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

                          E U R O P E

          Thursday, December 21, 2023, Vol. 24, No. 255

                           Headlines



B E L G I U M

ANHEUSER-BUSCH INBEV: Egan-Jones Retains BB+ Sr. Unsecured Ratings


F I N L A N D

FINNAIR OYJ: Egan-Jones Retains CCC Senior Unsecured Ratings


F R A N C E

ACCOR SA: Egan-Jones Retains BB Senior Unsecured Ratings


G E O R G I A

GEORGIAN RAILWAY: Fitch Affirms BB- LongTerm IDR, Outlook Positive


G E R M A N Y

OQ CHEMICALS: S&P Lowers ICR to 'B', On CreditWatch Negative


I R E L A N D

ARINI EUROPEAN I: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
BARINGS EURO 2018-3: Moody's Affirms B2 Rating on EUR10MM F Notes


I T A L Y

PRO-GEST SPA: S&P Downgrades LT ICR to 'CCC', Outlook Negative
SAN MARINO: Fitch Alters Outlook on 'BB' LongTerm IDR to Positive


K A Z A K H S T A N

SAMRUK-KAZYNA: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable


L U X E M B O U R G

ARVOS MIDCO: Moody's Lowers CFR to Ca, Outlook Remains Negative
VENGA TOPCO: Moody's Assigns B2 Corp Family Rating, Outlook Stable


N E T H E R L A N D S

SPRINT BIDCO: Moody's Cuts CFR to Caa1, Alters Outlook to Negative


N O R W A Y

HURTIGRUTEN GROUP: Moody's Cuts CFR to Caa2, Alters Outlook to Neg.


S W E D E N

SAS AB: Egan-Jones Retains C Senior Unsecured Ratings


T U R K E Y

MERSIN ULUSLARARASI: S&P Upgrades ICR to 'B+', Outlook Positive


U N I T E D   K I N G D O M

ACCIDENT CLAIMS: Goes Into Administration
BENCHMARK LEISURE: Water Park May Reopen Next Year
CD&R GALAXY: Fitch Lowers LongTerm Issuer Default Rating to 'CCC+'
DIGNITY FINANCE: Fitch Lowers Rating on Second Lien Notes to 'C'
EVENTS GEAR: Enters Administration, Halts Operations

HIPGNOSIS SONGS: Delays Release of First-Half Results
INTERCHOICE LIMITED: Set to Go Into Liquidation
JD WETHERSPOON: Egan-Jones Retains CCC+ Senior Unsecured Ratings
LIVERPOOL VICTORIA: S&P Affirms 'BB+' Rating on GBP200MM Sub Notes
MARKS AND SPENCER: Egan-Jones Retains B Senior Unsecured Ratings

PIZZAEXPRESS: S&P Alters Outlook to Negative, Affirms 'B-' ICR
SIG PLC: Egan-Jones Retains B+ Senior Unsecured Ratings
SOUTHERN PACIFIC 05-B: S&P Lowers Class E Notes Rating to 'BB(sf)'
STRATTON 2024-1: S&P Assigns Prelim 'B-(sf)' Rating to Cl. F Notes
SUBSEA 7: Egan-Jones Retains BB+ Senior Unsecured Ratings

TRITON UK: S&P Withdraws 'B-' Long-Term Issuer Credit Rating
TULLOW OIL: S&P Cuts Senior Unsecured Notes Rating to 'D'

                           - - - - -


=============
B E L G I U M
=============

ANHEUSER-BUSCH INBEV: Egan-Jones Retains BB+ Sr. Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on December 14, 2023, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Anheuser-Busch InBev NV.

Headquartered in Leuven, Belgium, Anheuser-Busch InBev NV brews
beer.




=============
F I N L A N D
=============

FINNAIR OYJ: Egan-Jones Retains CCC Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on November 27, 2023, maintained its
'CCC' foreign currency and local currency senior unsecured ratings
on debt issued by Finnair Oyj. EJR also withdraws the rating on
commercial paper issued by the Company.

Headquartered in Vantaa, Finland, Finnair Oyj operates scheduled
passenger traffic, technical and ground handling operation,
catering, travel agencies, and reservation services.




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

ACCOR SA: Egan-Jones Retains BB Senior Unsecured Ratings
--------------------------------------------------------
Egan-Jones Ratings Company, on December 15, 2023, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by Accor SA. EJR also withdraws the rating on
commercial paper issued by the Company.

Headquartered in Issy-les-Moulineaux, France, Accor SA. Accor,
doing business as AccorHotels, operates a chain of hospitality
company.




=============
G E O R G I A
=============

GEORGIAN RAILWAY: Fitch Affirms BB- LongTerm IDR, Outlook Positive
------------------------------------------------------------------
Fitch Rating has affirmed JSC Georgian Railway's (GR) Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'BB-'
with a Positive Outlook.

The affirmation reflects Fitch's unchanged assessment of GR's links
with the Georgian government. Its operating performance has
slightly weakened in 2023 after a material improvement in 2022, but
its financial profile remains commensurate with its Standalone
Credit Profile (SCP) of 'b+' under Fitch's through-the-cycle rating
case. This leads to a single-notch differential of GR's IDRs with
Georgia's sovereign IDRs. GR's Outlook reflects that of the
sovereign.

KEY RATING DRIVERS

Status, Ownership and Control: 'Strong'

Its assessment reflects GR's status as an integrated railway
transportation monopoly, its 100% state ownership and the
government's strategic control and oversight over GR's activities.
The latter includes approval of the company's budgets and major
investments. GR's supervisory board is nominated and controlled by
the government, while goods and services are tendered in accordance
with public procurement law. However, despite its natural monopoly
GR retains some operational independence from the state, including
deregulated tariff-setting.

Support Track Record: 'Moderate'

Regulatory policy is moderately supportive of GR's financial
viability. It receives irregular and mostly non-cash or indirect
state support. Historically, support of GR's long-term development
has been via state policy incentives and asset allocations. In
addition, strategic infrastructure, such as railroads and power
transmission lines, is exempt from property tax in Georgia.

GR is negotiating with the government for compensation of its
loss-making passenger transportation, which if successful could
lead to it being included in the state budget on a regular basis
and its reassessment of the support track record factor.

Socio-Political Implications of Default: 'Moderate'

Fitch believes a GR default may lead to some service disruptions,
but not of an irreparable nature, and may not necessarily lead to
significant political and social repercussions for the Georgian
government. Fitch believes GR's hard assets would likely remain
operational despite a default, although its capital modernisation
programme may be hampered, in turn affecting Georgia's economic
development in the long term.

Financial Implications of Default: 'Strong'

A GR default on external obligations could lead to reputational
risk for the state. Both GR and the state tap international capital
markets for funding, as well as loans and financial aid from
international financial institutions to finance reforms and
infrastructure modernisation.

As one of the top national corporate issuers in the Eurobond
market, a GR default could significantly impair the borrowing
capacity of the government and other government-related entities
(GREs) due to their reliance on external debt, including borrowing
from the IMF.

Standalone Credit Profile

GR's b+' SCP reflects its unchanged 'Weaker' revenue defensibility,
'Midrange' operating risk, and Fitch's forecast of an improving net
adjusted debt/EBITDA toward 4x over the five-year rating case. The
SCP also takes into account peer comparison, particularly GR's low
leverage, which if sustained below 4x over the rating horizon could
lead to an upward reassessment of the SCP.

Revenue Defensibility 'Weaker'

Its assessment reflects 'Weaker' demand characteristics and
'Midrange' pricing. GR is the market leader in cargo transit via
Georgia, which leads to a high dependence on the external economic
and political environment for revenue. Revenue from GR's freight -
which is its core activity - remains exposed to commodity market,
geopolitical and foreign-exchange (FX) risks stemming from key
trading partners in the region.

GR has greater pricing power than its Fitch-rated regional peers,
supported by a favourable unregulated tariff system, which allows
tariffs to reflect changing market conditions.

Operating Risk 'Midrange'

GR has fairly well-defined costs with predictable fluctuations. Its
cost structure is stable with staff costs at 53% of operating
spending (excluding non-cash items) in 2023, followed by logistic
service (15%) and electricity and fuel (11%). Despite planned
downsizing and reductions in headcount, staff costs will remain the
largest expense at about half of operating spending over the next
five years.

Financial Profile 'Weaker'

Fitch expects a moderate decline in revenues and hence a weaker
operating performance in 2023, after its peak in 2022. Cost
inflation will further suppress EBITDA in 2023, offsetting the
benefits from economic growth in the region and the reorientation
of Asia-Europe cargo flows to southern routes, including Georgia,
following the Russian-Ukrainian war.

Fitch forecasts net adjusted debt/Fitch-calculated EBITDA to weaken
to about 5x in 2023 from 3.9x in 2022. This remains stronger than
its historical average of 6.2x during 2019-2021 and its rating case
envisages leverage remaining just above 4x over the next five
years.

Additional Risk Factors Assessment

No asymmetric risk factors were revealed in the GR analysis.

Derivation Summary

Fitch views GR as a GRE under its GRE Rating Criteria, with a
support score at 22.5 out of a maximum 60, reflecting 'Strong'
status, ownership and control and financial implications of
default, and 'Moderate' support track record and socio-political
implications of default.

GR's support score and its 'b+' SCP lead Fitch to apply a top-down
approach under its GRE Rating Criteria by notching down once from
the sovereign's IDR to arrive at GR's 'BB-' IDR.

Short-Term Ratings

GR's Short-Term IDR is equalised with the sovereign Short-Term 'B'
IDR.

Debt Ratings

All senior debt instrument ratings are aligned with GR's Long-Term
IDRs.

KEY ASSUMPTIONS

Fitch's rating case is a "through-the-cycle" scenario, which
incorporates a combination of revenue, cost and financial risk
stresses. It is based on 2018-2022 published figures and 2023-2027
projected ratios. Its key assumptions for the ratings case are:

- Operating revenue growth on average 2.1% in 2023-2027, including
an 8% decline in 2023

- Operating expenditure growth on average 5.6% in 2023-2027,
including a 10% increase in 2023

- Net capital expenditure on average at GEL127 million in
2023-2027

- No equity injections

- Debt fully denominated in foreign currencies. No new borrowings

- Cost of debt at 3.9% in 2023-2027

Liquidity and Debt Structure

GR's debt is all US dollar-denominated and as of end-3Q23 its debt
was mostly its USD500 million, 4% Eurobonds due in 2028, and the
remainder a USD10.4 million secured loan that was obtained solely
to acquire passenger train rolling stock. The secured loan is
collateralised by the underlying passenger trains. The resultant FX
risk is partly offset by GR's freight tariffs being in US dollars
and Swiss francs.

GR maintains an adequate liquidity buffer, with a cash balance of
GEL302.6 million (about USD103 million) at end-3Q23 (end-2022:
GEL274.6 million). Fitch expects GR to accumulate cash reserves to
meet its Eurobond maturity in 2028.

Issuer Profile

Georgian Railway is the national integrated railway transportation
company of Georgia 100% owned by the state with core business in
freight transit operations.

RATING SENSITIVITIES

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

- A negative action on Georgia's sovereign ratings or dilution of
linkage with the sovereign, resulting in the ratings being further
notched down from the sovereign's IDRs

- Downward reassessment of GR's SCP, resulting from a deterioration
in its financial profile due to a material increase in debt or
weakening liquidity

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

- An upgrade of Georgia's sovereign ratings, provided there is no
deterioration in GR's SCP and its GRE support score

- An upward reassessment of the GRE support score, which may result
from stronger support from the government

- Improvement of GR's financial profile resulting in the SCP being
on a par with or above the sovereign's IDRs. This may result from
net adjusted debt/EBITDA strengthening towards 2x on a sustained
basis

ESG Considerations

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

GR's IDRs are directly linked to Georgia's IDRs.

   Entity/Debt             Rating          Prior
   -----------             ------          -----
JSC Georgian
Railway           LT IDR    BB- Affirmed   BB-
                  ST IDR    B   Affirmed   B
                  LC LT IDR BB- Affirmed   BB-
                  LC ST IDR B   Affirmed   B

   senior
   unsecured      LT        BB- Affirmed   BB-



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

OQ CHEMICALS: S&P Lowers ICR to 'B', On CreditWatch Negative
------------------------------------------------------------
S&P Global Ratings lowered its ratings on OQ Chemicals
International Holding GmbH (OQ Chemicals) to 'B' from 'B+' and
placed the ratings on CreditWatch with negative implications.

S&P said, "The CreditWatch reflects the risks that we could further
lower the ratings on OQ Chemicals in the next couple of months if
the company fails to show progress on the refinancing of its debt
and its parent company OQ S.A.O.C. (OQ) does not provide tangible
support to ease OQ Chemicals' refinancing risk, such that we would
likely lower the ratings by more than one notch. We could also
lower the ratings by more than one notch if OQ Chemicals were to
launch an exchange offer or maturity extension for its outstanding
loans that could compromise its original promise and that we view
as distressed.

"The senior secured term loans, including EUR475 million tranche B1
and $500 million tranche B2 ($435 million outstanding) are due in
less than 12 months. For this reason, we assess OQ Chemicals'
liquidity as weak. Positively, we understand that the company has
no material debt repayments before October 2024 when the term loans
are due. The EUR102.5 million revolving credit facility (RCF) is
available, with the exception of EUR11.1 million of long-term bank
guarantees. In November 2023, OQ provided a committed subordinated
shareholder loan of EUR100 million, which can be drawn at OQ
Chemical's request to secure liquidity requirements. The company
recently indicated that it is looking to secure a long-term
solution to its debt maturities in the coming months. We will
monitor any progress or lack of progress on the refinancing of OQ
Chemicals' financial debt."

