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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, March 14, 2024, Vol. 25, No. 54

                           Headlines



A R M E N I A

AMERIABANK CJSC: S&P Affirms 'BB-/B' ICRs Amid Proposed Acquisition


D E N M A R K

ORSTED A/S: S&P Rates EUR750MM Green Hybrid Instrument 'BB'


F R A N C E

DIOT-SIACI BIDCO: Moody's Affirms 'B2' CFR, Outlook Remains Stable
FORVIA: Fitch Assigns 'BB+' Rating on 2019 & 2031 Unsecured Notes
PLASTIC OMNIUM: S&P Rates New EUR500MM Sr. Unsecured Notes 'BB+'


G E R M A N Y

AKBANK AG: Fitch Affirms & Then Withdraws 'B-' LongTerm IDR
REVOCAR 2024-1: S&P Assigns Prelim. BB(sf) Rating on Cl. E Notes
XSYS GERMANY: S&P Lowers LongTerm ICR to 'B-', Outlook Stable


I R E L A N D

ACCUNIA EUROPEAN II: Moody's Lowers EUR12.5MM F Notes Rating to B2
MADISON PARK VII: Moody's Affirms B2 Rating on EUR13.5MM F Notes
SIGNAL HARMONIC II: Fitch Assigns 'B-(EXP)' Rating on Cl. F Notes
TORO EUROPEAN 9: S&P Assigns Prelim. B-(sf) Rating on Cl. F Notes
TRINITAS EURO VI: Fitch Assigns Final 'B-sf' Rating on Cl. F Notes



I T A L Y

BANCA POPOLARE DI SONDRIO: S&P Rates EUR300MM Tier 2 Debt 'BB'
BANKRUPTCY NO. 740/2021: Online Asset Auction Ends on March 19


K A Z A K H S T A N

SINOASIA B&R: S&P Affirms 'BB' LongTerm ICR, Outlook Stable


L U X E M B O U R G

AURIS LUXEMBOURG II: Moody's Affirms 'B3' CFR, Outlook Stable
AURIS LUXEMBOURG II: S&P Affirms 'B-' ICR & Alters Outlook to Pos.
EAST-WEST UNITED: Creditors Must File Claims by July 7


N E T H E R L A N D S

TELEFONICA EUROPE: S&P Rates New Hybrid Securities 'BB'


P O R T U G A L

BANCO MONTEPIO: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable
PELICAN MORTGAGES 4: Fitch Hikes Rating on Class E Notes to B+sf


R U S S I A

UZBEK METALLURGICAL: Fitch Alters Outlook on 'BB-' IDR to Negative


S P A I N

BBVA CONSUMO 13: Moody's Assigns (P)Ba2 Rating to EUR100MM B Notes


S W I T Z E R L A N D

BREITLING HOLDINGS: Moody's Affirms B2 CFR, Outlook Remains Stable


U K R A I N E

UKRAINE: S&P Cuts Foreign Currency LT Sovereign Credit Rating to CC


U N I T E D   K I N G D O M

ALDO SHOES: Collapses Into Administration
BRITISHVOLT: Prospective Buyer Faces Winding-Up Petition
BUFFALO FARM: Investor Buys Assets Out of Administration
CLC CAR: Goes Into Administration
CLYDESDALE BANK: Moody's Affirms 'Ba1(hyb)' Preferred Stock Rating

DEUCE MIDCO: Moody's Affirms 'B3' CFR, Outlook Remains Stable
DOWSON PLC 2022-2: Moody's Cuts Rating on GBP17.9MM E Notes to B2
FRESH WILLOW: Bought Out of Administration by Fresca Group
NEDBANK PRIVATE: Moody's Affirms 'Ba1' Deposit Ratings
POLARIS PLC 2024-1: Moody's Assigns B3 Rating to 2 Tranches

POLARIS PLC 2024-1: S&P Assigns BB+(sf) Rating on Cl. X-Dfrd Notes

                           - - - - -


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A R M E N I A
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AMERIABANK CJSC: S&P Affirms 'BB-/B' ICRs Amid Proposed Acquisition
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-/B' long- and short-term issuer
credit ratings on Ameriabank CJSC (Ameriabank). The outlook is
stable.

Rationale

Once the transaction completes, Ameriabank will become a
strategically important subsidiary of BOGG. On Feb. 19, 2024, BOGG
announced it has reached a conditional agreement to acquire
Ameriabank for approximately US$303.6 million, equivalent to about
0.65x of net asset value as of Oct. 31, 2023. S&P said, "We
understand that the deal is expected to close by the end of March
2024. Given the discount purchase price and unanimous board
approval in favor of the transaction, we see limited chance that
the transaction will not materialize. Ameriabank will represent
around 25%-30% of BOGG's consolidated balance sheet and around 20%
of the group's profits. While we consider that the group could
provide support in most cases if needed, we do not factor any group
support in Ameriabank's creditworthiness because its stand-alone
creditworthiness is close to the group credit profile."

S&P said, "Ameriabank's stand-alone credit profile will likely
remain stable, underpinned by adequate capital buffers under our
RAC framework. We project our risk-adjusted capital (RAC) ratio for
Ameriabank to range between 7.5% and 8.0% in the next 12-24 months.
Our forecast reflects 18% credit growth (half of 2023's growth
rate), due to weaker demand for credit and lower excess liquidity
buffers. We do not incorporate any dividend distributions over the
next two years as the bank already operates close to regulatory
capital requirements.

