDRs at 'B-'.

The VR could be downgraded due to deterioration in the operating
environment, particularly if it leads to an erosion in the bank's
capital buffer, or in its FC liquidity buffer, for example, due to
potential sector-wide FC-deposit instability. The VR is also
potentially sensitive to a sovereign downgrade.

The Short-Term IDRs are sensitive to changes in the bank's LT
IDRs.

The National Rating is sensitive to an adverse change in the bank's
LC creditworthiness relative to that of other Turkish issuers.

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

An upgrade of Fiba's ratings would require an improvement in the
operating environment, coupled with a strengthening of the capital
buffers and a record of sustained liquidity buffers, and stable
earnings performance.

An upgrade of the bank's LTLC IDR and National Rating would require
a clear and sustainable record of the bank maintaining a qualifying
junior debt (QJD) buffer above 10% of its RWAs.

The National Rating is sensitive to positive changes in Fibabanka's
LTLC IDR and its creditworthiness in local currency relative to
other Turkish issuers.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Fiba's subordinated notes' rating is notched down twice from the VR
anchor rating for loss severity, reflecting its expectation of poor
recoveries in case of default, and its view that the bank's QJD
buffer is unlikely to remain clearly and sustainably above 10% of
RWAs.

The bank's 'no support' Government Support Rating (GSR) reflects
Fitch's view that support from the Turkish authorities cannot be
relied upon, given the bank's small size and limited systemic
importance. In addition, support from Fibabanka's shareholders,
while possible, cannot be relied upon.

An upgrade of the 'ns' GSR is unlikely, given Fiba's limited
systemic importance and franchise

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

Fiba's subordinated debt rating is sensitive to any change in its
VR anchor rating. It is also sensitive to an increase in the size
of the bank's QJD buffer. An increase in this buffer to above 10%
of RWAs on a sustained basis would likely result in a narrowing of
the notching to one notch from the VR reflecting reduced loss
severity.

VR ADJUSTMENTS

The operating environment score of 'b-' for Turkish banks is lower
than the category implied score of 'bb', due to the following
adjustment reasons: sovereign rating (negative) and macroeconomic
stability (negative). The latter adjustment reflects heightened
market volatility, high dollarisation and high risk of FX movements
in Turkiye.

ESG CONSIDERATIONS

Fiba's ESG Relevance Score for Management and Strategy of '4'
reflects an increased regulatory burden on all Turkish banks.
Managements' ability across the sector to determine their own
strategy and price risk is constrained by increased regulatory
interventions and also by the operational challenges of
implementing regulations at the bank level. This has a moderately
negative impact on the credit profile and is relevant to the rating
in combination 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   Prior
   -----------                ------         --------   -----
Fibabanka
Anonim Sirketi   LT IDR        B-     Affirmed          B-
                 ST IDR        B      Affirmed          B
                 LC LT IDR     B-     Affirmed          B-
                 LC ST IDR     B      Affirmed          B
                 Natl LT       A-(tur)Affirmed          A-(tur)
                 Viability     b-     Affirmed          b-
                 Gov’t Support ns     Affirmed          ns

   Subordinated  LT            CCC    Affirmed   RR6    CCC

KEW SODA: S&P Upgrades ICR to 'BB-', Outlook Positive
-----------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on Kew
Soda Ltd., and its issue rating to the $980 million senior secured
notes due 2028 issued by WE Soda Investments Holding PLC (We Soda),
to 'BB-' from 'B+'.

The positive outlook mirrors that on the sovereign rating on
Turkiye, to the extent that a positive rating action on the
sovereign would lead to a higher T&C assessment.

The upgrade follows the same action on the unsolicited T&C
assessment on the sovereign. On Nov. 30, 2023, S&P Global Ratings
revised to positive from stable the outlook on its 'B' unsolicited
long-term sovereign credit ratings on Turkiye. S&P said, "At the
same time, we raised our unsolicited T&C assessment to 'B+' from
'B', signifying the risk that the sovereign might prevent private
sector debtors from servicing foreign currency-denominated debt is
abating. We assess Kew Soda's SACP at 'bb'. While it passes our
sovereign stress test, indicating our expectation that the entity
could withstand a stress scenario likely to accompany a sovereign
default, we cap the rating at one notch above the T&C assessment on
Turkiye ('B+'). This is because--despite being an exporter--all the
company's physical assets are in Turkiye, which exposes it to
domestic risks that are beyond its control. Kew Soda passes our
stress test because of its export-oriented business (about 80% of
total revenue in 2022), corresponding to virtually all its earnings
being in hard currency, and sizable cash holdings in U.K.
accounts."

Kew Soda's projected credit metrics provide the company with a
sufficient cushion for the current rating, given market conditions
remain uncertain. S&P said, "We expect earnings to decline in
second-half 2023 and into 2024, due to weak macroeconomic
conditions. The company's earnings demonstrated resilience in the
first half, bolstered by continued strong demand and robust
pricing. Reported revenue increased 17% compared with first-half
2022 to about $904 million, and company adjusted EBITDA was $466
million. Even so, we expect revenue to decline in the remainder of
2023 and in 2024, and margins to erode. This is due to our
expectation of subdued demand in key end markets--such as
construction, auto, and chemicals--leading to lower prices. We
expect sales volumes to be broadly stable given the company's
position at the low end of the cost curve. This means that swings
in end-market demand are unlikely to affect WE Soda's sales volumes
since they will price out marginal suppliers first. Accordingly, we
forecast S&P Global Ratings-adjusted EBITDA of about $740 million
in 2023 (including nonrecurring costs of about $10 million) and
$600 million-$630 million in 2024. As a result, we forecast
adjusted debt to EBITDA will be broadly stable at 2.2x in 2023,
which is strong for the rating. We expect credit metrics to weaken
in 2024, with adjusted-leverage at 2.6x-2.8x, still within the
2.0x-3.0x range we view as commensurate with the 'bb' SACP. We
calculate leverage on a gross debt basis, which we project at about
$1.55 billion in 2023, and we adjust for items such as leases,
asset retirement obligations, net pension liabilities, and the
drawn portion of committed receivable financing facilities."

S&P said, "We expect the company to distribute free operating cash
flow (FOCF) after growth opportunities without jeopardizing the
rating. Specifically, we factor in distributions to shareholders of
about $500 million in 2023 reducing to about $250 million-$300
million in 2024. This is lower than our previous expectations of
about $400 million, in line with our forecast of lower EBITDA in
2024. We note the company's target of maintaining net leverage (as
defined by management) at 1.5x-2.5x and understand that dividend
distributions are flexible. In conjunction with good visibility of
earnings and soda ash prices, this allows the company to reduce
payouts, if needed."

The positive outlook mirrors that on the sovereign rating on
Turkiye, to the extent that a positive rating action on the
sovereign would lead to a higher T&C assessment. Although the group
has passed S&P's stress test for a foreign currency sovereign
default, the long-term issuer credit rating is capped at one notch
above the T&C assessment on Turkiye (B+). This is because virtually
all the group's physical assets are in the country, and its
operations can be significantly affected by decisions beyond its
control.