OQ Chemicals continues to report weak performance, in line with the
broader European chemical sector. In the first nine months of 2023,
volumes dropped by 19% compared with last year. Sales declined by
about 34%, on the back of much lower prices, especially for the
Intermediate segment, which is more commoditized than the
Derivative segment. S&P said, "We assume that demand will
moderately improve in 2024, since most customer industries have
reduced their chemicals inventories to a minimum. However, the
timing and magnitude of the turning point are highly uncertain.
EBITDA also halved in the same period, due to lower operating
leverage. Selling, general, and administrative expenses reduced,
but not to the same magnitude as sales. Positively, operating cash
flows improved, supported by positive working capital movements.
Free cash flows are slightly negative, due to the ongoing capital
spending (capex) program (particularly the project Propel in the
U.S.), as well as higher maintenance capex in 2023 associated with
the periodic turnover of both the Oberhausen site and the Bay City
site. As a result, we expect adjusted leverage to increase to about
7.0x-8.0x in 2023-2024 from 4.3x in 2022. We also forecast negative
FOCF in 2023-2024, reflecting the high capex level."

S&P said, "While we believe that OQ has the ability to support OQ
Chemicals, it has not provided tangible group support for the
upcoming refinancing yet. OQ Chemicals is linked to Oman through
its parent company OQ, which is wholly owned by the government of
Oman. We continue to consider OQ Chemicals a moderately strategic
subsidiary and strategic investment of OQ. In November 2023, OQ
provided a committed subordinated shareholder loan of EUR100
million. It has provided a parent guarantee to OQ Chemicals in the
amount OQ Chemicals requires to comply with its covenants. OQ
Chemicals also signed an interest swap agreement for 2024 with OQ,
which would likely reduce the company's U.S. dollar interest costs
next year. In our view, while OQ addressed potential short-term
liquidity constraints, it has not yet addressed the refinancing
risks linked with the loans due in October 2024, although it has
orally confirmed its willingness for a significant contribution in
the refinancing. Positively, we note that OQ reports a robust
operational performance and balance sheet. We believe that OQ has
the ability to support OQ Chemicals. If OQ Chemicals failed to show
progress on the refinancing of its financial debt over the next
couple of months and OQ did not step in to ease OQ Chemicals'
refinancing risk, we would likely remove any benefit of group
support from the ratings.

"The CreditWatch reflects the risks that we could further lower the
ratings on OQ Chemicals by more than one notch in the next couple
of months if the company fails to show progress on the refinancing
of its debt and OQ does not provide tangible support to ease OQ
Chemicals' refinancing risk. We could also lower the rating by more
than one notch if OQ Chemicals were to launch an exchange offer or
maturity extension for its outstanding loans that could compromise
its original promise and which we could view as distressed.

"We could affirm our ratings on OQ Chemicals if the company
successfully refinances its financial debt and maintains adequate
liquidity in the next few months."




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

ARINI EUROPEAN I: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Arini European CLO I DAC final ratings,
as detailed below.

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

   A XS2710064200    LT AAAsf  New Rating   AAA(EXP)sf

   B XS2710064465    LT AAsf   New Rating   AA(EXP)sf

   C XS2710064978    LT Asf    New Rating   A(EXP)sf

   D XS2710065272    LT BBB-sf New Rating   BBB-(EXP)sf

   E XS2710065439    LT BB-sf  New Rating   BB-(EXP)sf

   F XS2710065603    LT B-sf   New Rating   B-(EXP)sf

   Subordinated
   XS2710065785      LT NRsf   New Rating   NR(EXP)sf

TRANSACTION SUMMARY

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

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

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/ 'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 24.7.

Strong Recovery Expectation (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 63.4%.

Diversified Portfolio (Positive): The transaction has one matrix
effective at closing corresponding to the 10 largest obligors at
20% of the portfolio balance and a fixed-rate asset limit at 10%.
It has also one forward matrix corresponding to the same top 10
obligors and fixed-rate asset limits, which will be effective
one-year post closing, provided that the collateral principal
amount (defaults at Fitch-calculated collateral value) will be at
least at the target par amount.

The transaction also includes various concentration limits,
including the maximum exposure to the three-largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

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

Cash Flow Modelling (Neutral): The WAL used for the Fitch-stressed
portfolio and matrices analysis is 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period, including the satisfaction of the
over-collateralisation test and Fitch 'CCC' limit, together with a
consistently decreasing WAL covenant. In Fitch's opinion, these
conditions reduce the effective risk horizon of the portfolio
during the stress period.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would result in downgrades of no more than
one notch for the class B, D and E notes and to below 'B-sf' for
the class F notes.

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

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

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

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

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

DATA ADEQUACY

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

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

BARINGS EURO 2018-3: Moody's Affirms B2 Rating on EUR10MM F Notes
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Barings Euro CLO 2018-3 Designated Activity
Company:

EUR10,000,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Upgraded to Aa1 (sf); previously on Jun 24, 2020 Affirmed Aa2
(sf)

EUR30,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Upgraded to Aa1 (sf); previously on Jun 24, 2020 Affirmed Aa2 (sf)

EUR27,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A1 (sf); previously on Jun 24, 2020
Affirmed A2 (sf)

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

EUR231,800,000 (Current outstanding amounts EUR231,682,464) Class
A-1 Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Jun 24, 2020 Affirmed Aaa (sf)

EUR12,200,000 (Current outstanding amounts EUR12,193,814) Class
A-2 Senior Secured Fixed Rate Notes due 2031, Affirmed Aaa (sf);
previously on Jun 24, 2020 Affirmed Aaa (sf)

EUR24,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Baa3 (sf); previously on Jun 24, 2020
Confirmed at Baa3 (sf)

EUR24,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Jun 24, 2020
Confirmed at Ba2 (sf)

EUR10,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B2 (sf); previously on Jun 24, 2020
Confirmed at B2 (sf)

Barings Euro CLO 2018-3 Designated Activity Company, issued in
December 2018, is a collateralised loan obligation (CLO) backed by
a portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Barings (U.K.) Limited. The transaction's
reinvestment period ended in July 2023.

RATINGS RATIONALE

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

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

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

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: EUR385.7m

Defaulted Securities: EUR9.5m

Diversity Score: 61

Weighted Average Rating Factor (WARF): 2921

Weighted Average Life (WAL): 3.71 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.98%

Weighted Average Coupon (WAC): 4.09%

Weighted Average Recovery Rate (WARR): 42.4%

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.

Moody's notes that the November 2023 trustee report was published
at the time it was completing its analysis of the October 2023
data. Key portfolio metrics such as WARF, diversity score, weighted
average spread and life, and OC ratios exhibit little or no change
between these dates.

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as the account bank, 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.



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

PRO-GEST SPA: S&P Downgrades LT ICR to 'CCC', Outlook Negative
--------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Pro-Gest SpA (Pro-Gest)to 'CCC' from 'CCC+' and its issue rating on
the EUR250 million senior unsecured notes to 'CCC-' from 'CCC'. The
recovery rating on the notes remains '5' (10%).

The negative outlook reflects the risk of a distressed exchange or
a liquidity shortfall in the next 12 months, when meaningful debt
maturities fall due.

Pro-Gest continues to face a tough macroeconomic environment and
soft demand through year-end 2024. S&P said, "Following the release
of the company's third-quarter 2023 results, we revised down our
forecasts for 2023 and 2024. Demand for containerboard remains weak
due to destocking and weak economic conditions. This is compounded
by excess capacity in the industry and weak prices. We now expect
adjusted revenue will decline 33% in 2023, versus 4% growth in
2022, driven by both lower volumes and prices. This will result in
S&P Global Ratings-adjusted EBITDA of only EUR40 million-EUR44
million from EUR61 million in 2022. We forecast just a modest
recovery in revenue of 5% and adjusted EBITDA to EUR50
million-EUR60 million for 2024." Revenue visibility remains
limited, and any improvement is highly reliant on a recovery in
demand and improvement in economic conditions.

S&P said, "We expect minimal FOCF for 2024.We anticipate that the
bulk of the group's adjusted EBITDA will be consumed by interest
expenses and capital expenditure (capex). Cash generation will
remain insufficient, despite our anticipation of some inventory
sales of EUR20 million-EUR40 million. We understand that Pro-Gest
could also proceed with some minor noncore asset sales, but have
not reflected these in our forecasts.

"Liquidity is expected to remain weak in the next 12 months.
Pro-Gest's cash balance shrank to EUR47 million as of Sept. 30,
2023, from EUR76 million as of year-end 2022, with operating cash
flows insufficient to cover capex needs and scheduled debt
amortizations. We understand that the group's cash balance was
close to EUR40 million at the start of November--equal to the
minimum cash balance required to run the business. The group has no
availability under committed credit lines. Any further earnings
decline could lead to a liquidity shortfall.

"We view the company's current capital structure as unsustainable.
Pro-Gest needs to refinance about EUR450 million of debt in the
next 24 months, including the EUR250 million senior unsecured notes
due December 2024 and EUR200 million private placement notes due
2025. Given the weak track record of generating positive FOCF, we
believe there is high risk of a default or distressed capital
restructuring in the next 12 months."

The negative outlook reflects the risk of a distressed exchange or
a liquidity shortfall in the next 12 months, when meaningful debt
maturities fall due.

S&P could lower the rating if it sees an increased likelihood of a
distressed debt restructuring. S&P could also lower the rating if
Pro-Gest faces a liquidity shortfall, including (but not limited
to) missing a scheduled interest payment or debt repayment.

A positive rating action on Pro-Gest is unlikely in the next 12
months. It would only be possible if the company successfully
addresses its upcoming debt maturities.

S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of Pro-Gest. We view environmental risks
in the paper industry as sizable given its high water, chemicals,
and energy usage. We believe this could expose companies in the
sector to tighter environmental regulation." Pro-Gest is less
favorably positioned than peers because Italy's jurisdictional and
political landscape carries greater regulatory uncertainties. Local
authorities suspended operations at Pro-Gest's containerboard mill
in Mantova in 2019 on concerns about its environmental impact. The
mill was idle for 17 months until the company abandoned its
original request for an on-site waste incineration plant.

Governance factors are also a negative consideration. S&P said,
"Our assessment of the company's management and governance reflects
the EUR47.5 million fine from Italian anti-trust authorities in
2019 for the company's alleged participation in an industry-wide
price-fixing cartel. We understand that payments related to this
fine kicked in from mid-year 2021. Besides this, we account for a
track record of business underperformance compared to stated
targets."


SAN MARINO: Fitch Alters Outlook on 'BB' LongTerm IDR to Positive
-----------------------------------------------------------------
Fitch Ratings has revised the Outlook on San Marino's Long-Term
Foreign-Currency Issuer Default Rating (IDR) to Positive from
Stable and affirmed the IDR at 'BB'.

KEY RATING DRIVERS

The revision of the Outlook reflects the following key rating
drivers and their relative weights:

Medium

Improved Banking Sector Performance: Steady improvement in some key
sector metrics have lessened the risk Sammarinese banks pose for
the government's balance sheet, in Fitch's opinion. Despite
external headwinds, the sector's solvency ratio increased to 15.8%
as of June 2023, from 9.5% at end-2019, and liquidity ratios have
steadily improved, with liquid assets to short-term liabilities
increasing to 44.7% as of 2Q23 from 27.0% in 1Q19. Supported by
higher interest rate margins, the sector is on track to report a
profit for a third consecutive year, following 11 years of losses.

Nevertheless, structural issues around profitability remain a
concern as Sammarinese bank's cost structure remain very high, as
evidenced by a cost/income ratio of 77.7% that is well above the
60.6% reported for the EU average. Progress to reduce the costly
branch network and high wages has stalled.

Progress on NPL Resolution: Authorities have made progress in
reducing contingent liability risks related to banks' exceptionally
high legacy non-performing loans (NPL) ratios. The government set
up an Asset Management Company (AMC) and a first ABS tranche was
successfully issued in mid-December, bringing the NPL ratio net of
provisions closer to 10% of GDP from 16.4% as of September. The
transaction has reduced the gross NPL ratio to 45.0% from 54.1 %
and the net NPL ratio to 17.4% from 25.8%. The size of the senior
tranche has been determined at EUR70 million (3.8% of GDP), which
is covered by a government guarantee and further protected by an
escrow account (20% of the senior tranche).

Calendar provisioning, in line with EU regulation, will become
effective next year, incentivising banks to offload NPLs quickly by
imposing higher capital charges on NPLs that have not been
transferred and have insufficient levels of provisioning.

Public Debt Trajectory Improves: Debt dynamics have improved
relative to its previous review, driven by higher nominal GDP and a
solid fiscal performance. Fitch projects that public debt will fall
below 70% of GDP by end-2023, down from a peak of 76.6% at
end-2021, and to below 60% by end-2027. A sizeable share of
government debt carries very low interest and long maturities. As a
result, the overall interest burden remains low (even after the
Eurobond issuance), with interest expenses/revenues forecast at
5.8% in 2024, compared with an expected 'BB' median of 9.8%. San
Marino's public debt ratio will remain significantly above the 'BB'
forecast median of 51.9% of GDP.

Low Fiscal Deficits: San Marino has a record of prudent fiscal
policy and Fitch does not expect that next year's general elections
will significantly alter domestic fiscal or economic policy-making.
After final fiscal results show that the general government balance
reached a surplus of 1.1% of GDP in 2022, Fitch forecasts a deficit
of 1.5% of GDP in 2024, driven by the one-off purchase of office
space. The deficit will narrow to 0.3% in 2024 and turn to a small
surplus of 0.1% in 2025 as economic growth picks up. Its forecast
compares favourably with its 'BB' forecast median of -2.9% of GDP
and -2.4% for 2024 and 2025, respectively.

San Marino's 'BB' IDRs also reflect the following key rating
drivers:

Structural Strengths; Financial Vulnerabilities: San Marino's 'BB'
rating is supported by high income levels, with GDP per capita
closer to the 'AAA' than the 'BB' median, a resilient export sector
and large net external creditor position, and a stable political
system. The rating is weighed down by a high debt burden and weak
asset quality in the large banking sector. The very small size of
the economy, limited administrative capacity reflected in data
quality issues, and low growth potential are also key weaknesses.

Large Refinancing Risks: In its view, San Marino's external
financing flexibility remains constrained by a short record of
external market access, limited additional funding sources, and its
relatively short and concentrated debt repayment profile (bullet
maturity represents 17% of projected GDP in January 2027). Limited
cash buffers and the low development of the domestic bond market
are additional structural risks.