"BOGG will have stronger credit profile than Ameriabank
post-merger. We consider economic and industry risks in Georgia to
be lower than in Armenia, which supports BOGG's stronger credit
profile. As a result of the transaction, BOGG will become one of
the more diverse regional banking groups, with leading market
positions in two, albeit relatively small, economies. We also note
that the group will continue to operate with stronger
capitalization than Ameriabank on a stand-alone basis. Our
projected RAC ratio is about 200 basis points higher than
Ameriabank's.

"Our ratings on Ameriabank are in line with the Armenian
government's creditworthiness. Ameriabank operates solely in
Armenia. We do not rate banks above the sovereign unless they pass
the sovereign stress. This is because of the direct and indirect
impact a sovereign stress would have on the bank's operations and
creditworthiness."

Outlook

The stable outlook reflects S&P's view that over the next 12-18
months, Ameriabank will maintain its leading competitive position
in the Armenian banking sector and maintain a stable financial
profile.

Downside scenario

S&P may take a negative rating action on Ameriabank if it takes a
similar action on the sovereign or if it sees substantial
deterioration in the broader group's creditworthiness.

Upside scenario

S&P is unlikely to take a positive rating action in the next 12-18
months because it would require simultaneous improvement of the
sovereign and the bank's creditworthiness.




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D E N M A R K
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ORSTED A/S: S&P Rates EUR750MM Green Hybrid Instrument 'BB'
-----------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue rating to the EUR750
million optionally deferrable and subordinated green hybrid capital
security from offshore wind farm provider Orsted A/S
(BBB/Stable/A-2). The company will use EUR500 million of the
transaction to replace the existing subordinated EUR500 million
2.25% hybrid capital securities of 2017/3017 with a first call date
in 2024.

S&P said, "We view the security, which will refinance the EUR500
million subordinated hybrid capital, as having intermediate equity
content until its first reset date. It meets our criteria in terms
of its ability to allow Orsted to absorb losses and preserve cash
in times of stress, including through its subordination and the
deferability of interest at the company's discretion. However, we
intend not to give equity content to the increased hybrid capital
that exceeds 15% of Orsted's capitalization.

"We understand that the company aims to increase the net nominal
value of hybrid capital issued by EUR250 million. According to our
estimates, with this transaction, the overall hybrid capital
eligible for intermediate equity credit will be 15%-16%, which is
slightly above our 15% hybrid capitalization-rate guidance.

"We intend to treat the EUR250 million that Orsted does not use to
replace the NC2023 instrument as debt, and its related coupon
payments as interest in our adjusted credit metrics, until the
company's capitalization increases and moves below 15%. We expect
this to happen towards the end of 2024.

"We assigned intermediate equity content to EUR750 million of the
new instrument until the first reset date, set at least five years
after issuance. We lowered to minimal the equity content of the
replaced hybrid. We will also continue to assess as intermediate
the remaining hybrids' equity content, because the new instrument's
issuance confirms the permanence of hybrids in Orsted's capital
structure.

"We arrive at our 'BB' issue rating on the security by notching
down from our 'bbb-' stand-alone credit profile on Orsted. We think
the likelihood of extraordinary government support from the Danish
state for this security is low." The two-notch differential
reflects our notching methodology, whereby we deduct:

-- One notch for subordination because our long-term issuer credit
rating on Orsted is investment-grade (that is, higher than 'BB+');
and

-- An additional notch for payment flexibility, reflecting that
the deferral of interest is optional.

The notching S&P applies to rate the security reflects its view
that the issuer is relatively unlikely to defer interest. Should
S&P's view change, it could increase the number of notches it
deducts to derive the issue rating.

S&P said, "Orsted can redeem the security for cash at any time
during the three months up to and including the first interest
reset date, which we understand will be five years after issuance,
and on any coupon payment date thereafter. Although the security is
due in 3024, it can be called at any time for tax, accounting, or
ratings reasons, or for a substantial repurchase event. In this
case, Orsted intends, but is not obliged, to replace the
instrument. In our view, this statement of intent mitigates the
company's ability to repurchase the security on the open market. We
understand that the interest to be paid will increase by 25 basis
points (bps) five years after the first reset date, and a further
75 bps 20 years after the first reset date. We consider the
cumulative 100 bps as a material step-up that is unmitigated by any
binding commitment to replace the instrument. We think this step-up
provides an incentive for Orsted to redeem the instrument on its
first reset date.

"Consequently, we no longer recognize the instrument as having
intermediate equity content after its first reset date, because the
remaining period until its economic maturity would, by then, be
less than 20 years. However, we classify the instrument's equity
content as intermediate until its first reset date, so long as we
think the loss of the beneficial intermediate equity content
treatment will not cause the issuer to call the instrument.
Orsted's willingness to maintain or replace the instrument in the
event of a reclassification of equity content to minimal is
underpinned by its statement of intent."

Key Factors In S&P's Assessment Of The Security's Deferability

S&P said, "In our view, Orsted's option to defer payment on the
security is discretionary, so the company can elect not to pay
accrued interest on an interest payment date. However, any deferred
interest payment (plus interest accrued thereafter) will have to be
settled in cash, except on the maturity date in 3024, if Orsted
declares or pays an equity dividend or interest on equally ranking
securities and it redeems or repurchases shares or equally ranking
securities. However, once the company has settled the deferred
amount, it can still defer payment on the next interest payment
date."