S&P said, "We expect that, on a stand-alone basis, WE Soda will
maintain credit ratios that are strong for the rating. In our
base-case scenario, we anticipate S&P Global Ratings-adjusted debt
to EBITDA of about 2.2x in 2023, which we view as healthy given the
2.0x-3.0x adjusted leverage range we consider commensurate with the
'bb' SACP. We expect adjusted debt to EBITDA to increase to
2.6x-2.8x in 2024 due to lower soda ash prices. We also consider
FOCF to debt, which we expect to decrease to 26%-27% in 2023 and
15%-19% in 2024, from about 39% in 2022, due to increasing capital
allocation toward growth initiatives. However, we anticipate it
will remain within the 15%-25% we view as commensurate with the
SACP. We expect management will support credit metrics at these
levels, given its commitment to maintaining reported net debt to
EBITDA (as calculated by management) at 1.5x-2.5x.

"We could revise our outlook to stable if we take the same action
on the foreign currency sovereign rating on Turkey, or if WE Soda's
export revenue and liquidity position in offshore accounts
deteriorate, so that it no longer passes our T&C stress test.

"We could also revise down the SACP if we observe a marked
deterioration in its operating performance, such that adjusted debt
to EBITDA exceeds 3.0x and FOCF to debt declines below 15% without
clear prospects of recovery. This could occur if we observe a sharp
and prolonged deterioration in soda ash prices due to a
less-than-supportive market environment.

"We could raise the rating on Kew Soda, all else being equal,
following a positive rating action on Turkiye, if that would lead
to a higher T&C assessment."


ODEA BANK: Fitch Alters Outlook on 'B-' LongTerm IDR to Stable
--------------------------------------------------------------
Fitch Ratings has revised the Outlook on Odea Bank A.S.'s Long-Term
Foreign-Currency (LTFC) and Local-Currency (LTLC) Issuer Default
Ratings (IDRs) to Stable from Negative and affirmed the IDRs at
'B-'. Fitch has also affirmed the bank's Viability Rating (VR) at
'b-'.

The Outlook revision reflects Fitch's view that risks to the bank's
standalone credit profile are manageable, given improved
profitability and sufficient FC liquidity buffers. Near-term
operating environment risks have partly abated following Turkiye's
return to a more conventional and consistent policy mix. However,
risks remain due to still challenging market conditions, including
multiple macroprudential regulations, as well as expected pressures
on asset quality amid the higher lira interest rate and slower
growth environment.

KEY RATING DRIVERS

Standalone Creditworthiness Drives Ratings: Odea's IDRs are driven
by its standalone strength, as reflected in its VR. The VR reflects
the bank's concentration to the challenging Turkish operating
environment, limited franchise, weak but improving asset quality
and tight capitalisation. It also reflects the bank's adequate
funding and liquidity profile and limited refinancing risks.

The 'B' Short-Term IDRs are the only option mapping to LT IDRs in
the 'B' category.

Operating Environment Pressures Recede: Odea's operations are
concentrated to the challenging Turkish operating environment. The
recent shift towards normalisation of the monetary policy has
reduced near-term macro-financial stability risks and decreased
external financing pressures. Banks remain exposed to high
inflation, lira depreciation, slowing growth expectations, and
multiple macroprudential regulations, despite the recent
simplification efforts.

Limited Franchise: Odea is a small Turkish bank with market shares
of sector assets, deposits and loans that were below 1% at
end-3Q23. The bank's operations are concentrated in Turkiye where
it has negligible competitive advantage. Odea functions
independently of its 76% shareholder, Lebanon-based Bank Audi SAL.

Ongoing De-risking: Odea has tightened its underwriting standards
in recent years and deleveraged legacy lumpy exposures. The bank
shrunk its loan book by 5% on an FX adjusted basis in 9M23,
significantly below the sector average (23%). Loans constituted a
moderate 44% of Odea's total assets at end-3Q23. However,
single-obligor and sector concentrations remain high and FC lending
(end-3Q23: 40%), although declining, remains above the sector
average (32%).

Asset Quality Risks: Odea's non-performing loan (NPL) ratio
improved to 3.9% at end-3Q23 (end-2022: 4.6%, end-2021: 7.2%)
supported by limited impaired loans generation, in addition to
collections. Nevertheless, the NPL ratio remains above the sector
average and the Stage 2 loans ratio (23%) is still elevated.
Specific NPL reserve coverage was moderate at 60%, reflecting
reliance on collateral. Credit risks remain high, given still-high
FC lending, concentration risk and exposure to risky segments amid
higher lira interest rates and the slower growth environment.

Non-Interest Income Supported Profitability: Odea's profitability
improved in 9M23, with operating profit/risk-weighted assets (RWA)
increasing to 5.3% at end-3Q23 (end-2022: 2.3%). This was mainly
driven by substantial free provision reversals and fee and trading
income, which offset margin contraction. Fitch expects
profitability to weaken moderately in 2024, amid slower GDP growth
and continued pressure on lira deposit costs. It also remains
sensitive to asset-quality risks and potential macro and regulatory
developments.

Tight Capitalisation: Odea's common equity Tier 1 (CET1) ratio
declined to 8.9% net of forbearance (10.3% including forbearance)
at end-3Q23 from 9.1% at end-2022 (10.5% including forbearance),
driven by lira depreciation and mark-to-market losses despite
improved internal capital generation. The bank's capitalisation is
below sector average and tight, given its sensitivity to lira
depreciation and the small absolute size of the capital base. In
addition, support in the form of capital injections from Odea's
parent Bank Audi SAL cannot be relied on given the financial crisis
in Lebanon.

Limited Wholesale Funding: Odea is mainly customer-deposit funded
(end-3Q23: 87% of non-equity funding). FC wholesale funding (13%)
largely comprises subordinated debt due in 2027 (11%). FC liquidity
(USD240 million), including FX swaps with the Central Bank of the
Republic of Turkiye, access to which could be uncertain during
market stress, was sufficient to cover FC wholesale funding due
within a year and 23% of FC deposits at end-3Q23.

RATING SENSITIVITIES

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

Odea's Long-Term IDRs are sensitive to a downgrade of the bank's VR
or to Fitch's view of an increase in government intervention risk
in the banking sector, which caps most Turkish banks' LTFC IDRs at
'B-'.

The VR could be downgraded due to an erosion in the bank's capital
buffers, for example, due to a significant deterioration of asset
quality, or a weakening of its FC liquidity position due to
sector-wide deposit instability. The VR is also potentially
sensitive to a sovereign downgrade.

The Short-Term IDRs are sensitive to changes in the bank's
Long-Term IDRs.

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

An upgrade of Odea's ratings would require an improvement in the
operating environment, coupled with a strengthening of capital
buffers and further improvement in asset quality metrics.

An upgrade of the bank's LTLC IDR could also result from the bank
maintaining a qualifying junior debt (QJD) buffer sustainably above
10% of RWAs coupled with a decline in unreserved problemed loans
(Stage 3 + Stage 2) and an improvement in capital metrics.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Odea's subordinated notes' rating has been affirmed at 'CCC' with a
Recovery Rating of 'RR6', and is notched down twice from the VR
anchor rating for loss severity, reflecting its expectation of poor
recoveries in case of default, and its view of the QJD buffer in
light of Odea's high unreserved problemed loans and high leverage.

The affirmation of the National Rating at 'BBB(tur)' reflects its
view that Odea's creditworthiness in LC relative to other Turkish
issuers is unchanged.