Growth Slows Down: Direct fiscal tax receipts and production data
suggest a return to more moderate growth rates this year, following
an exceptionally strong economic rebound in 2021/22. Fitch expects
real GDP to slow down to 1.0% in 2023 from 7.6% in 2022
(provisional data), but exceeding its forecasts for Italy and the
eurozone of 0.7% and 0.5%, respectively. Fitch forecasts that the
Sammarinese economy will grow close to potential, with real GDP
growth reaching 1.3% beyond 2024.

Inflationary Pressures Ease: Fitch expects that inflation will
average 6.3% this year (exceeding the 'BB' median of 5.0%) and
gradually decline to 4.2% in 2024 and to 2.5% in 2025, supported by
falling inflation in Italy and contained wage growth. As a small
and open economy, a large portion of inflation is imported but
increases in energy prices have been well below what other European
countries have experienced.

EU Association Agreement: Fitch believes that potential growth
could benefit from closer integration into the EU's Single Market.
After delays due to the pandemic, San Marino has provisionally
closed negotiations for the Association Agreement with the European
Commission, which could be ratified and implemented throughout
2024. Among other things, the agreement will facilitate the
movement of cross-border workers and support financial integration
and supervisory cooperation.

Country Ceiling Upgrade: Fitch has revised San Marino's Country
Ceiling to 'A' from 'BBB', in line with its recently updated
Country Ceiling Criteria. The updated criteria consider that
euroisation reduces the risk of capital controls being imposed. San
Marino's +6 notches uplift from the IDR reflects Fitch's view that
risks of foreign-exchange controls are mitigated by its fully
entrenched euroisation, which has supported macroeconomic stability
and shields public and private balance sheets from foreign-exchange
risk.

ESG - Governance: San Marino 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. Theses scores reflect the high weight that the World
Bank Governance Indicators (WBGI) have in its proprietary Sovereign
Rating Model. San Marino has a high WBGI ranking at 89.4,
reflecting its long track record of stable and peaceful political
transitions, well established rights for participation in the
political process, strong institutional capacity, effective rule of
law and a low level of corruption. In Fitch's view, San Marino's
governance is overall strong but overstated by the newly released
WGIs.

RATING SENSITIVITIES

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

- Structural: Failure to effectively reduce banking sector
vulnerabilities, for example, in terms of weak asset quality and
low liquidity, which creates risks for financial stability and for
public finances.

- Public Finances: Failure of government indebtedness to decline
further, for example, due to the crystallisation of additional
significant contingent liabilities from the financial sector, a
sustained period of low growth, or inability to consolidate fiscal
accounts.

- External: Heightened external refinancing risks, for example, due
to reduced access to external bond markets.

- Macro: A large adverse macroeconomic shock, for example,
triggered by a sharp economic contraction among neighbouring
countries.

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

- Structural Features: Greater evidence that banking sector
vulnerabilities have materially reduced, via a sustained
improvement in asset quality, liquidity, capitalisation and
profitability.

- Public Finances: Increased confidence that public debt will
maintain a downward trajectory over the medium term, for example,
through sustained fiscal consolidation, stronger economic growth,
and a reduction of contingent liabilities related to the banking
sector.

- External: Continued progress in diversifying external sources of
financing, for example, through continued international market
access and reducing refinancing risks, for example, by extending
and smoothing the sovereign's external debt repayment profile.

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

Fitch's proprietary SRM assigns San Marino a score equivalent to a
rating of 'BBB' on the Long-Term Foreign-Currency (LT FC) IDR
scale.

Fitch's sovereign rating committee adjusted the output from the SRM
to arrive at the final LT FC IDR by applying its QO, relative to
SRM data and output, as follows:

- Structural: -1 notch added to offset a major improvement in the
WGIs, as a result of the recent publication of the full data set of
San Marino's World Bank Governance indicators, that led an increase
in the SRM score by 1.4 notches relative to its previous review.
The new data would place governance broadly in line with some of
the highest-rated sovereigns by Fitch and does not accurately
capture San Marino's institutional constraints, in Fitch's view.

- Structural: -1 notch, to reflect that banking sector risks remain
high due to very weak asset quality from legacy NPLs (54% of total
gross loans) and the absence of an effective 'lender of last
resort'. Despite the government's ongoing efforts to reduce NPLs
through securitisation and calendar provisioning, risks remain that
further state recapitalisations of the sector will be required
given large NPLs adjusted for provisions at above 10% of GDP.

- External Finances: -1 notch, to reflect San Marino's limited
external sources of financing, its short record of international
market access and refinancing risks derived from the sovereign's
relatively short (3.5 years) and concentrated (17% of projected GDP
bullet payment) external debt repayment profile.

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 San Marino is 'A', 6 notches above the LT
FC IDR. This reflects very strong constraints and incentives,
relative to the IDR, against capital or exchange controls being
imposed that would prevent or significantly impede the private
sector from converting local currency into foreign currency and
transferring the proceeds to non-resident creditors to service debt
payments.

Fitch's Country Ceiling Model produced a starting point uplift of
+3 notch above the IDR. Fitch's rating committee applied a further
+3 notch qualitative adjustment under the Long-Term Institutional
Characteristics, reflecting San Marino's fully euroised economy.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

Balance of payments estimates by the authorities and IMF are only
available for 2017-2021. Fitch has estimated historical and latest
data with reasonable confidence using national accounts data and
IFS international liquidity data. The data used was deemed
sufficient for Fitch's rating purposes because it expects that the
margin of error related to the estimates would not be material to
the rating analysis.

ESG CONSIDERATIONS

San Marino has an ESG Relevance Score of '5[+]' for Political
Stability and Rights as World Bank Governance Indicators have the
highest weight in Fitch's SRM and are therefore highly relevant to
the rating and a key rating driver with a high weight. As San
Marino has a percentile rank above 50 for the respective Governance
Indicator, this has a positive impact on the credit profile.

San Marino has an ESG Relevance Score of '5[+]' for Rule of Law,
Institutional & Regulatory Quality and Control of Corruption as
World Bank Governance Indicators have the highest weight in Fitch's
SRM and are therefore highly relevant to the rating and are a key
rating driver with a high weight. As San Marino has a percentile
rank above 50 for the respective Governance Indicators, this has a
positive impact on the credit profile.

San Marino has an ESG Relevance Score of '4[+]'for Human Rights and
Political Freedoms as the Voice and Accountability pillar of the
World Bank Governance Indicators is relevant to the rating and a
rating driver. As San Marino has a percentile rank above 50 for the
respective Governance Indicator, this has a positive impact on the
credit profile.

San Marino has an ESG Relevance Score of '4[+]' for Creditor Rights
as willingness to service and repay debt is relevant to the rating
and is a rating driver for San Marino, as for all sovereigns. As
San Marino has track record of 20+ years without a restructuring of
public debt and captured in its SRM variable, this has a positive
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
   -----------                   ------         -----
San Marino        LT IDR          BB Affirmed   BB
                  ST IDR          B  Affirmed   B
                  Country Ceiling A  Upgrade    BBB

   senior
   unsecured      LT              BB Affirmed   BB



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

SAMRUK-KAZYNA: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Samruk-Kazyna Invest LLP's (SKI)
Long-Term Issuer Default Ratings (IDRs) at 'BB+' with a Stable
Outlook.

The affirmation reflects Fitch's view of SKI's links with
Kazakhstan (BBB/Stable) given its role as the investment arm of
Sovereign Wealth Fund Samruk-Kazyna JSC (SK, BBB/Stable) in
promoting equity investments in targeted sectors. Its assessment of
support rating factors under Fitch's Government-Related Entities
(GRE) Criteria resulted in a score of 30 out of a maximum 60, which
combined with a Standalone Credit Profile (SCP) of 'b', leads to
SKI's IDR being two notches below Kazakhstan's rating.

KEY RATING DRIVERS

Status, Ownership and Control: 'Strong'

Fitch views SKI as a public-mission GRE ultimately owned by the
state via its sole parent SK. SKI is tasked with facilitating its
parent in equity investment market development and national
economic diversification. The state's control over SKI is adequate
via SK's corporate governance and appointment of its supervisory
council, which approves key management decisions and financial
statements.

In line with national legislation, SKI is subject to bankruptcy.
However, its proximity to the state underpins Fitch's expectations
of liability transfer to the state or its appointed agent to
prevent the entity's default.

Support Track Record: 'Very Strong'

SKI benefits from funding obtained from SK, including equity
injections and debt purchase to cover mandated activities such as
equity investments in renewable energy, agribusinesses and
processing industry. Fitch expects quasi-state resources to remain
the dominant funding for SKI's policy-driven activities over the
medium term.

Socio-Political Implications of Default: 'Strong'

A SKI default would temporarily endanger the government's economic
diversification programme and undermine its efforts to develop a
private-equity infrastructure in Kazakhstan. SKI invests in
projects in targeted sectors aimed at diversifying the national
economy, aiding the mission of its parent and promoting the
development of private-equity investment infrastructure. Given the
political sensitivities, Fitch sees significant repercussions for
the sovereign if these services stop due to a SKI default.

Financial Implications of Default: 'Moderate'

A default by SKI would have a limited impact on Kazakhstan's or
other national GREs' borrowing capacity. This is primarily due to
the modest size of its borrowing relative to other national GREs',
which Fitch projects to remain at that level over the medium term.

Fitch has revised downward SKI's SCP to 'b' from 'b+' under its
Non-Bank Financial Institutions Rating Criteria. This reflects weak
performance stemming from significant volatility of asset
valuations, large and increasing appetite for both market and
credit risks, sizable new investments with limited transparency and
a lack of record on successful exits from investments. The SCP is
also constrained by concentration and volatility due to SKI's
business model as an investment arm of SK.

SKI's assets include direct investments, bonds and also ETF
investments, which are conducted through a subsidiary, Bolashaq
Investments (Bolashaq), created in 2019.

SKI's performance in 2022 (the latest available consolidated
financial statement) was weak with a net operating loss of KZT13.4
billion, which included a one-off loss of KZT9.1 billion from early
repayment of borrowings at below-market rates. Operational losses
were also driven by negative revaluation of ETFs. Fitch understands
from management the losses were largely reversed in 2023, helped by
favourable market conditions, but persistently high sensitivity to
market risk constrains its assessment.

SKI's SCP is underpinned by adequate capitalisation and largely
liquid assets (cash: 3%), investment in bond markets (21%) and
investment in ETFs (37%). The company has no outstanding debt at
the standalone level, while all the debt of Bolashaq is US
dollar-denominated, listed on Astana International Exchange but is
held by SK or Kazakh government entities.

Derivation Summary

Fitch classifies SKI as a GRE of Kazakhstan under its GRE Criteria,
despite its indirect state ownership via SK. Under the GRE
Criteria, Fitch applies a top-down approach based on its assessment
of the strength of linkage with, and incentive to support by, the
sovereign. SKI's support score of 30 under its GRE Criteria results
in its IDR being notched down twice from the Kazakhstan sovereign
IDR. Its 'b' SCP, which at more than four notches away from the
sovereign's IDR, is not a rating driver.

National Ratings

SKI's 'AA(kaz)' National Long-Term Rating is mapped to its
Long-Term Local-Currency IDR.

Liquidity and Debt Structure

SKI's debt totalled USD369 million (KZT96.5 billion at fair value)
at end-2022, issued by Boloshaq, and is solely composed of local
unsecured bonds.

SKI's interim liquidity position is robust, underpinned by the
liquid nature of its market investments. The only near-term
maturity is a USD28 million bond (in 2024) currently held by a
related party. At end-2022 cash and cash equivalents dropped to
KZT5.6 billion (2021: KZT34.8 billion), due to accumulated year-end
losses. Its interim cash position improved slightly to around KZT8
billion at end-9M23.

Issuer Profile

SKI is a state-owned investment company with assets worth KZT173
billion in 2021-2022.

RATING SENSITIVITIES

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

Changes in SKI's links to the state, leading to weaker assessment
of the support mechanism, hence a lower support score could cause
the rating notching to widen, resulting in a downgrade. Negative
rating action on Kazakhstan would also be reflected in SKI's
ratings.

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

Positive rating action on the sovereign's IDRs may positively
affect SKI's ratings. Tighter integration with the sovereign could
lead to a narrower rating notching, resulting in an upgrade.

ESG Considerations

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

SKI's IDRs are linked to Kazakhstan's sovereign IDRs.

   Entity/Debt             Rating              Prior
   -----------             ------              -----
Samruk-Kazyna
Invest LLP        LT IDR    BB+     Affirmed   BB+
                  ST IDR    B       Affirmed   B
                  LC LT IDR BB+     Affirmed   BB+
                  LC ST IDR B       Affirmed   B
                  Natl LT   AA(kaz) Affirmed   AA(kaz)



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

ARVOS MIDCO: Moody's Lowers CFR to Ca, Outlook Remains Negative
---------------------------------------------------------------
Moody's Investors Service downgraded Arvos Midco S.a r.l.'s (Arvos)
ratings, including the corporate family rating to Ca from Caa2 and
the company's probability of default rating to Ca-PD from Caa2-PD.
Concurrently, Moody's downgraded the instrument ratings on the
backed first lien senior secured term loan B (TLB) maturing in
August 2024 for both USD and EUR tranches and the backed senior
secured revolving credit facility (RCF) maturing in May 2024 at
Arvos BidCo S.a.r.l. to Ca from Caa2. The outlook on both entities
remains negative.

RATINGS RATIONALE

The downgrade of Arvos' ratings reflects the increased risk of
default, under Moody's definition, given the approaching debt
maturities, its unsustainable capital structure, disposal execution
challenges and weak liquidity.

Arvos' instruments in the capital structure come due in the next
eight months. The EUR28 million RCF matures in May 2024, while the
EUR414 million equivalent TLB matures in August 2024. Discussions
between the company and its lenders are underway, and Moody's
expects potential losses for lenders relative to original promise
given the company's unsustainable capital structure in case of a
successful agreement.

The downgrade also reflects Moody's expectations for material
impairment for the company's creditors relative to original promise
in case of default. Arvos has not to date succeeded in deleveraging
through the disposal of part of the business, and recently
announced that the sale of its SCS division was not successful. A
disposal of a business segment of no less than 40% of Arvos' EBITDA
represented a commitment under the amend and extend agreement from
February 2021.