Key Factors In S&P's Assessment Of The Security's Subordination

The security and coupons are intended to constitute the issuer's
direct, unsecured, and subordinated obligations, ranking senior to
their common shares and parity securities.




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F R A N C E
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DIOT-SIACI BIDCO: Moody's Affirms 'B2' CFR, Outlook Remains Stable
------------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and the B2-PD probability of default rating of DIOT-SIACI BidCo SAS
(Diot-Siaci, or the group). Concurrently, Moody's has affirmed at
B2 the senior secured bank credit facilities of Acropole Holding
SAS. The outlook on these issuers remains stable.

In February 2024, Diot-Siaci announced its intention to proceed
with a new tap issuance of EUR300 million to (i) acquire 51% of
Nasco Brokerage Group's (Nasco) direct brokerage and reinsurance
business, (ii) finance a minorities interest buyback, and (iii)
continue the selective M&A strategy of the company, leaving EUR47
million of cash over-funding in balance.

RATINGS RATIONALE

The affirmation of the rating reflects the stable financial
performance of Diot-Siaci, the leading French corporate insurance
broker, as well as its growing size and diversification. The firm's
EBITDA margin at circa. 25% and financial leverage remain in line
with Moody's expectations for a B2 CFR despite, a EUR200 million
tap issuance in April 2023 and expected new tap issuance of EUR300
million, bringing the total amount of the Acropole Holding SAS'
Term Loan B to EUR1,350 million.

Diot-Siaci's main strengths are notably (i) its strong market
position in the French and European Business-to-Business (B2B)
insurance brokerage market, (ii) its good and improving business
and geographic diversification, as Moody's considers the group's
business profile to be more mature, materializing a strong
development, with revenues increased by more than 110% to EUR887
million between 2020 and 2023, and (iii) its sound profitability
through the cycle.

These strengths are partly offset by (i) an increased leverage
ratio in 2024 to around 7x EBITDA (Moody's calculation), (ii) the
structurally low cash-flow generation of Diot-Siaci due to a
dynamic external growth strategy, as evidenced by a free-cash-flow
to debt ratio below 1%.

The B2 rating on the EUR1,350 million senior secured term loan and
B2 rating on the EUR150 million revolving credit facility reflect
Moody's view of the probability of default of Diot-Siaci, along
with Moody's loss given default (LGD) assessment of the debt
obligations and the absence of strong covenants.

OUTLOOK

The stable outlook reflects Moody's view that Diot-Siaci's
Debt-to-EBITDA ratio (Moody's calculation) will not exceed 7.0x for
an extended period of time despite the additional pressure on the
financial profile caused by the new add-on of EUR300 million,
provided a smooth execution of the Nasco acquisition, which is
expected to further strengthen the business profile of Diot-Siaci.

Moody's expects the leverage ratio to deteriorate from about 6.5x
prior to the acquisition to around or slightly above 7.0x. In the
same time, Moody's estimates that profitability will be maintained
in 2024, as evidenced by an EBITDA margin close to 25%, and a net
margin in the 5%-6% range. The stable outlook also reflects Moody's
anticipation that Diot-Siaci external growth strategy will be
conservative in over the next 12 months, with the cushion of EUR47
million already secured for further acquisitions.

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

Diot-Siaci's ratings could be upgraded in case of: (1) a financial
leverage ratio (Moody's calculation) reducing sustainably below
5.5x EBITDA, and (2) EBITDA margin increasing to above 35%.

Conversely, Diot-Siaci's ratings could be downgraded in case of:
(1) a deterioration of the financial leverage to above 7.0x for a
sustained period, or (2) a reduction in EBITDA margin below 20% for
a sustained period.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in February 2024.


FORVIA: Fitch Assigns 'BB+' Rating on 2019 & 2031 Unsecured Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Forvia's senior notes due 2029 and 2031
a senior unsecured rating of 'BB+' with a Recovery Rating of 'RR4'.
The senior unsecured debt rating is equalised with Forvia's
Long-Term Issuer Default Rating (IDR), as the debt represents
unconditional and unsubordinated obligations of the company. The
notes rank equally with Forvia's other senior unsecured instruments
that Fitch rates.

KEY ASSUMPTIONS

- Revenue growth by mid-single digits to above EUR30 billion
   by 2026

- EBIT margin trending toward 7% in 2026 from 5% in 2023,
   including restructuring charges of EUR100 million-
   EUR150 million per year

- Neutral working-capital changes to 2026

- Average capex at 7%-8% of revenue to 2026

- Successful execution of its new EUR1 billion asset disposal
   programme over 2023-2025

- Voluntary debt repayment totalling EUR2.5 billion for 2023-2026

- Resumption of common dividends from 2024, at a pay-out ratio
   in line with 2021's

- No material M&As or share buybacks to 2026

RATING SENSITIVITIES

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

- An upgrade of Forvia's IDR

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

- A downgrade of Forvia's IDR

ISSUER PROFILE

FORIVA is a global top-10 automotive supplier. It provides
solutions for safe, sustainable, advanced and customised mobility.
Composed of six business groups with 24 product lines, FORVIA
comprises the complementary technology and industrial strengths of
Faurecia and HELLA.