Odea's Government Support Rating (GSR) of 'no support' (ns)
reflects Fitch's view that support from the Turkish authorities
cannot be relied upon, given the bank's small size and limited
systemic importance. In addition, support from Odea's parent Bank
Audi SAL cannot be relied on given the financial crisis in
Lebanon.

An upgrade of the GSR is unlikely given Odea's limited systemic
importance and franchise.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The subordinated debt rating is sensitive to a change in Odea's VR
anchor rating. The debt rating is also sensitive to a change in
Fitch's assessment of non-performance risk. A decline in unreserved
problem loans and an improvement in the bank's capital would also
likely result in a narrowing of the notching to one notch from the
VR reflecting reduced loss severity provided that the QJD buffers
remain sustainably above 10%.

The National Rating is sensitive to a change in the bank's
creditworthiness in LC relative to that of other Turkish issuers.

VR ADJUSTMENTS

The operating environment score of 'b-' for Turkish banks is lower
than the category implied score of 'bb', due to the following
adjustment reasons: sovereign rating (negative) and macroeconomic
stability (negative).

ESG CONSIDERATIONS

Odea's ESG Relevance Score for Management and Strategy of '4'
reflects an increased regulatory burden on all Turkish banks.
Managements' ability across the sector to determine their own
strategy and price risk is constrained by increased regulatory
interventions and also by the operational challenges of
implementing regulations at the bank level. This has a moderately
negative impact on the credit profile and is relevant to the rating
in combination 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   Prior
   -----------                ------          --------   -----
Odea Bank A.S.   LT IDR        B-      Affirmed          B-
                 ST IDR        B       Affirmed          B
                 LC LT IDR     B-      Affirmed          B-
                 LC ST IDR     B       Affirmed          B
                 Natl LT       BBB(tur)Affirmed          BBB(tur)
                 Viability     b-      Affirmed          b-
                 Gov’t Support ns      Affirmed          ns

   Subordinated  LT            CCC     Affirmed  RR6     CCC



=============
U K R A I N E
=============

UKRAINE: Fitch Affirms 'CC' LongTerm Foreign Currency IDR
---------------------------------------------------------
Fitch Ratings has affirmed Ukraine's Long-Term Foreign-Currency
Issuer Default Rating (IDR) at 'CC'.

Fitch typically does not assign Outlooks to sovereigns with a
rating of 'CCC+' or below.

KEY RATING DRIVERS

Foreign-Currency Debt Restructuring Likely: The affirmation of
Ukraine's Long-Term Foreign-Currency IDR at 'CC' reflects Fitch's
expectation of a further commercial debt restructuring before the
two-year standstill on Eurobond payments expires on 1 September
2024. The authorities plan a single comprehensive debt
restructuring next year, but if agreement on this with commercial
creditors cannot be reached, potentially due to security-related
uncertainty, Fitch would expect an intermediate step of further
deferral of Eurobond payments. Either case would trigger a
distressed debt exchange (DDE) under Fitch's sovereign rating
criteria, as with the Eurobond payment deferral effected in August
2022.

'CCC-' LC IDRs Affirmed: The higher rating for local-currency (LC)
debt reflects its expectation that it will be excluded from next
year's restructuring, partly because only 3% of it is held by
non-residents, compared with 45% held by National Bank of Ukraine
(NBU), limiting any such benefit to Ukraine. In addition, 40% is
held by the domestic banking sector, half of which is state-owned,
the restructuring of which could impair the domestic debt market
and financial sector stability. Nevertheless, the rating reflects
still substantial credit risk on LC debt over a longer horizon,
partly due to uncertainty over financing sources for a potentially
prolonged period of very high fiscal deficits.

Detail of FC Restructuring Unclear: The Group of Creditors for
Ukraine has already agreed to extend the standstill on official
sector repayments to 2027, with final debt treatment once there is
lower macro-uncertainty stemming from the war, within the framework
of Ukraine's four-year USD15.6 billion IMF Extended Fund Facility
(EFF). The Ukrainian authorities have committed to seeking
comparability of treatment with commercial creditors, and burden
sharing is likely to be required by official creditors in light of
their ongoing financial support for the war. Without further
restructuring, external sovereign debt service would rise to a
relatively high USD8.1 billion in 2025, further reinforcing
expectations of a DDE next year.

Protracted War: Fitch anticipates the war will continue throughout
2024 within its current broad parameters. In its view, Ukraine
still has some strategic military advantage, underpinned by strong
resolve and Western military support, but its counteroffensive has
made limited gains so far, and in its central scenario there is
insufficient superiority to decisively deliver objectives.

Fitch also considers there is an absence of politically credible
concessions that could result in a negotiated end to the war,
potentially leading to a very protracted conflict. Over a longer
horizon, Fitch anticipates some form of settlement, but view a
'frozen conflict' as more likely than a sustainable peace deal, at
least for a significant period.

Return to Economic Growth: Fitch forecasts GDP growth of 5.1% in
2023, following a 29.1% contraction in 2022, an upward revision of
1.6pp since its last review in June, on further business adaptation
to war conditions, improved consumer confidence, and agriculture
growth. The number of Ukrainian refugees has been relatively stable
in 2023, at 6.3 million in November, on UN data. Fitch projects
slowing sequential economic recovery towards year-end, and
full-year GDP growth of 3.8% in 2024 and 4.5% in 2025, with upside
risks from abating intensity of the conflict, sizeable return of
migrants, and greater restoration of Black Sea port export
capacity.

Fiscal Deficit to Remain High: Fitch forecasts the general
government deficit increases 1.6pp in 2023 to 17% of GDP (near
23.5% of GDP excluding international grants), on higher full-year
military expenditure, balancing strong revenue growth (including
from a 23% rise in consolidated tax revenue in 10M23). Fitch
projects a deficit of 16.9% of GDP in 2024, as increasing tax-take
is offset by higher social expenditure, with similar levels of
military spending and budget aid, followed by a deficit of 16.3% in
2025. Over a longer period, large reconstruction needs will also
weigh on public finances, with damage to infrastructure alone
estimated at 80-90% of GDP.

Near-Term Financing Adequate: Fitch anticipates 2024 budget aid
support will be only slightly below the USD43 billion estimated for
2023, despite political risks to approval of pledged finance.
Longer-term proposals include a EUR50 billion EU Ukraine Facility
to 2027, and more general official sector funding assurances that
underpin the IMF EFF. IMF conditionality in the first phase of the
programme is light and Fitch sees limited risk it prevents Fund
disbursements next year. The domestic rollover rate of government
debt has recovered to above 100% in 2023, supported by strong
banking sector liquidity due to 20% growth in LC deposits in 9M23,
and changes allowing sovereign debt to contribute to bank reserve
requirements.

Medium-Term Financing Uncertainty, High Debt: Fitch sees greater
financing uncertainty from 2025, partly due to the US electoral
cycle, the potential for greater donor fatigue, residual risks over
EU financing plans, and the possibility that the domestic banking
sector does not further increase its holding of government debt.
Fitch projects general government debt rises to 94.5% of GDP at
end-2024, from 84.1% at end-2023 (and 48.9% at end-2021), well
above the median for 'B'/'C'/'D' rated sovereigns, of 70.7%. Its
projections do not incorporate potential debt stock restructuring
treatment, the parameters of which remain uncertain.