The 2021 amend and extend transaction was viewed as a distressed
exchange under Moody's definition. Moody's views that a disposal
and deleveraging before the upcoming RCF and TLB maturities is
highly unlikely given the increased interest rate environment
leading to lower business valuations and scarcer capital
availability, in turn translating to higher losses for creditors in
case of default.    

Arvos' capital structure is unsustainable, with Moody's-adjusted
debt/EBITDA of 8.9x as of LTM September 2023, expected weak
interest coverage and negative FCF. Arvos has not generated
positive FCF in any of the past five years. Moody's expects Arvos'
FCF generation to remain negative and does not expect operational
improvements in the next 12-18 months that would be sufficient to
offset a higher interest burden, a likely outcome of any
refinancing considering the current interest rate environment.

Moody's also takes into account Arvos' strong competitive position
in certain niches of the industrial equipment market; still solid
order backlog of EUR290 million as of September 2023, sizeable
aftermarket business supporting consistent double digit
Moody's-adjusted EBITA margins as well as modest capital spending
needs of around 1% of sales, somewhat supporting FCF generation.

ESG CONSIDERATIONS

Governance considerations have been a key driver of the rating
action reflecting the increased risk of a distressed exchange to
address Arvos' high leverage and near-term maturities.

OUTLOOK

The negative outlook reflects the increasing likelihood that Arvos
will pursue a restructuring of its debt over the coming weeks or
months, which Moody's expect will lead to material impairment for
the company's creditors relative to original promise.

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

An upgrade could arise if a sustainable capital structure is put in
place following a restructuring.

Further downward pressure on the ratings could materialize if the
company pursues a debt restructuring resulting in higher losses for
creditors than those currently assumed in the Ca rating or in case
of failure to reach restructuring agreement with lenders.

LIQUIDITY

Moody's considers Arvos' liquidity as weak. Arvos has near-term
maturities with its RCF and TLB due in May 2024 and August 2024,
respectively. The company does not have internal sources sufficient
to repay the amounts due under the RCF and TLB and therefore would
require external financing or debt restructuring. The company's
liquidity sources as of the end of September 2023 included cash
balance of EUR33 million and availability of EUR11 million under
its EUR28 million RCF. Moody's forecasts negative FCF generation in
the next 12 months with funds from operations insufficient to cover
interest payment and capital spending needs (around EUR60 million
combined).

STRUCTURAL CONSIDERATIONS

In Moody's assessment of the priority of claims in a default
scenario for Arvos, Moody's distinguishes between two layers of
debt in the capital structure. First, the senior secured RCF, the
senior secured first-lien term loans and trade payables rank pari
passu on top of the capital structure. Then, pension and lease
obligations rank behind these debt instruments. The ratings of the
first-lien instruments are aligned with the CFR at Ca. Part of
Arvos' equity is provided by way of a shareholder loan, which
Moody's consider an equity-like instrument.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Arvos Midco S.a r.l. is the parent company of Arvos BidCo S.a r.l.,
which is in turn the parent company of Arvos Group. Arvos is an
auxiliary power equipment provider that offers new equipment and
aftermarket services through two business divisions: Ljungstrom for
air preheaters (APH), including legacy products, such as APH and
gas-gas heaters for thermal power generation facilities, as well as
new diversified product groups that target renewables end market,
such as offshore wind tower parts (new products contributed around
30% of total order intake of this division in fiscal 2023); and
Schmidt'sche Schack for heat transfer solutions for a wide range of
industrial processes, mainly in the petrochemical industry
(transfer line exchangers, waste heat steam generators and
high-temperature products). In LTM September 2023, Arvos generated
sales of EUR337 million and company-adjusted EBITDA of around EUR66
million. Arvos Group is a carve-out from Alstom and is fully owned
by Triton Funds (Triton) and its management.

VENGA TOPCO: Moody's Assigns B2 Corp Family Rating, Outlook Stable
------------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
and a B2-PD probability of default rating and a stable outlook to
Venga Topco S.a.r.l ("Venga Topco"), the top entity for the Marlink
group (a leading global satellite communication solutions services
provider focused on the maritime and enterprise end-markets) that
produces audited consolidated results since fiscal year 2022.
Concurrently, Moody's has withdrawn the CFR and PDR of B2 and B2-PD
respectively at the Venga Holding S.a.r.l., a subsidiary of Venga
Topco to which Moody's had initially assigned the ratings. This is
because no audited financial results are available at Venga Holding
level. At the time of withdrawal, the outlook was stable.

Moody's has also affirmed the B2 ratings of the USD600 million
Senior Secured Loan (due 2029; recently upsized by $80 million) and
EUR250 million Senior Secured Term Loan (due 2029) issued by Venga
Finance S.a.r.l and the USD150 million Senior Secured Revolving
Credit Facility (RCF; due 2028) issued by Venga Finance S.a.r.l.
The outlook for Venga Finance S.a.r.l. is maintained at stable.

On December 7, 2023, Marlink launched a $80 million add-on to its
B2 rated first-lien Term Loan B that will be used to repay all of
the current outstanding RCF drawings (USD83 million as of September
2023). Therefore, this transaction is immediately leverage neutral
and provides the company with additional liquidity for incremental
investments in future.

"Marlink's B2 rating remains strongly positioned supported by its
strong performance in 2023 as well as the rapid de-leveraging it
has achieved during the year via EBITDA growth. Moody's expect the
company's gross Moody's adjusted leverage to be 5.0x by the end of
2023 with prospects for further de-leveraging into 2024 in the
absence of meaningful acquisitions or shareholder returns," says
Gunjan Dixit, Vice President -- Senior Credit Officer and lead
analyst on Venga Topco.

RATINGS RATIONALE

Marlink has seen solid organic revenue growth over the first nine
months of 2023 of 19% after 13% growth in 2022.

Maritime segment (75% of total revenue) has seen revenue growth of
over 24% driven by VSAT (Very Small Aperture Terminal) services
(25% year-on-year (y-o-y) growth) and MSS (Mobile Satellite
Services) (19% y-o-y). VSAT RGU growth of 11% in the first nine
months of 2023 has been driven by strong installation momentum and
stable low vessel churn of 6%. 9% YoY blended ARPU growth has been
driven by data volume combined with price increases. There was also
strong momentum on Digital revenues (+37% YoY) through continued
build-up of commercial offering and team, with focus on
cybersecurity and on-board network management services. EEG segment
(25% of total revenue) has also seen solid revenue growth of 18%
driven by VSAT revenue as well as robust growth on MSS.
Additionally, Marlink witnessed the successful integration of
Starlink service in its managed services portfolio over the past
months. For full year 2023, Moody's expect the company's overall
revenue to grow at an exceptional rate of around 20% organically.

However, Moody's expects 2024 revenue growth to soften to single
digit percentage in line with the market as (1) the strong revenue
growth of the cruise business in 2023 (below 10% of Marlink's total
revenue) is unlikely to repeat in 2024 given the operating
environment for mass cruising; (2) offshore revenue growth pace
will also recede driven by lower expected net adds to the installed
base; (3) stable revenues on yachting which saw a revenue decline
in 2023 due to pressure on ARPU; and a (4) steady growth in
merchant shipping business (which represents >50% of the overall
Maritime business) and as well as in the EEG segment.

Marlink's reported EBITDA has also grown 24% y-o-y as of September
2023. However, in 2024, Moody's expect fairly modest EBITDA growth
due to slower revenue growth expectations, and continued investment
in the expansion to value added and managed services. Therefore,
the company's EBITDA margin (26% year-to-date) is likely to see
some marginal pressure.

Marlink achieved strong deleveraging in the first nine months
ending September 30, 2023 reaching Moody's-adjusted gross leverage
of 5.0x as of the last twelve months ending September 30, 2023,
down from 5.8x in 2022. Pro-forma for the upsizing of the term loan
by $80 million without assuming RCF repayment, Moody's-adjusted
leverage would have risen to 5.4x for the last twelve months period
ended September 30, 2023. As the proceeds from this term loan
issuance will be used to repay all of the current drawings under
the RCF, the transaction is initially leverage neutral and will
provide the company with additional financial flexibility. For
2024, the company has potential to achieve further deleveraging,
provided it performs in line with its business plan and refrains
from making sizable debt-funded add-on acquisitions or dividends.

Whilst FCF on a Moody's-adjusted basis was negative in 2022 due to
exceptional items and higher capex of around 11% of revenue,
Moody's expect the company to generate positive free cash flow in
2023 and 2024 driven by top line growth and similar capital
spending in 2024 compared to 2023 as the company is investing to
capture revenue growth opportunities in the Energy segment.

The B2 CFR for Venga Topco takes into consideration (1) Marlink's
position as one of the leading provider of satellite
communications, network management, cyber security and digital
solutions for the maritime sector (2) the stability and the
recurrence of its revenue, underpinned by contracted revenue
backlog and three-year to five-year customer contracts with high
renewal rates and low churn rates; (3) the company's good revenue
and customer diversification together with the expectation of
increasing demand for new use cases and applications driven by
better satellite and traditional connectivity in remote locations.
The rating also considers (1) Marlink's reliance on satellite
operators to provide its products and services to the end
customers; (2) the competition in the industry and some risk of
disintermediation by satellite network operators (3) the moderate
exposure to cyclicality in some of Marlink's main end markets, such
as cruises and (4) the company reports its results in US Dollars
and faces foreign exchange translation risk as 50% of its operating
expenses are EUR denominated but it nevertheless uses appropriate
hedging to reduce structural foreign exchange exposure.

LIQUIDITY

Venga Topco's liquidity profile is good. The company had $58
million of cash on the balance sheet as of the end of September
2023 and has further access to $67 million of the undrawn part of
the $150 million RCF. Following the upsize of the term loan by $80
million, the company will use the proceeds to repay the drawn
portion of the RCF. Marlink does not have significant debt
maturities until 2028 when the  RCF  comes due. The RCF benefits
from a springing financial covenant under which the company
maintains adequate headroom.

ESG CONSIDERATIONS

Marlink has low exposure to environmental and social risks.
However, governance attributes have a meaningful impact given the
tolerance of the company for high leverage under the ownership of
private equity firm, Providence. Moody's nevertheless take into
consideration the good track record of the company's experienced
management team in the satellite communications industry.

STRUCTURAL CONSIDERATIONS

The PDR is aligned with the CFR, reflective of a 50% recovery
assumption. Company's debt is guaranteed by operating subsidiaries
accounting for 80% of the Consolidated EBITDA. It will be secured
by share pledges, intercompany receivables and bank accounts of
foreign subsidiary guarantors as well as an English Law floating
charge or a New York law security agreement over certain assets for
guarantors in England & Wales. In the US, it is security granted
overall assets subject to customary exclusions. Moody's has,
therefore, ranked all of the company's debt highest in the priority
of claims, together with the company's trade claims together with
lease rejection claims and pension deficit. As a result, the B2
ratings on the term loan B and RCF is in line with the CFR.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will continue to perform in line with its business plan over the
next 12-18 months. The outlook also reflects Moody's expectation
that liquidity will remain adequate and that there will not be
material debt-financed acquisitions.

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

Upward rating pressure could develop over time should: (1) the
company establish a track record of meeting its business plan
translating into strong organic revenue and EBITDA growth; and (2)
its Moody's-adjusted gross leverage fall sustainably below 5.0x;
and (3) Marlink generates healthy free cash flow (after capex) on a
sustained basis.

Negative rating momentum may develop should: (1) Moody's-adjusted
gross leverage rises above 6.0x on a sustained basis; (2) the
company's business profile weaken materially; or (3) liquidity
deteriorate.

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

COMPANY PROFILE

Marlink is a leading global satellite communication solutions and
managed digital services provider primarily focused on the maritime
industry. In 2022, the group reported revenues of USD640 million
and EBITDA of USD167 million.



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

SPRINT BIDCO: Moody's Cuts CFR to Caa1, Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service has downgraded bike-manufacturer Sprint
BidCo B.V.'s (Accell or the company) long term corporate family
rating to Caa1 from B3 and its probability of default rating to
Caa1-PD from B3-PD. At the same time, Moody's downgraded to Caa1
from B3 the instrument rating of the EUR705 million backed senior
secured term loan B (TLB) due June 2029 and the EUR180 million
backed senior secured multi-currency revolving credit facility
(RCF) due December 2028, both borrowed by Sprint BidCo B.V. The
outlook was changed to negative from stable.

"The downgrade to Caa1 reflects the strong deterioration in the
company's operating performance, which will result in negative
earnings through at least 2024 and the persistently weak
liquidity", says Giuliana Cirrincione, Moody's lead analyst for
Accell. "While the inventory reduction plan and cost-optimisation
initiatives carry execution risk in the currently difficult market
conditions, Accell's long debt maturity profile as well as Moody's
expectation of continued liquidity aid from the reference
shareholder Kohlberg Kravis Roberts & Co. LP (KKR) over the next 12
months are supportive of the rating", adds Mrs. Cirrincione.

Governance considerations, including management credibility and
track record, were key drivers of this rating action. Moody's notes
that current members of Accell's executive team are recently
appointed. However, at this stage the rating agency views Accell's
management credibility and track record as weak, reflecting the
high turnover in the executive ranks since the take-private
transaction last year, as well as the low transparency in providing
guidance amid challenging market conditions and the poor track
record of meeting financial forecasts. Over time the new team may
be able to build a track record that has a more positive impact on
Accell's credit quality than that of their predecessors.

RATINGS RATIONALE

Currently soft consumer demand in the e-bikes market has slowed
down destocking at dealers and Accell now expects a full
normalisation in inventory levels to take much longer than it had
initially envisaged. This, together with tough price competition,
has led to increased discounting and promotions and significant
inventory write-downs, prompting the company to revise
significantly downwards its EBITDA guidance for 2023 and 2024. The
EBITDA levels forecast by the company are adjusted for
restructuring and other one-off costs, which are high and will lead
to a negative EBITDA on a Moody's-adjusted basis in both 2023 and
2024.

Moody's believes that there's high execution risk on Accell's
ongoing business transformation plan and high uncertainty on its
ability to restore sustained earnings growth and generate free cash
flow over the next two to three years.

According to Moody's forecasts, Accell will continue to report
negative free cash flow (FCF) in excess of EUR300 million and
EUR130 million in 2023 and 2024 respectively.