ESG CONSIDERATIONS

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

   Entity/Debt                Rating            Recovery   
   -----------                ------            --------   

FORVIA

   senior unsecured    LT      BB+      New Rating   RR4


PLASTIC OMNIUM: S&P Rates New EUR500MM Sr. Unsecured Notes 'BB+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue rating and '3' recovery
rating to auto parts manufacturer Plastic Omnium's (BB+/Stable/--)
proposed EUR500 million senior unsecured notes, due in 2029. The
'3' recovery rating indicates S&P's expectation of meaningful
recovery (50%-70%; rounded estimate: 55%) in the event of a
default. The proposed notes will rank pari passu with the company's
existing unsecured debt.

S&P said, "We view the transaction as leverage neutral because
Plastic Omnium will use the proceeds to repay existing debt. For
2024, we anticipate that Plastic Omnium's earnings and cash flows
will remain weak for the current rating, with stronger deleveraging
prospects in 2025 as the company starts to benefit from its strong
order book."

Issue Ratings -- Recovery Analysis

Key analytical factors

-- S&P's issue and recovery ratings on Plastic Omnium's proposed
EUR500 million senior unsecured notes are 'BB+' and '3',
respectively.

-- The '3' recovery rating reflects S&P's expectation of
meaningful recovery (50%-70%; rounded estimate: 55%) in the event
of a default.

-- Indicative recovery prospects are constrained by S&P's
assumption of factoring liabilities of about EUR420 million in its
hypothetical default scenario, and about EUR130 million of debt at
Plastic Omnium's operating companies. S&P considers these as
priority liabilities in our payment waterfall.

-- In S&P's hypothetical default scenario, it assumes a cyclical
downturn in the industry and intensified competition, which hamper
production volumes and prices and cause the company's EBITDA and
cash flow to sharply decline.

-- S&P values Plastic Omnium as a going concern, given its global
industrial footprint and long-standing relationships with auto
original equipment manufacturers.

Simulated default assumptions

-- Simulated year of default: 2029

-- Jurisdiction: France (jurisdiction ranking A)

-- Pro forma EBITDA at emergence: EUR456 million

    --Capex: 2.5% of revenue

    --Cyclical adjustment: 10%, standard for the sector

-- EBITDA multiple: 5x (in line with the sector average)

Simplified waterfall

-- Net enterprise value (after 5% administrative costs): EUR2.2
billion

-- Priority claims: EUR565 million

-- Value available to unsecured claims: EUR1.6 billion

-- Senior unsecured debt claims: EUR2.8 billion

    --Recovery expectations: 50%-70% (rounded estimate: 55%)

All debt amounts include six months of pre-petition interest and
85% of RCF drawings at default.




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G E R M A N Y
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AKBANK AG: Fitch Affirms & Then Withdraws 'B-' LongTerm IDR
-----------------------------------------------------------
Fitch Ratings has affirmed Akbank AG's (AAG) Long-Term Issuer
Default Rating (IDR) at 'B-' with a Stable Outlook and Shareholder
Support Rating at 'b-', and subsequently withdrawn all ratings.

Fitch has chosen to withdraw the ratings of AAG for commercial
reasons. Fitch will no longer provide ratings or analytical
coverage of AAG.

KEY RATING DRIVERS

Prior to withdrawing the ratings, AAG's IDR and SSR were equalised
with the Long-Term Foreign- Currency IDR of its 100% shareholder,
AKBANK T.A.S. (Akbank; B-/Stable), reflecting potential shareholder
support, given its role as a core subsidiary of Akbank, close
integration, common branding, full ownership and small size
relative to its parent (end-3Q23: 6% of consolidated total
assets).

RATING SENSITIVITIES

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

Not applicable because the ratings have been withdrawn.

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

Not applicable because the ratings have been withdrawn.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

AAG's deposit ratings were in line with its Long-Term IDRs prior to
withdrawal as, in Fitch's opinion, its debt buffers did not afford
any obvious incremental probability of default benefit over and
above the support benefit factored into the bank's IDRs.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

Not applicable because the ratings have been withdrawn.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Prior to the withdrawal, AAG's ratings were driven by shareholder
support from Akbank.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. 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 of the materiality and
relevance of ESG factors in the rating decision. Following the
rating withdrawal Fitch will longer provide ESG Relevance Scores
for AAG.

   Entity/Debt                            Rating           Prior
   -----------                            ------           -----
Akbank AG            LT IDR                 B-   Affirmed    B-
                     LT IDR                 WD   Withdrawn   B-
                     ST IDR                 B    Affirmed    B
                     ST IDR                 WD   Withdrawn   B
                     Shareholder Support    b-   Affirmed    b-
                     Shareholder Support    WD   Withdrawn   b-
longterm deposits   LT                     B-   Affirmed    B-
longterm deposits   LT                     WD   Withdrawn   B-
shortterm deposits  ST                     B    Affirmed    B
shortterm deposits  ST                     WD   Withdrawn   B


REVOCAR 2024-1: S&P Assigns Prelim. BB(sf) Rating on Cl. E Notes
----------------------------------------------------------------
S&P Global Ratings has assigned its preliminary credit ratings to
RevoCar 2024-1 UG (haftungsbeschraenkt)'s asset-backed
floating-rate class A, B-Dfrd, C-Dfrd, and D-Dfrd notes. At
closing, RevoCar 2024-1 will also issue unrated class E-Dfrd
notes.