International Reserve Position Strengthens: Fitch projects the
current account deficit steadily widens from 4.1% of GDP in 2023 to
7.1% of GDP in 2025 (from a surplus of 5% in 2022), driven by
recovering imports and ongoing logistical barriers to exports.
International reserves rose USD10.8 billion in the 12 months to
November to USD38.8 billion, supported by large official sector
loans, capital controls, and a lower drain from refugee spending
abroad due to their ongoing economic integration. Fitch forecasts
international reserves end 2025 at five months of current external
payments, from 4.8 months at end-2023, above the current
'B'/'C'/'D' rating group median of three months.

Inflation Falls Sharply: Inflation fell to 5.3% in October, from
12.8% in June, with core inflation of 6.8%, helped by lower food
and energy prices and exchange rate stability. Fitch projects
inflation rises to average 9.1% in 2024-2025, partly due to base
effects, moderately higher wage growth, and ongoing domestic supply
chain disruptions, above the projected median for the 'B'/'C'/'D'
rating category of 5.5%. NBU has cut the policy interest rate to
16% from 25% in June, and introduced an exchange rate policy of
'managed flexibility'. Fitch anticipates continued FX interventions
to support broad hryvnia/US dollar stability in the near term,
alongside relatively gradual capital account liberalisation.

ESG - Governance: Ukraine has an ESG Relevance Score (RS) of '5'
for both political stability and rights and for the rule of law,
institutional and regulatory quality and control of corruption.
These scores reflect the high weight that the World Bank Governance
Indicators (WBGI) have in its proprietary Sovereign Rating Model
(SRM). Ukraine has a low WBGI ranking at the 29th percentile,
reflecting the Russian-Ukrainian conflict, weak institutional
capacity, uneven application of the rule of law and a high level of
corruption.

ESG - Creditor Rights: Ukraine has an ESG Relevance Score of '5'
for creditor rights given Ukraine's 2022 deferral of external debt
payments which Fitch deemed as a distressed debt exchange, and that
another DDE is probable, in its view.

RATING SENSITIVITIES

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

- The Long-Term Foreign-Currency IDR would be downgraded on signs
that a renewed default-like process has begun, for example, a
formal launch of a debt exchange proposal involving a material
reduction in terms and taken to avoid a traditional payment
default.

- The Long-Term LC IDR would be downgraded to 'CC' on increased
signs of a probable default event, for example from severe
liquidity stress and reduced capacity of the government to access
financing, or to 'C' on announcement of restructuring plans that
materially reduce the terms of LC debt to avoid a traditional
payment default.

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

- The Long-Term Foreign-Currency IDR would be upgraded on
de-escalation of conflict with Russia that markedly reduces
vulnerabilities to Ukraine's external finances, fiscal position and
macro-financial stability, reducing the probability of commercial
debt restructuring.

- The Long-Term LC IDR would be upgraded on reduced risk of
liquidity stress, potentially due to more predictable sources of
official financing, greater confidence in the ability of the
domestic market to roll over government debt, and/or lower
expenditure needs.

SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO)

Fitch's proprietary SRM assigns Ukraine a score equivalent to a
rating of 'CCC+' on the LTFC IDR scale. However, in accordance with
its rating criteria, Fitch's sovereign rating committee has not
utilised the SRM and QO to explain the ratings in this instance.
Ratings of 'CCC+' and below are instead guided by Fitch's rating
definitions.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LT FC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within its
criteria that are not fully quantifiable and/or not fully reflected
in the SRM.

COUNTRY CEILING

The Country Ceiling for Ukraine is 'B-'. For sovereigns rated
'CCC+' and below, Fitch assumes a starting point of 'CCC+' for
determining the Country Ceiling. Fitch's Country Ceiling Model
produced a starting point uplift of zero notches. Fitch's rating
committee applied a +1 notch qualitative adjustment to this, under
the Balance of Payments Restrictions pillar, reflecting that
imposition of capital and exchange controls since Russia's invasion
of Ukraine has not prevented some private sector entities from
converting local currency into foreign currency and transferring
the proceeds to non-resident creditors to service debt payments.

Fitch does not assign Country Ceilings below 'CCC+', and only
assigns a Country Ceiling of 'CCC+' in the event that transfer and
convertibility risk has materialised and is affecting the vast
majority of economic sectors and asset classes.

ESG CONSIDERATIONS

Ukraine has an ESG Relevance Score of '5' for political stability
and rights as WBGI have the highest weight in Fitch's SRM and are
highly relevant to the rating and a key rating driver with a high
weight. As Ukraine has a percentile below 50 for the respective
governance indicator, this has a negative impact on the credit
profile. The invasion by Russia and ongoing war severely
compromises political stability and the security outlook.

Ukraine has an ESG Relevance Score of '5' for rule of law,
institutional & regulatory quality and control of corruption as
WBGI have the highest weight in Fitch's SRM and in the case of
Ukraine weaken the business environment, investment and reform
prospects; this is highly relevant to the rating and a key rating
driver with high weight. As Ukraine has a percentile rank below 50
for the respective governance indicators, this has a negative
impact on the credit profile.

Ukraine has an ESG Relevance Score of '4' for human rights and
political freedoms as the voice and accountability pillar of the
WBGI is relevant to the rating and a rating driver. As Ukraine has
a percentile rank below 50 for the respective governance indicator,
this has a negative impact on the credit profile.

Ukraine has an ESG Relevance Score of '5' for creditor rights as
willingness to service and repay debt is relevant to the rating and
is a rating driver for Ukraine, as for all sovereigns. Given
Ukraine's 2022 deferral of external debt payments which Fitch
deemed as a distressed debt exchange, and that another DDE is
probable in its view, this has a negative impact on the credit
profile.

Ukraine has an ESG Relevance Score of '4' for international
relations and trade, reflecting the detrimental impact of the
conflict with Russia on international trade, which is relevant to
the rating and a rating driver with a negative impact on the credit
profile.

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
   -----------                  ------           -----
Ukraine          LT IDR          CC   Affirmed   CC
                 ST IDR          C    Affirmed   C
                 LC LT IDR       CCC- Affirmed   CCC-
                 LC ST IDR       C    Affirmed   C
                 Country Ceiling B-   Affirmed   B-

   senior
   unsecured     LT              CCC- Affirmed   CCC-

   senior
   unsecured     LT              CC   Affirmed   CC



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

AVRO ENERGY: Founder Faces Lawsuit Over Management Fees
-------------------------------------------------------
Luke Barr at The Telegraph reports that the founder of failed
energy supplier Avro is facing a legal battle over millions of
pounds in "management fees" paid out before the company's
collapse.

According to The Telegraph, Jake Brown, a former non-league
footballer, is being sued by liquidators of Avro Energy, which cost
bill payers GBP700 million after falling into administration two
years ago.

It is understood that liquidators are trying to reclaim around GBP4
million in fees paid by Avro to a separate business run by Mr.
Brown and his father, Phillip Brown, The Telegraph discloses.

Both are listed as defendants in the case, court filings show, The
Telegraph notes.

Avro was one of 30 gas and electricity suppliers that failed during
the energy crisis, which plunged millions of customers into
uncertainty and forced the Government to intervene, The Telegraph
states.