Persistent liquidity tensions have resulted in continuously
increasing funding needs. As a result, Moody's expects that
financial leverage will remain very high beyond 2025. As its RCF
and ABL lines are fully drawn, Accell has managed to secure a
securitisation facility of up to EUR100 million due August 2028,
around half of which will be used at December 2023. The company
also anticipates that over the next 12 months it will draw
additional EUR150 million under the loan which KKR extended earlier
in the year and has now been upsized to EUR250 million. This
shareholder PIK loan is included in the Moody's gross debt
definition for leverage calculation.

Despite the lower volumes expected in Europe over the next 12-18
months as a result of weak consumer sentiment and ongoing dealers'
destocking, underlying fundamentals for the e-bike market remain
supportive. Strong consumer focus on sustainable mobility and
improving cycling infrastructure in urban areas are key drivers of
the ongoing increasing penetration of e-bikes compared to
traditional bikes.

Accell's Caa1 CFR remains supported by (1) the positive market
fundamentals, underpinned by increasing penetration of e-bikes
compared with traditional bikes; (2) its leading positions in the
fragmented European market for bicycles, especially in the e-bikes
segment; (3) the broad portfolio of well-known local brands with
good geographical diversification and strong historical heritage;
(4) the liquidity support from reference shareholder, expected to
continue over the next 12 months; and (5) its long term debt
maturity profile, with key debt instruments not maturing until
2028/29.

LIQUIDITY

Moody's considers Accell's liquidity as weak, with a cash balance
of EUR21 million as of September 2023 and fully utilised EUR180
million RCF maturing in 2028 and EUR75 million ABL revolving
facility expiring in 2028.

The commitment of the shareholder loan made available in mid-2023
has been recently upsized to EUR250 million, from EUR100 million
initially. Accell also relies on a new securitisation facility of
up to EUR100 million due August 2028, but Moody's expects
availability under this line to remain limited during 2024.

The company is subject to one springing covenant of debt to EBITDA
which is tested annually when more than 40% of the RCF is drawn.
The test level is set at 8.25x and Moody's expects the company to
remain in compliance with the covenant due to ample headroom
allowed under the debt documentation to make adjustments to debt
and EBITDA calculations.

STRUCTURAL CONSIDERATIONS

The Caa1 instrument ratings of the EUR705 million TLB due June 2029
and the EUR180 million RCF due December 2028 are aligned with the
CFR, reflecting that these facilities rank pari passu and represent
the majority of the company's debt structure. Accell also has a
EUR75 million ABL revolving line due February 2028, used to fund
its working capital swings. Given its small size relative to the
company's capital structure, the ABL does not cause any
subordination of the TLB and RCF despite its first-priority pledge
against eligible receivables and inventory in the Netherlands and
Germany. The EUR250 million PIK loan from shareholders does not
benefit from the security granted in favour of the senior secured
instruments and is included in the gross debt calculation.

The company's PDR of Caa1-PD is in line with the CFR, reflecting
the assumption of a 50% family recovery rate as customary for debt
structures with no maintenance covenants and a security package
that is limited to share pledges. The rated instruments benefit
from guarantees from material subsidiaries representing at least
80% of consolidated EBITDA.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the uncertainty on the medium-term
ability of Accell to achieve sustained earnings growth and generate
free generate cash flow to a level which would make the company's
capital structure sustainable.

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

Upward rating pressure is unlikely given the negative outlook.

However, upward pressure on the ratings would materialise in case
of stronger than expected improvement in operating performance and
cash generation such that Accell's capital structure becomes more
sustainable. An upgrade would require that (1) the liquidity
profile improves with at least neutral FCF and lower reliance on
external funding; (2) the Moody's-adjusted gross debt to EBITDA
ratio falls below 7.0x; and (3) the Moody's-adjusted EBIT to
interest coverage ratio improves to 1.5x.

Ratings could be downgraded in case of diminished commitment by KKR
to providing timely liquidity aid, and lack of progress in
improving operating performance and cash flow generation. This
would lead to a prolonged period of very high leverage and weak
interest coverage which would pose concerns over the long-term
sustainability of the company's capital structure.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Headquartered in Heerenveen, The Netherlands, Accell is the largest
bicycle manufacturer in Europe and holds the market leader position
in e-bikes which represented around 57% of its revenues in 2022.
The other market segments in which it operates are: (i) parts and
accessories (P&A, ca. 30% of revenues), (ii) traditional bikes
(T-bikes, 12%) and (iii) cargo (4%). The company generates
approximately 70% of its revenues in Central Europe and Benelux
(42% and 27%, respectively), with Germany being its largest market
(about 40% of revenues). Other markets include the UK and Ireland,
South Europe and the Nordics and account for around 30% of total
turnover. The company owns 12 national and international brands
including Haibike, Batavus and Lapierre. Since 2022, Accell is
owned by a consortium of investors led by private equity firm KKR.



===========
N O R W A Y
===========

HURTIGRUTEN GROUP: Moody's Cuts CFR to Caa2, Alters Outlook to Neg.
-------------------------------------------------------------------
Moody's Investors Service has downgraded Hurtigruten Group AS's
corporate family rating to Caa2 from Caa1, as well as the
probability of default rating to Ca-PD from Caa1-PD. Moody's
concurrently downgraded to Caa3 from Caa1 the backed senior secured
instrument ratings of Hurtigruten's bank credit facilities,
comprising a EUR655 million backed senior secured term loan B (TLB)
and an EUR85 million backed senior secured term loan B1 (TLB1),
while it affirmed the Caa1 rating of the EUR300 million backed
senior secured notes issued by Hurtigruten's indirect subsidiary
Explorer II AS. The outlook on both entities has changed to
negative from stable.

RATINGS RATIONALE

The downgrade of Hurtigruten's CFR, PDR and senior secured bank
facilities' instrument rating reflects the increased risk of
default, along with Moody's expectation of lower recovery to
majority of Hurtigruten's creditors resulting from the
recapitalisation plan announced on December 12, 2023[1]. Although
Moody's acknowledges that the proposed transaction will ultimately
strengthen the company's liquidity and balance sheet, the negative
outlook signals the that the rating agency will expect to consider
this transaction as a distressed exchange which is a default under
Moody's definitions.

Hurtigruten's weak credit metrics and liquidity persisted through
the typically strong summer season due to execution on suboptimal
commercial strategies that failed to capitalise on rising demand
for cruise travel, particularly within the higher-margin expedition
segment. As a result, Hurtigruten's gross leverage
(Moody's-adjusted) remained at unsustainable high levels, whilst
interest cover (measured as Moody's-adjusted EBITA/interest
expense) deteriorated to -0.5x and free cash flow generation (FCF,
Moody's-adjusted) remained heavily negative at - EUR168 million.

In response to the liquidity pressure placed on the business,
Hurtigruten conducted a comprehensive strategic review of its
operations and outlined a restructuring of the current capital
structure on December 14, 2023. The proposed transaction is
articulated into two stages, where the first one comprises
immediate support to the company's liquidity through a EUR74
million interim financing in December 2023. The second stage
includes (i) the provision of a new super senior secured facility
of EUR205 million (ii) deferral of around EUR50 - 55 million of
interests due in the first quarter of 2024 and conversion of a
substantial portion of cash interest into paid-in-kind (PIK); (iii)
the reinstatement in two tranches of around EUR1.0 billion of
Hurtigruten's bank credit facilities, with around one third
remaining at Hurtigruten's level and the remainder reinstated
higher up in the structure and (iv) the maturity extension of bank
credit facilities reinstated at Hurtigruten's level to June 2027,
alongside maturity extension of bank credit facilities reinstated
at the holding company's level to five years post-closing. This is
expected to become effective upon the transaction closing in
February 2024.

Moody's expects to consider the proposed conversion of cash
interest to PIK in the first quarter of 2024 as a distressed
exchange, which is tantamount to a default under the rating
agency's definition. The conversion of cash interest to PIK entails
an economic loss to Hurtigruten's lenders and thus corresponds to a
failure to meet debt service obligations outlined in the original
debt agreements. More positively, Moody's expects to reassess
Hurtigruten's rating positioning upon completion of the
transaction, taking into consideration the expected strengthened
liquidity position and extended debt maturity profile on the back
of the proposed recapitalisation.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Governance considerations are material to the rating action and
related to Hurtigruten's aggressive financial policy that reflects
in historically very high financial leverage and tight liquidity
that exacerbated the pressure on the business at times of weak
operating performance.

LIQUIDITY

Hurtigruten's liquidity is weak. Persistent negative FCF generation
has progressively eroded the company's unrestricted cash position.
This amounted to EUR27 million as at September 30, 2023 but
deteriorated through November 2023, prompting the request to waive
the minimum liquidity covenant associated to the senior facilities.
Moody's assessment also considers the company's lack of sizeable
sources of external liquidity. Looking ahead, successful execution
of the proposed restructuring would ultimately strengthen
Hurtigruten's liquidity given the planned conversion of cash
interest to PIK and the contemplated injection of additional
liquidity injection.

STRUCTURAL CONSIDERATIONS

The Caa3 rating on Hurtigruten's bank credit facilities is one
notch below the company's CFR of Caa2 and commensurate with Moody's
expected recovery to creditors under the proposed recapitalization
transaction. The EUR300 million bond issued by Explorer II AS is
outside of the proposed transaction's perimeter and is secured by
vessels bearing a high collateral value relative to the bank credit
facilities': this supports Moody's expectation of recoveries to
creditors commensurate with a Caa1 rating.

OUTLOOK

The negative outlook reflects the increased risk of a default or a
distressed exchange (which constitutes a default under Moody's
definition).

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

Given the negative outlook, a rating upgrade is currently unlikely
and would nevertheless require a meaningful improvement in
operating performance, liquidity and, ultimately, in Moody's
assessment of the sustainability of Hurtigruten's capital
structure.

Conversely, Hurtigruten's ratings could be downgraded further on
the back of the increased likelihood of a default if such default
would likely result in a more meaningful loss to creditors.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Hurtigruten is a Norwegian cruise ship operator that offers cruises
along the Norwegian coast, expedition cruises and land-based Arctic
experience tourism in Svalbard. In the first nine months of 2023,
Hurtigruten reported revenue of EUR512 million (2022: EUR441
million) and company-defined adjusted EBITDA of EUR58 million
(2022: EUR46 million).



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

SAS AB: Egan-Jones Retains C Senior Unsecured Ratings
-----------------------------------------------------
Egan-Jones Ratings Company, on December 4, 2023, maintained its 'C'
foreign currency and local currency senior unsecured ratings on
debt issued by SAS AB. EJR also withdraws the rating on commercial
paper issued by the Company.

Headquartered in Stockholm, Sweden, SAS AB offers air
transportation services.




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

MERSIN ULUSLARARASI: S&P Upgrades ICR to 'B+', Outlook Positive
---------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit and issue
ratings on Mersin Uluslararasi Liman Isletmeciligi A.S. (Mersin
International Port; MIP) and its senior unsecured debt to 'B+' from
'B'.

S&P said, "All else being equal, we could raise our ratings on MIP
if we revise up our T&C assessment on Turkiye to 'BB-' and MIP
continues to pass our sovereign stress test.

"The upgrade of MIP follows our rating action on Turkey. On Nov.
30, 2023, we revised to positive from stable the outlook on our 'B'
unsolicited long-term sovereign credit ratings on Turkiye and
affirmed all our foreign and local currency sovereign credit
ratings, including our 'trA/trA-1' unsolicited national scale
rating on the sovereign. We also revised up our unsolicited T&C
assessment to 'B+' from 'B'. This follows Turkiye's new economic
team that has taken a series of steps to restore confidence in
Turkish lira (TRY) assets, rebalance the economy, and ease the
regulatory burden on the key financial sector. The rate of
inflation has peaked, and we expect it will fall to average 53.7%
year on year in 2023 and 50.3% in 2024, from a 72.3% high in 2022.
We expect the lira will continue to depreciate gradually against
the U.S. dollar over the next two years. However, this will be at a
slower pace than in previous years, with the exchange rate
remaining below TRY30 to $1 until year-end 2023, followed by a
depreciation to TRY40 in 2024 and TRY42 in 2025, from TRY18.7 in
2022.

"We rate MIP one notch above the 'B' long-term foreign currency
sovereign rating on Turkey.This is owing to our analysis of the
company under our sovereign default stress test. The test includes
both economic stress and a potential currency devaluation, which
translates into a 30% stress on the terminal's EBITDA. Under such a
scenario, the company meets our liquidity requirement--namely a
ratio of sources to uses of 1x. We believe MIP will pass our stress
test on a sustainable basis thanks to its strong cash flow
generation and prudent liability management, with a positive track
record of refinancing maturities 12 months ahead.

"However, we cap our long-term foreign currency rating on MIP at
the level of our Turkish T&C assessment, 'B+'. Even though most of
MIP's cash is held in U.S. dollars--60% of revenue is collected in
U.S. dollars and the remainder in Turkish lira and converted to
hard currency--revenue is fully collected in onshore accounts. This
exposes MIP to Turkiye's monetary, financial, and economic
policies. We think these policies could lead to obstacles in
repatriating export proceeds and converting them to local currency,
restrict MIP's access to foreign currency and stop the port
converting local revenue to hard currency, and limit money
withdrawals to service foreign senior debt. Furthermore, close to
half of the business comes from import volumes, which are
intrinsically linked to the industrialized cities surrounding MIP
and reliant on domestic trends and dynamics. Therefore, we rate MIP
'B+'.

"The timely and successful refinancing has reduced liquidity
concerns. The company issued 8.25%, $600 million notes due in
November 2028 to repay the 5.375%, $600 million notes due in 2024.
This strengthens MIP's liquidity position and extends the maturity
profile, which we see as credit positive.

"The positive outlook on our long-term issuer credit rating on MIP
mirrors that on Turkiye and indicates the likelihood that we raise
the ratings by one notch if we revise up our T&C assessment on
Turkiye. Our assessment of MIP's SACP reflects our expectation that
the company will maintain solid operating and financial
performance, with S&P Global Ratings-adjusted debt to EBITDA of
2.0x-2.5x, coupled with adjusted funds from operations (FFO) to
debt of more than 30% on a three-year weighted-average basis.