The preliminary pool in RevoCar 2024-1 comprises German auto loan
receivables that Bank11 für Privatkunden und Handel GmbH (Bank11)
originated and granted to private (94.6%) and commercial customers
(5.4%) for the purchase of used (65.7%) and new vehicles (34.3%),
primarily cars. The portfolio also includes 3.1% of loans for
motorbikes and leisure vehicles. This transaction is Bank11's
fourteenth German public ABS securitization.

According to the transaction's terms and conditions, interest can
be deferred on the class B-Dfrd to E-Dfrd notes if their respective
undercollateralization levels exceed a certain threshold.
Furthermore, there is no compensation mechanism in place that would
accrue interest on deferred interest, and all previously deferred
interest will not be due immediately when the class becomes the
most senior.

S&P said, "Considering the abovementioned factors, we have assigned
preliminary ratings that address the ultimate payment of interest
and principal on the class B-Dfrd, C-Dfrd, and D-Dfrd notes. Our
preliminary rating on the class A notes instead addresses the
timely payment of interest and ultimate payment of principal.

"Our preliminary ratings reflect our analysis of the transaction's
payment structure, its exposure to counterparty and operational
risks, and the results of our cash flow analysis to assess whether
the rated notes would be repaid under stress scenarios."

A liquidity reserve will provide liquidity support to senior fees,
swap costs, and interest on the class A notes in the case of any
shortfalls.

The transaction features a combined waterfall. The notes will
amortize pro rata unless a sequential amortization event occurs.
From that moment, the transaction will switch permanently to
sequential amortization.

S&P's sovereign, counterparty, and operational risk criteria do not
constrain the assigned preliminary ratings.

RevoCar 2024-1 will issue unrated class E-Dfrd subordinated notes.
The notes will provide credit enhancement to the class A to D-Dfrd
notes, given that the tranche ranks below the other classes for the
payment of principal.

The preliminary pool comprises auto loans with equal fixed
installments during the contract's life ("EvoClassic"), and auto
loans with equal fixed installments during the contract's life with
a balloon payment at the end ("EvoSmart"). Of the pool, 70% of the
principal balance are EvoSmart contracts.

  Ratings

  CLASS     PRELIM. RATINGS     AMOUNT (MIL. EUR)

  A            AAA (sf)             496.1

  B-Dfrd       A (sf)                27.5

  C-Dfrd       BBB (sf)              12.1

  D-Dfrd       BB (sf)                8.8

  E-Dfrd       NR                     5.5

  NR--Not rated.


XSYS GERMANY: S&P Lowers LongTerm ICR to 'B-', Outlook Stable
-------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer and issue credit
ratings on XSYS Germany Holding GmbH and its first-lien debt to
'B-' from 'B' and revised the recovery rating to '4' (30%-50%;
rounded estimate: 45%) from '3'.

S&P said, "We lowered the rating on the second-lien debt to 'CCC'
from 'CCC+'. The recovery rating on this debt remains at '6'
(0%-10%; rounded estimate: 0%).

"The stable outlook reflects our expectation that XSYS will
stabilize its S&P Global Ratings-adjusted EBITDA margin at well
above 25% in the next 12 months and that free operating cash flow
(FOCF) should turn positive in 2024. We also expect the group will
generate funds from operations (FFO) cash interest coverage of more
than 1.5x and that it will maintain S&P Global Ratings-adjusted
debt to EBITDA below 10x in the next 12 months."

Rating Action Rationale

S&P said, "Softer markets, higher input costs, an unfavorable
customer mix, higher-than-expected carve-out and exceptional costs,
and more volatile market demand are weighing on profitability.
After a substantial revision of our profitability estimates, we
estimate margins stabilized at 24%-26% in 2023 and will reach about
26%-28% in 2024, compared with our previous estimate of an S&P
Global Ratings-adjusted EBITDA margin of about 32.4% in 2023. Our
assumption incorporates about EUR10 million of carve-out and
exceptional costs in 2023, which we expect to be reduced to about
EUR5 million in 2024 as the company finalizes separation from the
former parent and migrates its functions to a fully stand-alone IT
environment. We also note that profitability in 2023 was affected
by changes in the customer mix. We saw higher volumes in the plates
business coming from large customers, typically with lower average
selling prices. The plates business represents the majority of
sales--about 79% of revenues in 2023. Softness in the packaging
market in 2023 continues to prevail in the first half of 2024. XSYS
experienced somewhat softer volumes for its Core Nyloflex business
due to significant destocking by key customers. We believe that
after running down inventories the market has stabilized. We still
expect demand to be soft in the first half of 2024, but accelerate
toward the end of 2024. Hence, we currently estimate revenues were
flat in 2023, and expect a slight increase toward 3% in 2024."

Outlook

S&P said, "The stable outlook reflects our expectation that XSYS
will stabilize its S&P Global Ratings-adjusted EBITDA margin well
above 25% in the next 12 months. FOCF should turn positive in 2024.
We also expect that the group's FFO cash interest coverage will be
more than 1.5x and that it will maintain adjusted debt to EBITDA
below 10x in the next 12 months."

Downside scenario

S&P could lower the rating if XSYS':

-- FOCF turns negative in 2024,

-- FFO cash interest coverage falls substantially below 1.5x,

-- Debt to EBITDA remains above 10x,

-- Liquidity deteriorates, or it breaches covenants.