The largest provider to fail, Bulb, supplied almost four million
households when it collapsed in November 2021, The Telegraph
recounts.  Avro had more than half a million customers at the time
of its failure.

Mr. Brown told MPs that he was not paid a salary by Avro but rather
"worked for a management company that charged a fee", The Telegraph
relates.

It was later revealed that the management fee peaked at GBP250,000
a month, which was shared among six directors, including Mr. Brown
and his father, The Telegraph notes.

Following its collapse, scrutiny arose over personal loans paid to
Mr. Brown and his father via their web of firms, The Telegraph
relays.

According to The Telegraph, when asked for more detail by MPs, Mr.
Brown said: "I do not think I need to discuss why I would take a
personal loan from a company that is under my control in a public
forum."

Details of his father's involvement in Avro came to light during
the hearing.  Mr. Brown, as cited by The Telegraph, said he served
as a financial director, again despite having no experience in the
energy sector.

"In my view, you should never have been allowed to start an energy
company.  I find it quite offensive that you should have ended up
with so much customers' money," The Telegraph quotes Labour's
Darren Jones, former chair of the Business and Trade Committee, as
saying.


EVERTON: May Enter Administration, Takeover Approval Unlikely
-------------------------------------------------------------
Matt Hughes at MailOnline reports that the Premier League have
indicated to Everton's prospective buyers 777Partners that their
takeover will not be approved before the end of the year raising
fears that the club may enter administration next month.

According to MailOnline, the American private equity firm have
loaned Everton over GBP100 million for operating costs since
agreeing a deal to buy the club from Farhad Moshiri in September,
but have made clear they are not prepared to keep funding them
after the New Year.

777 have based their loans on the proviso that a decision would be
reached before Christmas, but Mail Sport has been told that the
Premier League are still some way from completing due diligence on
their proposed takeover, MailOnline notes.

The complexity of 777's finances and corporate structure, with over
60 companies involved in diverse industries including insurance,
aviation and sport under their control, is understood to be proving
challenging for the Premier League to assess, MailOnline states.

The Premier League's main concern is establishing the source and
sufficiency of 777's funds, although they are also examining
numerous legal cases involving related companies in the United
States, according to MailOnline.

777 claim to control GBP6 billion worth of investment funds and are
planning to use their own assets to buy Everton rather than rely on
borrowing, MailOnline discloses.

With Moshiri having stopped funding the club Everton require an
additional GBP20 million on top of their fixed income each month to
pay staff wages and meet other operating costs, which 777 have been
providing since August, MailOnline relays.

Without 777's funding the club would be trading insolvent and face
being put into administration, which would incur a further
nine-point penalty from the Premier League in addition to the 10
points they have already been docked for breaching spending rules,
MailOnline states.

According to MailOnline, the Premier League would be loathe to take
action that could plunge Everton into administration, but are
equally unwilling to be pressured into a hasty resolution of a
complex issue.

Everton sources insist they remain hopeful the takeover will go
through and that they are working closely with both 777 and the
Premier League, MailOnline notes.

777 said they have not received formal notification from the
Premier League of their timeline for making a decision, MailOnline
relates.


INEOS QUATTRO: Fitch Assigns 'BB+' Rating to Senior Secured Notes
-----------------------------------------------------------------
Fitch Ratings has assigned INEOS Quattro Holdings Limited's
(BB/Negative) EUR1.9 billion-equivalent five-year term loans B
(TLB) - issued by INEOS Quattro Holdings UK Limited and INEOS US
Petrochem LLC - senior secured ratings of 'BB+'. The Recovery
Ratings are 'RR2'.

The TLB, as well as EUR0.9 billion-equivalent other 2029 senior
secured notes that INEOS Quattro has raised, are being used to
partly refinance its existing TLB debt due in January 2026, fund
the Eastman Texas City site acquisition, tender senior secured and
senior notes due 2026 and pay transaction fees and expenses.

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

KEY RATING DRIVERS

Leverage Surge on Market Trough: INEOS Quattro's EBITDA fell
sharply across its four segments in 2023 due to weak demand and
ample supply in its markets. The global chemical sector peaked in
1H22, and troughed in 2023. Fitch now expects INEOS Quattro's
Fitch-defined EBITDA to fall to EUR0.8 billion in 2023 from EUR2.2
billion in 2022, which is well below the company's guidance of
bottom-of-the-cycle EBITDA. Consequently, EBITDA net leverage will
rise to 5.8x in 2023, well above its negative rating sensitivity of
3.7x, from a low 1.9x in 2022.

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

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

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

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

Texas City Acquisition: The announced acquisition of the Texas City
acetyls plant will modestly contribute to EBITDA increase, with
upside from cost savings. This could generate incremental EBITDA
and save the company from building its own capacity, which would
have been costly.

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

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

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

DERIVATION SUMMARY

Olin Corporation (BBB-/Stable) is a vertically-integrated global
manufacturer and distributor of vinyls, chlor alkali, epoxy and
ammunition products. Olin's scale (2022 EBITDA: USD2.4 billion) is
comparable with INEOS Quattro's, while its end-market
diversification is weaker.

Olin's cost position is stronger, supported by its access to
competitively priced natural gas liquids-based ethylene feedstocks.
Fitch expects Olin to maintain lower EBITDA gross leverage than
INEOS Quattro, trending at 1.5x-2.0x over 2023-2027.

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

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

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

KEY ASSUMPTIONS

- Consolidated sales to fall 33% to EUR12.2 billion in 2023, and
5.9% to EUR11.5 billion in 2024. This is followed by growth of 6.9%
to EUR12.3 billion in 2025, 3.5% to EUR12.7 billion in 2026 and 2%
to EUR12.9 billion in 2027

- EBITDA margin to fall to 6.9% in 2023, increase to 9.3% in 2024,
11.5% in 2025, 12.6% in 2026, and 13.4% in 2027

- Effective interest rate on average at 7.1% in 2023-2027

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

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

RATING SENSITIVITIES

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

As the Outlook is Negative Fitch does not expect positive rating
action unless outperformance leads to expectations of a quicker
return of EBITDA net leverage to below 3.7x, which may lead to a
revision of the Outlook to Stable

- EBITDA leverage below 2.7x (net) and below 3.2x (gross) on a
sustained basis

- Record of conservative financial-policy implementation

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

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

- EBITDA leverage above 3.7x (net) and above 4.2x (gross) a
sustained basis

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

- High dividend payments or capex leading to sustained negative
FCF

LIQUIDITY AND DEBT STRUCTURE

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

Large Floating Debt: About 70% of INEOS Quattro's EUR7.2 billion
gross debt has floating rates. Consequently, its interest burden
has significantly increased in 2023. Assuming a proactive
refinancing of 2026 maturities, Fitch expects gross interest
expense to rise to about EUR550 million in 2024-2027. Over 90% of
the company's debt is guaranteed by INEOS Quattro and other
subsidiaries in the group on a senior secured basis. Its EUR500
million unsecured senior notes are guaranteed by INEOS Quattro on a
senior basis and by other subsidiaries in the group on a senior
subordinated basis.

ISSUER PROFILE

INEOS Quattro is a diversified producer of chemical commodities and
intermediates.