"We could revise the outlook back to stable if we revise the
sovereign outlook to stable."

Although it would not affect the rating and is unlikely for now,
S&P could also revise down the SACP if FFO to debt deteriorates
below 30% and debt to EBITDA rises above 3x over a prolonged
period. This could, for instance, occur in the absence of a
sufficiently credit-supportive dividend policy during the 2024-2026
expansionary capital expenditure (capex) period.

MIP is in a highly seismically active country and exposed to
physical risk. Although the asset remained unaffected by recent
earthquakes in February 2023, S&P saw a decline in trade volumes at
the port considering the severe damage to the country's
infrastructure, industries, and cross-country supply side systems.
The company benefits from being in a region that is classified as a
third-degree seismic zone, therefore, the impact of any earthquakes
is expected to be less severe. However, this remains a risk for the
asset and its operations considering the connection with hinterland
activities.




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

ACCIDENT CLAIMS: Goes Into Administration
-----------------------------------------
John Hyde at The Law Society Gazette reports that another personal
injury brand has disappeared from the scene as the market continues
to contract after years of government-imposed reform.

Liverpool based Accident Claims Lawyers Limited was put into
administration last week, The Law Society Gazette relates.
According to The Law Society Gazette, court documents show that the
company applied in November to begin the insolvency process through
accountancy firm Leonard Curtis.

The Accident Claims Lawyers website has been shut down and all
recent traces of the firm on social media appear to have
disappeared, The Law Society Gazette notes.  It is understood that
the firm's owners had already intended to wind down operations but
that funders pulled the plug early and prompted the sale of work in
progress, with 20 staff made redundant, The Law Society Gazette
states.

The most recent annual accounts for Accident Claims Lawyers Ltd,
for the 14 months to December 31, 2021, show the company had net
liabilities of around GBP2.3 million, The Law Society Gazette
discloses.

It had GBP401 in cash reserves and work in progress worth GBP2.1
million, but creditors were owed GBP4.4 million within a year,
according to The Law Society Gazette.  The scale of decline since
then is shown by the fall in headcount from 110 at the end of 2021,
The Law Society Gazette relays.

According to The Law Society Gazette, in a statement, the firm
said: "In response to government reform of the PI market, the board
took the decision in 2022 to run-off the remaining case files.  We
have worked closely with Recovery First on the handover of files
and we have now entered voluntary administration.  Spirant Group is
unaffected by this."


BENCHMARK LEISURE: Water Park May Reopen Next Year
--------------------------------------------------
BBC News reports that a North Yorkshire water park could reopen
next year after the attraction was taken into council control.

Alpamare, in Scarborough, closed after operators Benchmark Leisure
Ltd went into administration, despite receiving millions of pounds
of public money, BBC relates.

North Yorkshire Council took possession of the site earlier, saying
contractors would assess the park in order to consider its future
use, BBC recounts.

However, it said it hoped the park could reopen for the "summer
season", BBC notes.

According to BBC, Kerry Metcalfe, the council's assistant director
for commercial, property and procurement, said: "I can confirm we
have taken possession of the former Alpamare water park in
Scarborough.

"We are committed to ensuring that all the necessary assessments
and work is undertaken in a thorough and professional manner and
that we consider all options for the future operation of the site.

"Through this, it is hoped that measures will be in place to open
the facility in time for the main 2024 summer season.  We will keep
the public updated as the necessary work progresses."

The GBP14 million park opened in 2016 and featured indoor and
outdoor pools, waterslides and a spa.  In 2022, figures showed
Benchmark still owed GBP7.8 million of public money, BBC states.


CD&R GALAXY: Fitch Lowers LongTerm Issuer Default Rating to 'CCC+'
------------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Rating
(IDR) of Galaxy US Opco Inc., CD&R Galaxy Luxembourg Finance
S.a.r.l. and CD&R Galaxy UK Intermediate 3 Limited, collectively
Vialto Partners, to 'CCC+' from 'B'. Vialto's first-lien term loan
has also been downgraded to 'B'/'RR2' from 'BB-'/'RR2'.

The downgrades reflect Fitch's expectations of sustained weakness
in Vialto's EBITDA generation relative to prior estimates. FCF is
forecast to be negative considering various costs, interest
payments and strategic investments to capture growth opportunities.
They also reflect expectations of elevated leverage and degree of
execution risk surrounding the company's strategy.

KEY RATING DRIVERS

Negative FCF: Vialto had meaningful separation and employee-related
costs in 2022-2023 that absorbed most of the company's cash and
were materially higher than anticipated at the outset of separation
from PwC. This led to negative FCF, which was partially funded with
a $200 million of equity infusion. Fitch expects interest payments
and cash costs required to achieve projected cost savings to lead
to negative FCF at least over the next couple of years, although at
a progressively moderating pace. Fitch believes the company's
liquidity position is adequate.

Elevated Leverage: Fitch projects leverage (debt/EBITDA) will be
around 10x with only modest deleveraging as the company grows
EBITDA in the coming years. Interest payments and to lesser extent
one-off items and investments will result in negative FCF. The
company drew on its revolver the quarter ended Sept. 30, 2023, and
Fitch expects the company will continue to use this facility over
the coming years to fund cash flow deficits.

Execution Risk: Fitch believes the largely recurring nature of the
company's revenue and adequate liquidity provide some support to
its credit profile over the next few years. However, there is
significant execution risk related to whether the company's
strategic investments and cost initiatives will ultimately lead to
meaningfully higher revenue and positive FCF generation. Absent
extraordinary shareholder measures, Vialto's credit profile will
deteriorate if EBITDA and FCF underperformance continues.

Separation from PwC: Vialto Partners became a newly branded entity
in April 2022 after its acquisition from Pricewaterhouse Coopers
(PwC) by Clayton, Dubilier & Rice (CD&R) in 1H22. The functional
separation has been highly complex and costly, leading to much
weaker financial performance than initially expected. Positively,
customer retention, which was high historically, has continued as a
stand-alone firm.

Stable Revenue Base: Fitch views the business as highly recurring.
Vialto generates a majority of its revenue from multi-year,
cross-border tax services contracts with a client base of more than
2,000 customers across numerous industries (technology, energy,
manufacturing, and others). Average tenure of its top 100 clients
is 12 years, and Fitch believes there is a meaningful amount of
stickiness inherent in the business due to taxes being a required
annual service.

Limited Scale & Diversification: Despite Vialto's strong market
presence in its core mobile tax solutions end market, the company
lacks scale. It also has limited business mix diversification, with
94% of its revenue from workforce tax solutions and
immigration-related services (e.g., compliance and consulting
services for work permits, visas). There is also no material
geographic concentration, with the U.S. and Mexico being its
largest exposure at slightly under 30% of revenue.

Solid Market Position: Fitch views Vialto's strong and stable
competitive position in corporate tax solutions for mobile
workforces as a credit positive. This is a fairly sticky business
that includes multi-year contracts and should provide earnings
visibility over time. Workforce tax solutions constitutes nearly
all of Vialto's revenue and profitability, although the company is
growing in adjacent areas including immigration services,
cross-border payroll/compensation-related issues and other HR
compliance related services.

The company has a significant market share in its core end market
and competes with the Big-4 accounting firms. It also competes with
law firms, relocation management companies and other services
businesses.

DERIVATION SUMMARY

Vialto Partners is a leading provider of tax-related global
mobility solutions for corporate employees working across borders
and immigration services. The company has a strong global market
presence and is one of the leading providers for cross-border
corporate tax services. Fitch reviews the issuer versus other
business service companies and considers a range of qualitative and
financial factors in deriving the rating. Relative to Fitch-rated
peers, Vialto is well positioned in terms of its market presence,
and stability of its business. However, it has relatively smaller
scale and lower margins versus certain Fitch-rated business
services peers. Vialto has elevated leverage and weak interest
coverage.

The company is meaningfully smaller than certain Fitch-rated
business services peers including S&P Global Inc. (A-/Stable),
Moody's Corporation (BBB+/Stable) and Verisk Analytics, Inc.
(BBB+/Stable). Vialto has limited diversification of services
versus other issuers in the business services space when measured
as a percentage of revenue. Given small EBITDA scale, elevated
gross leverage and limited business diversification, Fitch believes
the company is well positioned at the 'B' IDR category or lower.

KEY ASSUMPTIONS

- Revenue grows by 3% to 4% over the ratings horizon;

- EBITDA margins benefit from incremental flow-through from higher
revenue and savings realized from various planned cost saving
initiatives;

- Gross leverage declines modestly in the next few years, but
remains elevated;

- FCF is negative due to interest rates and costs to achieve
various cost saving initiatives;

- Benchmark interest rates of around 5.5% in FY24, 4.5% in FY25 and
4.0% in FY26.

RECOVERY ANALYSIS

For entities rated 'B+' and below, where default is closer and
recovery prospects are more meaningful to investors, Fitch
undertakes a tailored, or bespoke, analysis of recovery upon
default for each issuance. The resulting debt instrument rating
includes a Recovery Rating or published 'RR' (graded from RR1 to
RR6) and is notched from the IDR accordingly. In this analysis,
there are three steps: (i) estimating the distressed enterprise
value (EV); (ii) estimating creditor claims; and (iii) distribution
of value. Fitch assumes Vialto would emerge from a default scenario
under the going concern (GC) approach versus liquidation.

Fitch's GC EBITDA is in the range of $130 million. This forecast
EBITDA assumes mis-execution and/or revenue loss from some of
Vialto's largest customers.

An EV multiple of 7x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. This is in-line
with recovery assumptions used for certain other business services
companies rated by Fitch.

RATING SENSITIVITIES

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

- (CFO-capex)/debt sustained above 0%;

- Vialto increases scale and/or further diversifies its mix of
services;

- EBITDA interest coverage sustained above 1.5x.

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

- Meaningful liquidity deterioration;

- Expectations of sustained negative FCF margins below mid-single
digits;

- An expectation of a near-term distressed debt exchange (as
defined by Fitch) or that a default, bankruptcy or restructuring is
increasingly likely.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: The company had approximately $60 million of
cash on the balance sheet as of Sept. 30, 2023, and $96 million
undrawn under its $200 million senior secured revolving credit
facility. Fitch expects the company to generate negative FCF in
FY24 mainly driven by interest expenses and investments to drive
cost efficiencies and growth opportunities. The ability of the
company to improve its FCF profile will hinge primarily on the
interest environment and the success of its cost and revenue
initiatives.

Debt Profile: Vialto's debt structure as of September 2023
includes: (i) a $962 million first lien term loan B maturing in
2029, (ii) a $400 million second lien term loan maturing in 2030,
and (iii) $104 million drawn on its first lien secured revolver
maturing in 2027. Debt amortizations are $10 million per year.

ISSUER PROFILE

CD&R Galaxy UK Intermediate 3 Limited (dba, Vialto Partners) is a
leading provider of tax-related global mobility solutions for
corporate employees working across borders and immigration
services. Vialto also provides ancillary corporate HR-related
services including immigration compliance for work permits and
visas, cross-border payroll reporting & tracking solutions and
various other services.

ESG CONSIDERATIONS

CD&R Galaxy UK Intermediate 3 Limited has an ESG Relevance Score of
'4' for Governance Structure due to its current ownership structure
including a private equity owner controlling the company, which has
a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

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

   Entity/Debt              Rating          Recovery   Prior
   -----------              ------          --------   -----
Galaxy US Opco Inc.   LT IDR CCC+ Downgrade            B

   senior secured     LT     B    Downgrade   RR2      BB-

CD&R Galaxy
Luxembourg Finance
S.a.r.l.              LT IDR CCC+ Downgrade            B

   senior secured     LT     B    Downgrade   RR2      BB-

CD&R Galaxy UK
Intermediate 3
Limited               LT IDR CCC+ Downgrade            B

DIGNITY FINANCE: Fitch Lowers Rating on Second Lien Notes to 'C'
----------------------------------------------------------------
Fitch Ratings has downgraded Dignity Finance plc's class B notes to
'C' from 'CCC'. The 'BB+' rating of Class A notes are maintained on
Rating Watch Negative (RWN).

   Entity/Debt                Rating                        Prior
   -----------                ------                        -----
Dignity Finance Plc

   Dignity Finance
   Plc/Project Revenues
   - Second Lien/2 LT      LT C   Downgrade                 CCC

   Dignity Finance
   Plc/Project Revenues
   - First Lien/1 LT       LT BB+ Rating Watch Maintained   BB+

RATING RATIONALE

The downgrade of the class B follows the noteholders' approval of
the consent solicitation process launched in 20 November 2023 to
redeem class A and B notes.

Class A noteholders would be fully redeemed, if this consent
solicitation process is executed. Class B notes would instead be
redeemed at 84.25% of their outstanding notional. A partial
repayment would constitute a default of the class B notes according
to Fitch's methodology. Therefore, class B notes have been
downgraded to 'C' reflecting the notes to be near default.

The RWN reflects the execution risk on the company's deleveraging
plan. Resolution could take place beyond the next six months.

KEY RATING DRIVERS

Industry Profile - Midrange

Weakening Operating Environment

The acceleration of price competition and Dignity's response with
an alternative low-priced range of products and more flexible
packages highlight the growing exposure of the funeral business to
discretionary spending and behavioural changes. The recent interest
of the Competition and Markets Authority and HM Treasury in the
funeral and crematoria business increases uncertainty over the
regulatory framework, in Fitch's view.

In addition, the pandemic facilitated the trend towards unattended
funerals and simplified cremations, which together with increased
price competition and transparency, represent structural changes to
the sector, weakening Dignity's operating environment.

Fitch views volume risk as limited, with predictable long-term
demand.

Operating Environment - Midrange; Barriers to Entry - Midrange;
Sustainability - Stronger

Company Profile - Midrange

Declining Long-Term Stability

Dignity's ability to increase tariffs across all business segments
has reduced as a consequence of consumers' more price-conscious
behaviour and the company's strategy to re-gain market share. Fitch
therefore expects the positive effects of the new strategy to be
delayed and margins to remain under pressure in the medium term.
Financial performance has substantially worsened over the last two
years.