This could occur if exceptional charges are higher than expected,
or if end markets don't recover and operational performance doesn't
strengthen as anticipated, jeopardizing the sustainability of its
capital structure.

Upside scenario

S&P said, "Although unlikely in the next 12 to 24 months, we could
consider raising the rating if XSYS' profitability and credit
metrics materially strengthened and were on a clear trend to
sustainably reduce debt to EBITDA to 6.5x while maintaining
positive FOCF and FFO cash interest coverage of about 2.0x. We
would consider S&P Global adjusted EBITDA of about 35% as
commensurate with the higher rating level. An upgrade would also
hinge on reduction of exceptional costs, and the business becoming
more predictable with reduced volatility."




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

ACCUNIA EUROPEAN II: Moody's Lowers EUR12.5MM F Notes Rating to B2
------------------------------------------------------------------
Moody's Ratings has taken a variety of rating actions on the
following notes issued by Accunia European CLO II DAC:

EUR23,100,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Aa1 (sf); previously on Feb 3, 2023
Upgraded to Aa2 (sf)

EUR12,500,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2030, Downgraded to B2 (sf); previously on Feb 3, 2023
Affirmed B1 (sf)

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

EUR223,500,000 (Current outstanding amount EUR75,632,766) Class A
Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on Feb 3, 2023 Affirmed Aaa (sf)

EUR38,100,000 Class B-1 Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Feb 3, 2023 Affirmed Aaa
(sf)

EUR9,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2030,
Affirmed Aaa (sf); previously on Feb 3, 2023 Affirmed Aaa (sf)

EUR17,300,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed A3 (sf); previously on Feb 3, 2023
Upgraded to A3 (sf)

EUR21,700,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba1 (sf); previously on Feb 3, 2023
Upgraded to Ba1 (sf)

Accunia European CLO II DAC, issued in October 2017, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by ACCUNIA FONDSMÆGLERSELSKAB A/S. The transaction's
reinvestment period ended in October 2021.

RATINGS RATIONALE

The rating upgrade on Class C notes is primarily a result of the
deleveraging of the senior notes following amortisation of the
underlying portfolio since the last rating action in February 2023.
The downgrade of the rating on the Class F notes is due to
deterioration in Class F over-collateralisation ratio since the
last rating action in February 2023.

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

The Class A notes have paid down by approximately EUR51.6 million
(23.1%) since February 2023 and EUR147.9 million (66.2%) since
closing. As a result of the deleveraging, over-collateralisation
(OC) has increased. According to the trustee report dated January
2024 [1] the Class A/B, Class C and Class D OC ratios are reported
at 165.75%, 139.50% and 124.70% compared to January 2023 [2] levels
of 150.15%, 132.58% and 121.90%, respectively.

The over-collateralisation ratio of Class F notes has deteriorated
since the rating action in February 2023 and is now in breach of
the 104.63% par value test. According to the trustee report dated
January 2024 [1] the Class F OC ratios is reported at 103.09%
compared to January 2023 [2] level of 105.15%.

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: EUR202.2m

Defaulted Securities: EUR9.27m

Diversity Score: 33

Weighted Average Rating Factor (WARF): 3182

Weighted Average Life (WAL): 3.09 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.88%

Weighted Average Coupon (WAC): 2.13%

Weighted Average Recovery Rate (WARR): 45.32%

Par haircut in OC tests and interest diversion test: 0.76%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

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


MADISON PARK VII: Moody's Affirms B2 Rating on EUR13.5MM F Notes
----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Madison Park Euro Funding VII DAC:

EUR20,500,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa3 (sf); previously on May 30, 2022
Upgraded to A1 (sf)

EUR10,000,000 Class C-2 Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa3 (sf); previously on May 30, 2022
Upgraded to A1 (sf)

EUR25,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Baa1 (sf); previously on May 30, 2022
Affirmed Baa2 (sf)

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

EUR272,000,000 (Outstanding current amount EUR270,400,954) Class A
Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on May 30, 2022 Affirmed Aaa (sf)

EUR14,500,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on May 30, 2022 Upgraded to Aaa
(sf)

EUR15,000,000 Class B-2 Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on May 30, 2022 Upgraded to Aaa
(sf)

EUR20,000,000 Class B-3 Senior Secured Fixed Rate Notes due 2031,
Affirmed Aaa (sf); previously on May 30, 2022 Upgraded to Aaa (sf)

EUR27,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on May 30, 2022
Affirmed Ba2 (sf)

EUR13,500,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B2 (sf); previously on May 30, 2022
Affirmed B2 (sf)

Madison Park Euro Funding VII DAC, issued in May 2016, refinanced
in May 2018, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Credit Suisse Asset Management Limited. The
transaction's reinvestment period ended in August 2022.

RATINGS RATIONALE

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

The affirmations on the ratings on the Class A, B-1, B-2, B-3, E
and F notes are primarily a result of the expected losses on the
notes remaining consistent with their current rating levels, after
taking into account the CLO's latest portfolio, its relevant
structural features and its actual over-collateralisation ratios.

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

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

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

Performing par and principal proceeds balance: EUR441m

Defaulted Securities: EUR9.9m

Diversity Score: 59

Weighted Average Rating Factor (WARF): 2795

Weighted Average Life (WAL): 3.5 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.82%

Weighted Average Coupon (WAC): 4.32%

Weighted Average Recovery Rate (WARR): 43%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

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


SIGNAL HARMONIC II: Fitch Assigns 'B-(EXP)' Rating on Cl. F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Signal Harmonic CLO II DAC expected
ratings.