SUMMARY OF FINANCIAL ADJUSTMENTS

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

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

ESG CONSIDERATIONS

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

   Entity/Debt             Rating         Recovery   Prior
   -----------             ------         --------   -----
INEOS US Petrochem
LLC

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

INEOS Quattro
Holdings UK Limited

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

LECTA LTD: S&P Downgrades LT ICR to 'SD' on Debt Restructuring
--------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
paper manufacturer Lecta Ltd. to 'SD' (selective default) from 'CC'
and issue-level ratings on the company's EUR255.5 million senior
secured notes due 2025 to 'D' (default) from 'C'. The issue rating
on the EUR115 million super senior facility was affirmed at
'CCC-'.

S&P consequently withdrew its issuer credit rating on Lecta Ltd.
and the issue-level ratings on its subsidiaries at the company's
request.

The downgrade follows Lecta's completion of debt restructuring
through a combination of debt exchange, a new debt issuance, and
the extension of some debt maturities. The restructuring was done
via a U.K. scheme of arrangement and was approved by 91.5% of
senior secured bondholders.

The restructuring of Lecta's debt ultimately resulted in:

-- The extension of the maturity of its EUR115 million super
senior facility to January 2028, from January 2024;

-- Par-to-par exchange of EUR255.5 million senior secured notes
due in January 2025 into EUR264.6 million senior secured notes due
in the third quarter of 2028; and

-- Raising EUR90 million in bonds due 2028, which will rank senior
to the new EUR264.6 million senior secured notes but junior to the
EUR115 million super senior facility.

S&P said, "In our view, the senior secured noteholders will receive
materially less under the new terms than under the previous terms,
due to the substantial debt maturity extension with a
payment-in-kind interest payment option. In addition, the new
senior secured notes are subordinated to the new EUR90 million
senior bonds. Therefore, we view this restructuring as
distressed."


PERFORMER FUNDING 1: Moody's Assigns (P)Caa1 Rating to 2 Notes
--------------------------------------------------------------
Moody's Investors Service has assigned the following provisional
ratings to Notes to be issued by Performer Funding 1 plc:

GBP[ ]M Class A Asset-Backed Fixed-Rate Notes due June 2035,
Assigned (P)Aaa (sf)

GBP[ ]M Class B Asset-Backed Floating-Rate Notes due June 2035,
Assigned (P)Aa1 (sf)

GBP[ ]M Class C Asset-Backed Floating-Rate Notes due June 2035,
Assigned (P)A1 (sf)

GBP[ ]M Class D Asset-Backed Floating-Rate Notes due June 2035,
Assigned (P)Baa3 (sf)

GBP[ ]M Class E Asset-Backed Floating-Rate Notes due June 2035,
Assigned (P)Ba3 (sf)

GBP[ ]M Class F Asset-Backed Floating-Rate Notes due June 2035,
Assigned (P)Caa1 (sf)

GBP[ ]M Class X Asset-Backed Floating-Rate Notes due June 2035,
Assigned (P)Caa1 (sf)

GBP[ ]M Class R Zero-Coupon Notes due June 2035, Assigned (P)Ca
(sf)

Moody's has not assigned a rating to the subordinated GBP[ ]M Class
Z Asset-Backed Zero-Coupon Notes due June 2035.

RATINGS RATIONALE

The Notes are backed by a static pool of UK unsecured consumer
loans originated by Lloyds Bank plc.

The portfolio consists of approximately GBP3,192.9 million of loans
as of the end of September 2023 pool cut-off date. The Liquidity
Reserve Fund will be funded by Class R Notes to 1.65% of the pool
balance at closing and the total credit enhancement for the Class A
Notes will be 26.65%. There is also a General reserve fund which is
not funded at closing and will only be required to be funded from
the Class B Notes redemption date.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

According to Moody's, the transaction benefits from several credit
strengths, such as (i) the granularity of the portfolio; (ii)
extensive historical data provided; and (iii) the securitisation
experience of Lloyds Bank plc. However, Moody's notes that the
transaction features a number of credit weaknesses, such as (i) a
fixed-floating interest rate mismatch, mitigated by an interest
rate swap; (ii) the operational risk related to Lloyds Bank plc
performing a number of key roles; (iii) negative stressed excess
spread under stressed yield assumptions; and (iv) other features
like the Class X Notes repayment due ahead of the PDL of the
collateralized Class Z Notes. These characteristics, amongst
others, were considered in Moody's analysis and ratings.

Hedging: the pool is linked to fixed rated loans with Class A Notes
paying fixed rate, Class Z Notes having no interest rate while
Class B to F Notes are linked to SONIA. The transaction benefits
from an interest rate swap with Lloyds Bank Corporate Markets plc
as swap counterparty, where the issuer will pay a fixed swap rate
of 4.75% and will receive SONIA on a notional linked to a fixed
swap schedule.

Moody's determined the portfolio lifetime expected defaults of
5.5%, expected recoveries of 10.0% and Aaa portfolio credit
enhancement PCE of 18.0% related to borrower receivables. The
expected defaults and recoveries capture Moody's expectations of
performance considering the current economic outlook, while the PCE
captures the loss Moody's expect the portfolio to suffer in the
event of a severe recession scenario. Expected defaults and PCE are
parameters used by Moody's to calibrate its lognormal portfolio
loss distribution curve and to associate a probability with each
potential future loss scenario in the ABSROM cash flow model to
rate Consumer ABS.

Portfolio expected defaults of 5.5% are higher than the EMEA
Consumer Loan ABS average and are based on Moody's assessment of
the lifetime expectation for the pool taking into account: (i)
historical performance of the loan book of the originator, (ii)
benchmark transactions, and (iii) other qualitative
considerations.

Portfolio expected recoveries of 10.0% are lower than the EMEA
Consumer Loan ABS average and are based on Moody's assessment of
the lifetime expectation for the pool taking into account: (i)
historical performance of the loan book of the originator, (ii)
benchmark transactions, and (iii) other qualitative
considerations.

PCE of 18.0% is in line with the EMEA Consumer Loan ABS average and
is based on Moody's assessment of the pool which is mainly driven
by: (i) evaluation of the underlying portfolio complemented by the
historical performance information as provided by the originator,
(ii) the relative ranking to originator peers in the EMEA Consumer
loan market.

CURRENT ECONOMIC UNCERTAINTY:

Moody's analysis has considered the effect on the performance of
consumer assets from the current weak UK economic activity and a
gradual recovery for the coming months.

The principal methodology used in these ratings was "Moody's
Approach to Rating Consumer Loan-Backed ABS" published in December
2022.

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

Factors that would lead to an upgrade of the ratings include
significantly better than expected performance of the pool together
with an increase in credit enhancement of the Notes.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of servicing or cash management interruptions; and (ii) economic
conditions being worse than forecast resulting in higher arrears
and losses.

PRECIOUS PLANTS: Enters Administration, Halts Operations
--------------------------------------------------------
Petar Lekarski and Molly Greeves at MoneySavingExpert.com report
that online gardening retailer Precious Plants has fallen into
administration.

The Suffolk-based company, which sold plant bulbs, vegetable seeds
and other gardening products, confirmed on Dec. 11 that it fell
into administration and is no longer trading, MoneySavingExpert.com
relates.