Financial performance - Weaker; Company Operations - Midrange;
Transparency - Stronger; Dependence on Operator - Midrange; Asset
Quality - Midrange

Debt Structure (Senior tranche level) - Stronger

Solid Debt Structure

The notes are fixed-rate and fully amortising, benefiting from a
strong UK whole business securitisation (WBS) security package as
well as strong structural features such as a tranched liquidity
facility and high thresholds for both restricted payment conditions
and the financial covenant.

Debt Profile - Stronger; Security Package - Stronger; Structural
Features - Stronger

Debt Structure (Mezzanine Tranche Level) - Midrange

Contractually Subordinated Class B Notes

Fitch assesses the class B notes' debt structure as weaker than
that of the class A notes, reflecting their contractual
subordination and late maturity in 2049. The very long-dated
maturity of the class B notes makes them vulnerable to further
re-shaping of the industry and Dignity's weakening profitability.

Debt Profile - Midrange; Security Package - Midrange; Structural
Features - Stronger

Financial Profile

Under the Fitch Rating Case, Fitch gives credit to Dignity's
deleveraging plans to partially prepay the class A noteholders by
disposing of seven crematoria assets. The rent-adjusted lower of
the average and median FCFR DSCR is 1.4x for the class A notes and
0.9x for the class B notes.

PEER GROUP

Dignity has no direct peers due to its unique industry within the
Fitch WBS universe. The closest peer is CPUK Finance Limited (class
A notes: BBB/Stable), which operates in the holiday and leisure
industry. Dignity benefits from a stronger, albeit weakening
industry profile than CPUK. CPUK is even more exposed to
discretionary spending and volume fluctuations, which makes the
projection of long-term cash flows challenging. Dignity's financial
performance is substantially weaker than CPUK's.

RATING SENSITIVITIES

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

Class B

- Partial repayment of Class B Notes would result in default

Class A

- Continuous deterioration of issuer cashflow generation

- Significant delays in executing the proposed deleveraging plan

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

Class B

- Probability of full repayment of the class B notes increases

Class A

- Material improvement in cash generating ability and
profitability

- Successful execution of the deleveraging plan

TRANSACTION SUMMARY

Dignity Finance Plc is a financing vehicle for the securitisation
comprising 690 funeral homes and 44 crematoria as at September
2023. The Dignity group is the UK's second-largest provider of
funeral services and the largest provider of crematoria services.

CREDIT UPDATE

Cash Flows in Decline

The transaction's cash flow-generating ability has substantially
weakened over the last four years. The securitisation's EBITDA was
GBP30.8 million in the 52 weeks ending 29 September 2023, down
14.7% from March 2023. The reported FCF DSCR (without equity cure)
was 0.6x as of 29 September 2023.

Cost Pressures Reduced Margins

Dignity faces various pressures from increasing staff, energy,
regulatory costs and the high cost of funeral plans due to changes
in regulations and costs associated with funeral plans that were
rescued from non-FCA compliant providers. It is unable to fully
pass on these cost increases to customers due to increased price
competition.

Covenant Waiver to Avoid Default

On 4 September 2023, the class A bondholders consented to
reinstatement of the covenant waiver for 15 months covering five
covenant tests starting from December 2023. The DSCR calculation
definition was changed to allow for paydowns of the class A notes
to be factored into the calculation of debt service on a pro-forma
basis as though the pay-down took place at the start of the period.
Equity cures would need to be implemented as a condition to the
waiver but there would not be a cap on the equity cure amount as
per the previous consent solicitation process.

Dignity Plc injected a total equity of GBP32.7 million in the 52
weeks ending 29 September 2023, of which GBP19.8 million was used
to cure the financial covenant and the remaining GBP12.9 million
was an additional cash transfer to fund maintenance capex and pay
fees related to the business restructuring and transition of rescue
plans. The waiver and equity injections prevented a breach of the
financial covenant, the appointment of a financial advisor and,
potentially a borrower level event of default.

Partial Asset Sale for Debt Service Relief

On 29 September 2022, the issuer obtained consent from the class A
bondholder to sell seven crematoria. The freehold and leasehold
assets reside outside the securitisation but the trade associated
with them is within the securitisation. Another consent
solicitation process in August 2023, allowed GBP70 million to be
drawn from a variety of sources and not just a sale of the selected
crematoria assets and extend the period of the pay down of the
GBP70 million to the end of December 2024.

Upon the sale, Dignity Plc is required to inject a minimum GBP70
million into the securitisation to partially prepay some of the
class A notes in consideration for the assets leaving the security
group. Should the net proceeds be higher than the minimum amount of
GBP70 million, the excess amount will also enter the securitisation
and the company is obliged to apply these amounts (net of certain
transaction costs) towards prepayments. This prepayment of GBP70
million at December 2024 will lower debt service and provide some
relief to the issuer in servicing the notes.

On 20 November 2023, the company launched a consent solicitation
process, with a proposal to redeem class A notes in full at 100% of
the outstanding and class B notes at 84.25% of the outstanding and
collapse the WBS structure. This consent solicitation process was
approved as per the results of the noteholder meetings. The
implementation plan with regard to this proposal will be announced
by Dignity in June 2024. If this proposed plan is to be implemented
there will be further amendments to the documentation with regard
to prepayment clauses and permitted actions to be carried out in
connection with the refinancing event.

Liquidity

At end-September 2023, the securitisation had around GBP4.4 million
of cash available for operating purposes in addition to a committed
and undrawn GBP55 million liquidity facility. In addition, Dignity
Plc has entered into a GBP50 million loan facility agreement with
Phoenix UK Fund Ltd, which was fully drawn in 1H23 to meet
obligations and pay expenses relating to the acquisition of Dignity
plc. Fitch did not include the loan in its analysis. Instead the
full repayment of the notes in the rating case relied on the
drawings of the liquidity facility.

FINANCIAL ANALYSIS

Key assumptions within the rating case are:

- Sale of seven crematoria with GBP70 million of net proceeds
applied to prepayment of the class A notes

- Underlying average revenue per funeral at GBP2,384 and market
share at 12.1% in 2023. Market share to gradually rise towards
12.7% in the long term

- Underlying average revenue per cremation at GBP1,112 in 2023 and
GBP1,150 in 2024

- Higher-than-average mortality rates to persist in the short term,
and long-term mortality growth in line with Office of National
Statistics forecast

- Margins for funeral services below 15% and for cremation below
60%

- Maintenance capex of around 5% of revenue

ESG CONSIDERATIONS

Dignity Finance Plc has an ESG Relevance Score of '4' for Human
Rights, Community Relations, Access & Affordability due to
increased price competition in the funeral sector and general
affordability, which has a negative impact on the credit profile,
and is relevant to the ratings in conjunction with other factors.

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

EVENTS GEAR: Enters Administration, Halts Operations
----------------------------------------------------
Kerry Coupe at LincsOnline reports that seven people have lost
their jobs days before Christmas after an event equipment hire
company went into administration.

According to LincsOnline, Events Gear, which was based in Grantham
and was set up in 2021, has ceased trading after attempts to secure
investment to safeguard the business were unsuccessful.  

All seven employees have been made redundant, LincsOnline
discloses.

A sale of Events Gear's equipment and stock is taking place through
an online auction, LincsOnline states.

Steven Wiseglass, a director at Manchester-based Inquesta Corporate
Recovery and Insolvency, has been appointed as administrator,
LincsOnline relates.

Mr. Wiseglass, as cited by LincsOnline, said: "It's sad to see
redundancies at any time, but especially so close to Christmas.

"We have instructed JPS Chartered Surveyors to conduct an auction
of all the equipment and stock and hopefully provide a good return
to creditors."


HIPGNOSIS SONGS: Delays Release of First-Half Results
-----------------------------------------------------
Oliver Ralph, Simon Foy and John Aglion at The Financial Times
report that Hipgnosis Songs Fund has delayed the release of its
first-half results after the music rights owner expressed concern
over the value of its assets.

The London-listed group said on Dec. 19 a valuation it had received
from an independent valuer was "materially higher" than that
implied by recent deals in the music rights industry, the FT
relates.

After consulting Hipgnosis Song Management, which helps manage the
listed music fund, it decided to push back the publication of its
first-half results, the FT discloses.  It now expects to publish
its results by the end of December, the FT states.

Hipgnosis Songs Fund was founded by former band manager Merck
Mercuriadis in 2018, who sought to turn music rights into a
mainstream asset class during the era of low interest rates.
However, higher interest rates have pushed up the "discount rate"
that is used to calculate asset values into the future, cutting
song right valuations, the FT notes.

The decision to delay the results is the latest blow to Hipgnosis,
whose shares have fallen by a fifth this year, the FT says.

The company already faces doubts over its future after investors
rejected its attempt to secure a further five-year mandate in
October, the FT relays.

According to the FT, in a statement on Dec. 19, Hipgnosis Songs
Fund said "the valuation the company received from its independent
valuer is materially higher than the valuation implied by proposed
and recent transactions in the sector".

It highlighted a proposed US$417.5 million transaction to sell a
large portfolio of its music rights to a fund owned by private
equity group Blackstone, representing a discount of 24% to the
portfolio's valuation at the end of March, the FT states.  That
deal was blocked by investors in October.  It also pointed to a
sale this month that offloaded US$23.1 million of non-core assets
at a 14% discount, the FT discloses.


INTERCHOICE LIMITED: Set to Go Into Liquidation
-----------------------------------------------
John Corser at Express & Star.com reports that a coach holidays
business that has operated in the Wolverhampton area for many years
is set to go into liquidation.

A virtual meeting of the creditors of Interchoice Limited, which
has its registered office at Granville House, Tettenhall Road, will
take place this Friday, Dec. 22 at 10:00 a.m., Express & Star.com
relates.

It has been convened by director John Evitt through insolvency
business Begbies Traynor, Express & Star.com discloses.

According to Express & Star.com, Mr. Evitt said the business was no
longer trading.

"We, like many other trade operations, have been affected in the
past by the Covid situation," Express & Star.com quote Mr. Evitt as
saying.

JD WETHERSPOON: Egan-Jones Retains CCC+ Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 15, 2023, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by J D Wetherspoon PLC. EJR also withdraws the
rating on commercial paper issued by the Company.

Headquartered in Watford, United Kingdom, J D Wetherspoon PLC owns
and operates group of pubs throughout the United Kingdom.



LIVERPOOL VICTORIA: S&P Affirms 'BB+' Rating on GBP200MM Sub Notes
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term issue rating on the
subordinated notes issued by Liverpool Victoria Financial Services
Ltd. (LVFS or the group; BBB/Stable) that have been transferred to
the newly incorporated LV Bonds PLC, a wholly owned subsidiary of
LVFS.

On Oct. 18, 2023, LV Bonds PLC assumed the obligations of the of
the mutual's remaining GBP200 million subordinated debt (originally
issued by LVFS in 2013). At the same time, LVFS agreed to
unconditionally guarantee (on a subordinated basis) the obligations
of LV Bonds PLC under the notes. LV Bonds PLC has also entered into
a loan agreement with LVFS for the same amount, which has gained
regulatory approval as Tier 2 capital.

S&P said, "As the subordinated notes are unconditionally guaranteed
(on a subordinated basis) by LVFS and there is no change in any
other terms and conditions of the notes, we affirmed the rating on
the subordinated debt. We also have not changed our treatment of
these instruments in our analysis of the group's capital
adequacy."


MARKS AND SPENCER: Egan-Jones Retains B Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 12, 2023, maintained its
'B' foreign currency and local currency senior unsecured ratings on
debt issued by Marks and Spencer P.L.C.

Headquartered in London, United Kingdom, Marks and Spencer P.L.C.
operates a chain of retail stores.


PIZZAEXPRESS: S&P Alters Outlook to Negative, Affirms 'B-' ICR
--------------------------------------------------------------
S&P Global Ratings revised the outlook to negative from stable and
affirmed its 'B-' long-term issuer credit rating on PizzaExpress,
its 'B+' issue rating on the super senior revolving credit facility
(RCF), and its 'B-' issue rating on the senior secured notes.

The negative outlook reflects the possibility that S&P could lower
the ratings if the company's operating performance is weaker than
our base case, resulting in a tighter liquidity position,
persistently and materially negative FOCF after leases, or EBITDAR
to cash interest and rents falling to less than 1.2x.

Cost headwinds and a tight competitive environment are set to hit
PizzaExpress' margins harder than expected in 2023, and could delay
recovery for the next two years. S&P said, "We revised up our
forecast of revenue to GBP458 million in 2023 and GBP482 million in
2024, compared to the previous forecast of GBP449 million in 2023
and GBP477 million in 2024. This is thanks to stronger
like-for-like annual growth in the dine-in (helped by the loyalty
program and recovery in the international market) and expansion of
the dine-out segment in the first three quarters, although we
expect full-year, like-for-like growth to decelerate as negative
quarterly dynamics continue in the fourth quarter. This is in line
with unfavorable industry trends, reflecting the fiercely
competitive trading environment and lower consumer discretionary
spending in the U.K. High food costs, rising operating expenses,
and persistent inflation in labor costs have softened margins more
than we expected in 2023 to date, notwithstanding the topline
scaling up from pandemic levels. While our adjusted EBITDA margin
approached 18% in the quarter to Oct. 1, 2023, we think that
discounts and promotions, store costs, and exceptional costs will
weigh on fourth-quarter results, and therefore forecast our
adjusted EBITDA margin at about 16% in 2023. We expect some
normalization in cost inflation in 2024, including energy and some
food categories, while efficiency measures will partially offset
the announced increase in national minimum wage in the U.K. All
these developments should translate into a mild margin improvement
to about 18% in 2024 and 19% in 2025."

S&P said, "Weakening profitability, hefty lease payments, and
sizable interest expense weigh on our cash flow forecast and cash
balances. The prolonged margin recovery could constrain FOCF after
leases for the next two to three years, after we already expected
negative ranges in our previous forecast. With the rent payments of
about GBP40 million in 2023 and up to GBP45 million in 2024, and
cash interest expense of about GBP22 million, management of working
capital and capex will be crucial for the group if weak earnings
growth persists. Assuming annual capex of GBP25 million-GBP30
million, we forecast FOCF after leases of up to negative GBP15
million annually in 2023 and 2024. During 2023, cash balances have
declined every quarter to bottom out at about GBP40 million as of
Oct. 1, 2023, down from the GBP74 million as of year-end 2022. We
forecast cash of about GBP60 million by year-end 2023, driven by
seasonal unwinding of the working capital position and some
earnings expansion. For 2024, we forecast year-end cash of GBP46
million. However, a substantial increase in seasonal working
capital fluctuations stemming from topline growth or volatility
could lead to further erosion of intra-year cash balances and
liquidity.