The final ratings are contingent on the receipt of final documents
that are in line with the documents received for the expected
ratings analysis.

   Entity/Debt            Rating           
   -----------            ------           
Signal Harmonic
CLO II DAC

   Class A           LT  AAA(EXP)sf    Expected Rating
   Class B-1         LT  AA(EXP)sf     Expected Rating
   Class B-2         LT  AA(EXP)sf     Expected Rating
   Class C           LT  A(EXP)sf      Expected Rating
   Class D           LT  BBB-(EXP)sf   Expected Rating
   Class E           LT  BB-(EXP)sf    Expected Rating
   Class F           LT  B-(EXP)sf     Expected Rating

TRANSACTION SUMMARY

Signal Harmonic CLO II DAC will be a securitisation of mainly
senior secured obligations (at least 90%) with a component of
senior unsecured, second-lien loans and high-yield bonds. Note
proceeds will be used to fund a portfolio with a target par of
EUR400 million. The portfolio will be actively managed by Signal
Harmonic Limited and Signal Capital Partners Limited.

This will be the second CLO managed by the collateral managers. It
will have a four-year reinvestment period and a 7.5-year weighted
average life (WAL) test at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor of the identified portfolio is
24.8.

High Recovery Expectations (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 of the identified portfolio is 63.3%.

Diversified Portfolio (Positive): The transaction has a top 10
obligor concentration limit at 20% and a maximum fixed rate asset
limit at 7.5%. 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 four-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.

The transaction can step-up one year after closing, subject to all
tests passing and the collateral principal amount with defaults at
Fitch collateral value is at least at the target par.

Cash Flow Modelling (Positive): The WAL used for the transaction
stress portfolio is reduced by 12 months from the WAL covenant.
This reduction to the risk horizon accounts for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period. These include, among others, passing both the
coverage tests and the Fitch 'CCC' test post reinvestment as well a
WAL covenant that progressively steps down over time. Fitch
believes these conditions would 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 have no impact on the class A and B
notes, would lead to one-notch downgrades of the class C to E notes
and to below 'B-sf' for the class F notes.

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics and shorter life of the current portfolio than the
Fitch-stressed portfolio, all notes display a two-notch rating
cushion except for the class A notes, which are rated 'AAAsf', the
highest level on Fitch's scale and cannot be upgraded.

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

During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, leading to the
ability of the notes to withstand larger-than-expected losses for
the remaining life of the transaction. 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.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

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

DATA ADEQUACY

Signal Harmonic CLO II DAC

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

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


TORO EUROPEAN 9: S&P Assigns Prelim. B-(sf) Rating on Cl. F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to Toro
European CLO 9 DAC's class A to F European cash flow CLO notes. At
closing, the issuer will also issue unrated subordinated notes.

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will permanently switch to semiannual payments.

The portfolio's reinvestment period ends approximately 4.6 years
after closing, and its non-call period ends 2.1 years after
closing.

The preliminary ratings reflect S&P's assessment of:

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

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

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

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

  Portfolio benchmarks
                                                      CURRENT

  S&P weighted-average rating factor                 2,796.38

  Default rate dispersion                              608.84

  Weighted-average life (years)                          4.41

  Weighted-average life (years) extended
  to cover the length of the reinvestment period         4.55

  Obligor diversity measure                            111.64

  Industry diversity measure                            19.29

  Regional diversity measure                             1.26

  Transaction key metrics
                                                      CURRENT

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

  'CCC' category rated assets (%)                       2.88

  Target 'AAA' weighted-average recovery (%)           37.13

  Target weighted-average spread (net of floors; %)     4.37

  Target weighted-average coupon (%)                    4.55


Rationale

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

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (4.15%), the
covenanted weighted-average coupon (4.50%), and the covenanted
weighted-average recovery rates at all rating levels, as indicated
by the collateral manager. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to E notes benefits from
break-even default rate and scenario default rate cushions that we
would typically consider commensurate with higher ratings than
those assigned. However, as the CLO is still in its reinvestment
phase, during which the transaction's credit risk profile could
deteriorate, we have capped our preliminary ratings assigned to the
notes. The class A and F notes can withstand stresses commensurate
with the assigned preliminary ratings."

Until the end of the reinvestment period on Oct. 15, 2028, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

S&P said, "Under our structured finance sovereign risk criteria, we
expect that the transaction's exposure to country risk will be
sufficiently mitigated at the assigned preliminary ratings as of
the closing date.

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

"We expect the transaction's legal structure and framework to be
bankruptcy remote. The issuer is expected to be a special-purpose
entity that meets our criteria for bankruptcy remoteness.

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

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

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

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and it will be managed by Chenavari
Credit Partners LLP.

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

  A        AAA (sf)     240.00      3mE +1.65%     40.00

  B        AA (sf)       48.00      3mE +2.50%     28.00

  C        A (sf)        26.00      3mE +3.35%     21.50

  D        BBB- (sf)     28.00      3mE +4.50%     14.50

  E        BB- (sf)      18.00      3mE +6.98%     10.00

  F        B- (sf)       12.00      3mE +8.46%      7.00

  Sub      NR            37.50      N/A              N/A

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

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


TRINITAS EURO VI: Fitch Assigns Final 'B-sf' Rating on Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Trinitas Euro CLO VI DAC's notes final
ratings.