Precious Plant's administration process is being overseen by
Begbies Traynor Group (BTG), MoneySavingExpert.com discloses.




SELINA HOSPITALITY: Swaps 2026 Notes for Equity
-----------------------------------------------
Selina Hospitality PLC has provided a business update regarding
fundraising and liability management efforts, particularly relating
to the Company's $147.5 million principal amount of 6% convertible
senior notes due 2026, as announced in a Report on Form 6-K filed
with the U.S. Securities and Exchange Commission on December 1,
2023.

Selina has agreed in principle to commercial terms for strategic
investments totaling up to $68 million, led by Osprey Investments
Limited, an affiliate of Global University Systems B.V., a global
higher education platform, together with other potential investors.
Osprey previously invested $15.6 million via convertible secured
promissory notes entered into in June and July 2023, respectively.
The new investment remains subject to finalization and execution of
definitive agreements and is contingent on the successful
completion of a restructuring of at least 80% of the $147.5 million
principal amount of 6% Convertible Senior Notes due 2026, and if
completed, will form part of the Company's plan to strengthen its
balance sheet as it continues on its path to achieving
profitability and cash flow positive operations.

The investments are anticipated to be completed in multiple
tranches as follows:

     * The first tranche would comprise an immediate $20.0 million
investment by Osprey in exchange for ordinary shares in the
Company;

     * An additional $8 million investment would be payable over a
period ending 12 months from closing, subject to further
shareholder approval for the issuance of ordinary shares required
for elements of the transaction;

     * As part of the funding arrangements, approximately $8.7
million of indebtedness held by (or to be assumed by) Osprey,
including $4.7 million of 2026 Notes and $4 million of the Initial
Osprey Notes, would be converted into equity and Selina would be
required to invest $4 million into FutureLearn, a British digital
education platform that provides online courses, microcredentials
and other degrees, which is owned by GUS; and

     * The arrangements also provide for an optional third tranche
of funding that includes up to $20million from GUS within a period
of 12 months from closing, with the holders of the 2026 Notes that
participate in the Note Restructuring having a right to
participate, and up to an additional $20 million from certain other
parties, which additional investment is anticipated to occur within
30 days after the closing of the transaction.

As of December 4, 2023, holders of 80.5% of 2026 Notes,
representing $118.8 million in principal, and Osprey have agreed in
principle to the terms of the Note Restructuring, subject to
finalization and execution of definitive documentation. In the Note
Restructuring, the Company would purchase the 2026 Notes held by
each of the participating holders for ordinary shares of the
Company, warrants to acquire ordinary shares of the Company and new
senior secured notes that do not contain a conversion feature and
have certain other modified terms. The New Notes would have a
principal amount equivalent to 60% of the principal amount of the
participating 2026 Notes, have a maturity date of November 1, 2029,
and bear interest at a rate of 6% per annum, which interest will
accrue and be payable in kind through maturity and will be secured,
in part, by a security interest in the Selina brand that will be
shared with a security interest in that collateral held by Osprey
in connection with the Initial Osprey Notes.

If completed, this transaction would help ensure a transition to a
more durable balance sheet and robust capital structure and provide
the Company with liquidity to support its path to profitability.

The transactions would involve the following additional conditions
and key terms:

     * Osprey would have the right to appoint a total of four
directors to the Board of Directors of the Company and designate a
certain number of members of the Board committees, subject to the
Company's continued compliance with the Nasdaq governance
requirements so long as the Company remains a listed company, while
two members of the Board could remain as executive directors.

     * The participating noteholders would have the right to
appoint one director to the Company's Board of Directors, subject
to the approval of Osprey, not to be unreasonably withheld.

     * The parties would agree to support, and, as applicable, vote
in favor of the delisting of the ordinary shares of the Company
from the Nasdaq Global Market and the deregistration as an
SEC-reporting company subject to applicable conditions, with the
timing of such take-private transaction to be determined.

There can be no assurances that the transactions will be
successfully completed or that the Company will have sufficient
liquidity to complete the transactions.

A full-text copy of the 6-K report with further information is
available at http://tinyurl.com/36pu56fn

                  About Selina Hospitality PLC

United Kingdom-based Selina (NASDAQ: SLNA) is one of the world's
largest hospitality brands built to address the needs of millennial
and Gen Z travelers, blending beautifully designed accommodation
with coworking, recreation, wellness, and local experiences.
Founded in 2014 and custom-built for today's nomadic traveler,
Selina provides guests with a global infrastructure to seamlessly
travel and work abroad. Each Selina property is designed in
partnership with local artists, creators, and tastemakers,
breathing new life into existing buildings in interesting locations
in 24 countries on six continents -- from urban cities to remote
beaches and jungles.

THAMES WATER: Says Does Not Have Enough Money to Pay Back Debt
--------------------------------------------------------------
The Telegraph reports that Thames Water does not have enough money
to pay back its debt ahead of a looming deadline, the boss of the
struggling utility company has admitted.

The UK's largest water supplier has GBP1.4 billion of external debt
maturing in the coming years, including GBP190 million in April
2024, the Telegraph relates.

According to the Telegraph, asked by MPs if Thames Water's holding
company had enough to meet the first repayment, Alastair Cochran,
joint interim chief executive, said: "Not currently, no."

Sir Adrian Montague, the chairman, said the company was in talks
with lenders about pushing back the deadline until after regulator
Ofwat has published its 2024 price review, the Telegraph notes.

The admission highlights the scale of the squeeze on Thames Water's
finances as it grapples with a huge debt pile, the Telegraph
states.

The company last month revealed that its debts rose to GBP14.7
billion in the six months to September, while profits fell by 54pc
to GBP246.4 million, the Telegraph recounts.

Appearing in front of MPs on the environment, food and rural
affairs select committee, bosses played down comparisons to
Carillion, the debt-laden outsourcing giant that collapsed in 2018,
the Telegraph relays.

Instead, Sir Adrian blamed efforts by Ofwat to limit price
increases for customers for some of the company's financial woes,
the Telegraph notes.

The Thames Water chairman also apologised for causing "confusion"
after referring to a GBP500 million shareholder loan as equity
during a previous committee hearing, the Telegraph discloses.

Earlier this year, the company received a GBP750 million cash
injection to help keep it afloat, the Telegraph recounts.  The
company previously referred to GBP500 million of this as "new
equity", when in fact it was a loan to parent company Kemble Water
Holdings with an 8pc interest rate, the Telegraph notes.

MPs criticised the company for paying out a GBP37.5 million
dividend even as it missed key targets for pollution and leaks, the
Telegraph relates.

Thames Water is under fire for the quality of its service amid a
surge in the number of leaks and amount of raw sewage being pumped
into UK rivers, the Telegraph discloses.

But Sir Adrian said the payouts were essentially to ensure
shareholders were incentivised to keep injecting money into the
company, the Telegraph notes.

It comes after Thames Water scrapped its target of achieving net
zero emissions by 2030 and abandoned its smart meter project as it
focuses on its ailing finances, the Telegraph relays.

During the hearing, Mr. Cochran admitted that the company's
turnaround plan would take longer than the three years previously
stated, the Telegraph recounts.