"We expect the capital structure to remain highly leveraged, with
S&P Global Ratings-adjusted debt to EBITDA at 6x-7x and
persistently low EBITDAR coverage of 1.2x in 2023 and 1.3x in 2024.
Notwithstanding the benefit of the fixed-rate debt and a steady
annual cash interest expense, slower EBITDA recovery stressed
EBITDAR coverage prospects and drove up leverage more than we
expected. As of third-quarter 2023, the group holds about GBP331
million of financial debt and GBP173 million of lease liabilities,
with rolling-12-month adjusted EBITDA of about GBP74 million,
leading to S&P Global Ratings-adjusted debt to EBITDA of 6.8x from
6.3x as of year-end 2022. We expect adjusted leverage to remain
elevated at 6.1x in 2024, while the annual increase in lease
payments will partly offset profitability improvement and hamper
the rise in EBITDAR cover from its current past-12-month level of
1.2x. Although the group has no plans to approach financial markets
in the next 12-24 months, its ability to sustain the capital
structure in the long term could come under pressure without
meaningful uplift in the earnings base.

"The group's ability to turnaround profitability faster than we
anticipate and flexibility to delay discretionary capex could
improve credit metrics sooner than in our base case. PizzaExpress'
ability to fund its operations without cash drawings from its RCF,
absence of imminent debt maturities, and flexibility in timing
discretionary capex are supportive for the rating and liquidity
position. As of Oct. 1, 2023, the group had completed about 55 of
the 70 refurbishments planned for 2023. We think that it will
continue to prioritize upgrading estate in the next two years but
could delay the refurbishment targets to preserve cash. Out of our
annual capex forecast of GBP25 million-GBP30 million in 2024 and
2025, we estimate about 40% is discretionary. In addition, if the
group continues its consecutive quarterly growth in reported EBITDA
after leases and respective margin, as was the case in the first
three quarters of 2023, it could restore profitability faster and
strengthen its credit metrics sooner than our current base case.
For example, in third-quarter 2023, reported EBITDA before
exceptional items and pro forma full lease expenses was close to
GBP15 million, about 50% higher than in each of the two previous
quarters. The reported EBITDA margin was 13%, compared to 10.2% for
the nine months to Oct. 1, 2023, and 9.5% in our full-year forecast
for 2023.

"The negative outlook reflects a one-in-three possibility of a
downgrade if further delays in PizzaExpress' profitability
recovery, and working capital volatility, result in tighter
liquidity or raise concerns over the long-term sustainability of
its capital structure.

"We could lower our rating on the company over the next 12 months
if its operating performance is weaker than our base case,
resulting in a tighter liquidity position, persistently and
materially negative FOCF after leases, or EBITDAR to cash interest
and rents falling from the current 1.2x. Although not a central
assumption in our base case, we could also downgrade PizzaExpress
if we think that the risk of a distressed debt restructuring is
rising or the earnings trajectory is detrimental to the timely
refinancing of the 2026 maturities."

S&P could revise the outlook to stable over the next 12 months if
the company outperforms our base case and delivers sustainable
improvements in profitability, earnings, and working capital, such
that:

-- Adjusted EBITDA margins revert to the 19%-20% we previously
expected for 2024-2025;

-- EBITDAR cover is at least 1.2x; and

-- FOCF after leases is at least neutral through the year, and S&P
thinks that the improvement in operating performance and credit
metrics is sustainable.

Any upside would likely depend on more certain prospects for the
casual dining sector, as well as the group's ability to maintain
its market share, control its costs, and sustain liquidity and
financial discipline.


SIG PLC: Egan-Jones Retains B+ Senior Unsecured Ratings
-------------------------------------------------------
Egan-Jones Ratings Company, on December 14, 2023, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by SIG plc. EJR also withdraws the rating on
commercial paper issued by the Company.

Headquartered in Sheffield, United Kingdom, SIG plc distributes
specialty building products.


SOUTHERN PACIFIC 05-B: S&P Lowers Class E Notes Rating to 'BB(sf)'
------------------------------------------------------------------
S&P Global Ratings lowered to 'BB (sf)' from 'BBB (sf)' its credit
rating on Southern Pacific Financing 05-B PLC's class E notes. At
the same time, we affirmed our 'A+ (sf)' ratings on the class B, C,
and D notes.

The rating actions reflect the transaction's significant
deterioration in performance since S&P's previous review. Arrears
of greater than or equal to 90 days currently stand at 21.33%,
compared with 17.45% previously. Loan-level arrears currently stand
at 26.23%, up from 25.89% at our previous review. Both metrics are
significantly higher than our U.K. nonconforming RMBS index for
pre-2014 originations, where total arrears currently stand at
20.05% and severe arrears stand at 13.03%.

Credit enhancement for the senior notes has increased, reflecting
prepayments and the fact that the transaction is currently
amortizing sequentially as the pro-rata performance triggers have
been breached. However, the build-up of credit enhancement on the
class E notes has been more limited, and is insufficient to offset
the significant increase in severe arrears.

Since S&P's previous review the weighted-average foreclosure
frequency (WAFF) has increased at all rating levels, given the rise
in severe arrears. Elevated arrears also reduce the seasoning
benefit that the pool receives, which further increases the WAFF.

At the same time, the pool's weighted-average loss severity (WALS)
has remained stable.

Considering the transaction's historical loss severity levels, the
data suggest that the portfolio's underlying properties have only
partially benefited from rising house prices. S&P applied a
valuation haircut to reflect this.

Since S&P's previous review, the required credit coverage has
increased at all rating levels.

  Table 1

  Portfolio WAFF and WALS


                                           BASE FORECLOSURE
                                           FREQUENCY COMPONENT FOR
  RATING   WAFF     WALS    CREDIT         AN ARCHETYPICAL U.K.
  LEVEL     (%)     (%)     COVERAGE (%)   MORTGAGE LOAN POOL (%)

  AAA      47.98    23.80    11.42           12.00

  AA       43.63    16.52     7.21            8.10

  A        41.25     6.17     2.54            6.10

  BBB      38.66     2.28     0.88            4.20

  BB       35.87     2.00     0.72            2.20

  B        35.24     2.00     0.70            1.75

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


S&P said, "Our credit and cash flow results indicate that the
available credit enhancement for the class B, C, and D notes
continues to be commensurate with the assigned ratings. We
therefore affirmed our ratings on these classes. The ratings are
capped by the issuer credit rating (ICR) on Barclays Bank PLC
(A+/Stable/A-1), based on our counterparty risk analysis.

"The overarching principle behind our counterparty criteria is the
replacement of a counterparty when the rating on the counterparty
falls below a minimum eligible rating. Without the incorporation of
replacement mechanisms or equivalent remedies in the terms of the
agreement with the counterparty that are consistent with our
counterparty criteria, or where there has historically been a
failure to comply with these replacement mechanisms and equivalent
remedies, and if there are no other mitigating factors, the rating
on the supported security is generally no higher than the long- or
short-term ICR (resolution counterparty rating in case of
derivatives) on the counterparty."

The downgrade of the class E notes reflects the deterioration in
their cash flow results due to the increased severe arrears.

Macroeconomic forecasts and forward-looking analysis

S&P said, "We expect U.K. inflation to remain high for the rest of
2023, and forecast the year-on-year change in house prices in
fourth-quarter 2023 to be 6.6% and 4.9% in fourth-quarter 2024.
Although high inflation is overall credit negative for all
borrowers, inevitably some borrowers will be more negatively
affected than others, and to the extent inflationary pressures
materialize more quickly or more severely than currently expected,
risks may emerge.

"We consider the borrowers in this transaction to be nonconforming
and as such are generally less resilient to inflationary pressure
than prime borrowers. At the same time, all of the borrowers are
currently paying a floating interest rate, and so will be affected
by rate rises. Over the past year, the pool's weighted-average
interest rate has increased to 7.40% from 4.47%.

"Given our current macroeconomic forecasts and forward-looking view
of the U.K. residential mortgage market, we have performed
additional sensitivities related to higher levels of defaults due
to increased arrears and house price declines. We have also
performed additional sensitivities with extended recovery timings
due to observed delays to repossessions, caused by court backlogs
in the U.K. and the recent repossession grace period announced by
the U.K. government under the Mortgage Charter.

"We therefore ran eight scenarios with increased defaults and
higher loss severities up to 30%. The results indicate a
deterioration which is in line with the credit stability
considerations in our rating definitions.

"We also performed sensitivities with extended recovery timings,
with no effect on the rated notes."


STRATTON 2024-1: S&P Assigns Prelim 'B-(sf)' Rating to Cl. F Notes
------------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Stratton
Mortgage Funding 2024-1 PLC's class A loan note and class A to
F-Dfrd notes. At closing the issuer will also issue unrated class
Z, X1, and X2 notes, and unrated RC1 and RC2 certificates.

The transaction is a refinancing of Stratton Mortgage Funding
2021-2 PLC, which closed in February 2021. It is a static RMBS
transaction that securitizes a portfolio of a randomly selected
subpool of GBP1.03 billion owner-occupied and buy-to-let mortgage
loans secured on properties in the U.K.

At closing the seller (Ertow Holdings XI DAC) will purchase the
beneficial interest in the portfolio from Stratton, who in turn
acquired the portfolio from the original sellers, NRAM Ltd. and
Bradford and Bingley PLC. The issuer will use the issuance proceeds
to purchase the full beneficial interest in the mortgage loans from
the seller. The issuer will grant security over all of its assets
in favor of the security trustee.

The pool is well seasoned. The loans are first-lien U.K.
owner-occupied and BTL residential mortgage loans, however the pool
includes a small percentage of lifetime mortgage loans. The
borrowers in this pool may have previously been subject to a county
court judgement, an individual voluntary arrangement, a bankruptcy
order, may be self-employed, have self-certified their incomes, or
were otherwise considered by banks and building societies to be
nonprime borrowers. The loans are secured on properties in England,
Wales, Scotland, and Northern Ireland and were mostly originated
between 2003 and 2009.

Of the preliminary pool, there is high exposure to interest-only
loans in the pool at 93.7%. 19.2% of the mortgage loans are
currently in arrears greater than (or equal to) one month.

A general reserve fund provides liquidity and credit enhancement,
and principal can be used to pay senior fees and interest on the
rated notes subject to various conditions. A further liquidity
reserve fund will be funded to provide liquidity support to the
class A debt and B-Dfrd notes.

Topaz Finance Ltd. is the servicer in this transaction.

S&P said, "There are no rating constraints in the transaction under
our counterparty, operational risk, or structured finance sovereign
risk criteria.

"Our credit and cash flow analysis and related assumptions consider
the transaction's sensitivity to higher defaults and longer
recovery timing. Considering these factors, we believe that the
available credit enhancement is commensurate with the preliminary
ratings assigned. The issuer is an English special-purpose entity,
which we consider to be bankruptcy remote in our analysis."

  Preliminary ratings

  CLASS      PRELIM. RATING    CLASS SIZE (%)

  A loan note      AAA (sf)       38.475

  A                AAA (sf)       42.525

  B-Dfrd           AA (sf)          7.25

  C-Dfrd           A- (sf)          3.75

  D-Dfrd           BBB- (sf)        2.50

  E-Dfrd           BB (sf)          1.50

  F-Dfrd           B- (sf)          1.50

  Z                NR               2.50

  X1               NR               0.25

  X2               NR               0.25

  RC1 certificate  NR                N/A

  RC2 certificate   NR               N/A

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


SUBSEA 7: Egan-Jones Retains BB+ Senior Unsecured Ratings
---------------------------------------------------------
Egan-Jones Ratings Company, on December 8, 2023, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Subsea 7 S.A.

Headquartered in Sutton, United Kingdom, Subsea 7 S.A. offers
oilfield services.


TRITON UK: S&P Withdraws 'B-' Long-Term Issuer Credit Rating
------------------------------------------------------------
S&P Global Ratings has withdrawn its 'B-' long-term issuer credit
rating on Triton UK Midco Ltd., parent of video technology group
Synamedia, at the company's request. At the same time, S&P withdrew
the 'B' issue rating on the group's old senior term loan. This
follows the recent redemption of Triton's senior and junior term
loans due October 2024 and October 2025, respectively. The outlook
was negative at the time of the withdrawal.


TULLOW OIL: S&P Cuts Senior Unsecured Notes Rating to 'D'
---------------------------------------------------------
S&P Global Ratings lowered its issue rating on oil producer Tullow
Oil PLC's senior unsecured notes to 'D', reflecting the company's
repurchase of a portion of its senior unsecured notes below par.

On Dec. 15, 2023, Tullow Oil announced the results of its tender
offer to repurchase a portion of its senior unsecured notes due
2025 at a discount to par.

Tullow will buy approximately $141 million of its $633 million
senior unsecured notes due 2025 for about $130 million (at 92 cents
on the dollar). S&P sees this transaction as distressed and
tantamount to a default due to its below-par price, which means
that investors will receive less than originally promised. The
company will fund the purchase with a drawdown from the Glencore
Energy UK Ltd. loan.

S&P said, "We view this transaction as a conclusion of Tullow Oil's
liability management, which started with the first buyback of a
portion of the senior unsecured notes at a weighted average price
of 60 cents on the dollar in June 2023. This was followed by the
buyback of a portion of the senior secured notes at a weighted
average price of 89 cents on the dollar settled in December 2023,
bringing the total amount bought back below par to about $423
million. The total amount of notes bought back below par is close
to 18% of the $2.4 billion outstanding before the buybacks.

"We expect to reassess our ratings on Tullow Oil and its notes in
the coming days. The future ratings will balance a lower debt
burden, improved maturity profile, and slightly better credit
metrics against the risk of further debt transactions that we might
see as distressed under our methodology and the uncertainties
relating to the Ghanaian sovereign debt restructuring."



                           *********


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.

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