TORO PRIVATE: S&P Cuts ICR to 'CC' on Proposed Debt Restructuring
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit ratings on
Travelport's parent holding company Toro Private Holdings I and its
finance subsidiary Travelport Finance (Luxembourg) S.a.r.l. to 'CC'
from 'CCC-'. S&P also lowered its 'CCC' issue rating on the
priority-lien debt to 'CCC-', with the recovery rating of '2'
unchanged. S&P affirmed its 'C' rating on Travelport's junior
priority-lien debt; the recovery rating of '6' is also unchanged.

The negative outlook indicates that S&P will lower its ratings on
the company and its priority-lien debt to 'D' (default) if the
proposed transaction is implemented.

The downgrade follows Travelport's announcement that it plans to
restructure its debt. S&P views the restructuring as a distressed
exchange under our criteria.

The debt restructuring proposal includes:

-- Making a debt-for-equity exchange on its $2.2 billion junior
priority-lien term loan;

-- Extending the maturity of its $2.1 billion priority-lien term
loan to September 2028 from February 2025 and changing the interest
rate terms, while paying down $250 million of principal plus
accrued and unpaid interest; and

-- Issuing a new $570 million convertible preferred equity
instrument.

S&P said, "In our view, both the debt-for-equity exchange and the
changes to the terms of the priority-lien term loan fall short of
the original promise to the lenders, and in our view, lenders have
not been offered adequate compensation for the changes. For
example, the new interest rate terms will include a payment-in-kind
option for part of the interest due in years one and two.
Therefore, if the transaction is completed as expected, we would
treat it as a general default and lower our ratings on the company
and its priority-lien debt to 'D'.

"Following such a default, we would review the group's new capital
structure, cash flow profile, liquidity position, and business
prospects and then reassess our ratings on the entities within the
Travelport group, and its debt they have issued. We note that
completion of the proposed transaction would result in a
significant reduction in debt and cash interest costs for
Travelport and includes a cash injection.

"Without the proposed transaction, or similar restorative measures,
we believe a conventional default would be likely to occur.
Travelport has limited liquidity sources and large cash interest
costs. Furthermore, we consider the refinancing risk on the
priority-lien debt to be high.

"The negative outlook indicates that we will lower our ratings on
the company and its priority-lien debt to 'D' (default) after the
proposed transaction closes."


WHP ENGINEERING: Goes Into Administration, 61 Jobs Affected
-----------------------------------------------------------
Coreena Ford at Business Live reports that scores of jobs have been
lost at a Tyneside engineering group which has ceased trading and
collapsed into administration.

The Gateshead-based business designed and built cleanrooms, clean
manufacturing solutions and complex process systems for the
healthcare, life sciences and personal care cosmetics sectors, and
it had seen significant growth since it was backed by a private
equity investor back in 2016.

During the pandemic, WHP had been hit by delays on a number of
overseas projects, but following the easing of restrictions demand
had grown significantly, Business Live discloses.  However, the
firm had fallen into financial difficulties in recent months as it
struggled with cost inflation, squeezed margins, labour shortages
and insolvencies among contractors and suppliers, Business Live
relates.

Before Grant Thornton was brought in, directors reviewed their
strategic options and considered a potential sale of the shares or
the business and assets of the companies, as well as sourcing
external funding, Business Live notes.  However, given the limited
timeframe available, it soon became clear that it would not be
possible to conclude a transaction while the business was solvent,
Business Live states.

As a result, the directors resolved to place the company into
administration and conversations with interested parties are
continuing, Business Live relays.

According to Business Live, administrator Mr. Petts said:
"Regrettably, the majority of its 61 workforce have been made
redundant.  The joint administrators are now assessing options on
next steps and have started our engagement with customers and
creditors.  We are providing support for affected staff in making
applications to the Redundancy Payments Service and are preparing
for an asset sale."


[*] S&P Takes Various Actions on SPDR ETFs Following Annual Review
------------------------------------------------------------------
S&P Global Ratings has taken various rating actions across 20 SPDR
fixed-income exchange-traded funds (ETFs). S&P affirmed 17 fund
credit quality ratings (FCQRs) and raised three FCQRs. S&P also
affirmed 17 fund volatility ratings (FVRs), lowered two FVRs, and
raised one FVR. All the ETFs are advised by SSGA Funds Management,
Inc., a subsidiary of State Street Global Advisors, Inc.

The collection of SPDR fixed-income ETFs are passively managed and
employ a stratified sampling approach across a variety of
investment strategies depending on their underlying index, with
each ETF classified as a diversified investment company under the
1940 Act and denominated in U.S. dollars.

The fund credit quality and fund volatility rating action summaries
are below.

  SPDR ETF Rating Actions

  RATING AFFIRMATIONS /
  UPGRADES /                         FROM             FROM
  DOWNGRADES                         FCQR   TO FCQR   FVR   TO FVR

  SPDR Bloomberg 1-3 Month
  T-Bill ETF (BIL)                   AAAf    AAAf     S1+    S1+

  SPDR Bloomberg Emerging Markets
  Local Bond ETF (EBND)              BBB-f   BBB-f    S4     S4

  SPDR Bloomberg
  High Yield Bond ETF (JNK)          B+f     B+f      S4     S4

  SPDR Bloomberg International
  Treasury Bond ETF (BWX)            A+f     A+f      S4     S4

  SPDR Bloomberg Investment
  Grade Floating Rate ETF (FLRN)     Af      A+f      S1     S1

  SPDR Bloomberg Short Term
  High Yield Bond ETF (SJNK)         Bf      Bf       S4     S3

  SPDR ICE Preferred
  Securities ETF (PSK)               BBB-f   BBB-f    S4     S4

  SPDR Nuveen Bloomberg High Yield
  Municipal Bond ETF (HYMB)          B-f     B-f      S4     S4

  SPDR Nuveen Bloomberg
  Municipal Bond ETF (TFI)           AA-f    AAf      S3     S3

  SPDR Nuveen Bloomberg Short
  Term Municipal Bond ETF (SHM)      AA-f    AAf      S2     S2

  SPDR Portfolio Aggregate
  Bond ETF (SPAB)                    A+f     A+f      S3     S3

  SPDR Portfolio Intermediate
  Term Corporate Bond ETF (SPIB)     BBB+f   BBB+f    S3     S3

  SPDR Portfolio Intermediate
  Term Treasury ETF (SPTI)           AA+f    AA+f     S2     S2

  SPDR Portfolio Long Term
  Corporate Bond ETF (SPLB)          BBB+f   BBB+f    S4     S5

  SPDR Portfolio Long Term
  Treasury ETF (SPTL)                AA+f    AA+f     S5     S5

  SPDR Portfolio Mortgage
  Backed Bond ETF (SPMB)             AA+f    AA+f     S3     S3

  SPDR Portfolio Short Term
  Corporate Bond ETF (SPSB)          BBB+f   BBB+f    S1     S1

  SPDR Portfolio Short Term
  Treasury ETF (SPTS)                AA+f    AA+f     S1     S1

  SPDR Portfolio TIPS ETF (SPIP)     AA+f    AA+f     S4     S4

  SPDR MarketAxess Investment Grade
  400 Corporate Bond ETF (LQIG)      BBB+f   BBB+f    S3     S4

  ETF--Exchange-traded fund.
  FCQR--Fund credit quality rating.
  FVR--Fund volatility rating.



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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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Information contained herein is obtained from sources believed to
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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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