   Entity/Debt                Rating               Prior
   -----------                ------               -----
Trinitas Euro
CLO VI DAC

   A XS2754366313         LT  AAAsf   New Rating   AAA(EXP)sf
   B XS2754366586         LT  AAsf    New Rating   AA(EXP)sf  
   C XS2754367048         LT  Asf     New Rating   A(EXP)sf
   D XS2754367394         LT  BBB-sf  New Rating   BBB-(EXP)sf
   E XS2754367550         LT  BB-sf   New Rating   BB-(EXP)sf
   F XS2754367717         LT  B-sf    New Rating   B-(EXP)sf
   Subordinated
    Notes XS2754367980    LT  NRsf    New Rating   NR(EXP)sf

TRANSACTION SUMMARY

Trinitas Euro CLO VI DAC is a securitisation of mainly senior
secured loans and secured senior bonds (at least 90%) with a
component of senior unsecured, mezzanine and second-lien loans.
Note proceeds have been used to fund a portfolio with a target par
of EUR500 million. The portfolio is actively managed by Trinitas
Capital Management, LLC. The CLO has an approximately 4.5-year
reinvestment period and an approximately 7.5-year weighted average
life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the 'B' category. The Fitch
weighted average rating factor of the identified portfolio is
24.2.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises 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 of the identified portfolio is 63.8.

Diversified Portfolio (Positive): The transaction includes various
concentration limits in the portfolio, including the top 10 obligor
concentration limit at 26.5% and the maximum exposure to the
three-largest Fitch-defined industries at 43%. These covenants
ensure the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management (Neutral): The transaction has four matrices;
two effective at closing with fixed-rate limits of 6.25% and 12.5%,
and two one year post-closing (or 1.5 years if the WAL step-up
conditions are met on the first anniversary of the closing date)
with the same fixed-rate limits. The closing matrices correspond to
a 7.5-year WAL test while the forward matrices correspond to a
seven-year WAL test.

The WAL test covenant can step up one year on the first anniversary
of the closing date, subject to all tests being passed and the
collateral principal amount (defaults at Fitch-calculated
collateral value) being no less than the reinvestment target par
balance. The switch to the forward matrices is also subject to the
latter condition. The transaction 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 (Positive): The WAL Fitch modelled is 12 months
less than the WAL covenant. This is to account for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period. These include passing both the coverage tests
and the Fitch 'CCC' maximum limit, as well as a WAL covenant that
progressively steps down over time, both before and after the end
of the reinvestment period. Fitch believes these conditions would
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) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would not have any rating impact on the rated notes.

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

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

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

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

During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the remaining life of
the transaction. 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 for losses on the remaining portfolio.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

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

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.




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

BANCA POPOLARE DI SONDRIO: S&P Rates EUR300MM Tier 2 Debt 'BB'
--------------------------------------------------------------
S&P Global Ratings has assigned its 'BB' issue rating to the EUR300
million tier 2 instrument (ISIN: XS2781410712) recently issued by
Banca Popolare di Sondrio SpA under its EUR5 billion euro-medium
term note program.

S&P said, "Our 'BB' issue rating on the tier 2 debt is two notches
below our 'bbb-' stand-alone credit profile assessment for Banca
Popolare di Sondrio. We deduct one notch for subordination and one
notch to reflect the risk that the regulator may force the
write-down or conversion to equity of the instrument, even outside
a resolution or liquidation scenario."


BANKRUPTCY NO. 740/2021: Online Asset Auction Ends on March 19
--------------------------------------------------------------
Under BANKRUPTCY NO. 740/2021, the following assets have been put
up for sale:

San Donato Milanese, Via Milano, 2. Lot 1. Full ownership of:

- Body A hotel accommodation structure, former Rege Hotel,
   9 floors above ground, plus basement used for parking
   and service rooms;

- Body B and C sunroof on 7th and 8th floors Body D public
   communications network infrastructure on 7th floor;

- Bodies E and F mixed woodland; and

- Body G irrigated arable land.

The base price is set at EUR8,630,000.

The sale will be held at www.doauction.it from March 12, 2024, at
12:00 p.m. until March 19, 2024, at 12:00 p.m.

The Curator can be reached at:

  Avv. Arianna Aldrovandi
  Curator
  Tel No: 0255187311
  E-mail: studio@studiotintori.it

The delegated judge is Dr. Giani.

For more information visit www.asteannunci.it, pvp.justice.it.




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

SINOASIA B&R: S&P Affirms 'BB' LongTerm ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings affirmed its 'BB' long-term issuer credit and
financial strength ratings and its 'kzA+' national scale rating on
Kazakhstan-based Sinoasia B&R Insurance JSC (Sinoasia). The outlook
remains stable.

the implementation of S&P revised criteria for analyzing insurers'
risk-based capital does not lead to any rating actions on Sinoasia.
This is because the company's capital and earnings assessment
remains satisfactory due to its small absolute capital size of
below $25 million. In S&P's view, the latter makes Sinoasia more
susceptible to single-event losses and somewhat offsets the
positive effects the implementation of the revised criteria has on
the company's capital adequacy, including:

-- An increase in total adjusted capital (TAC) that results from
not deducting non-life deferred acquisition costs and lower
liability risk charges on the medical insurance business; and

-- Risk diversification benefits, which are now captured more
explicitly in S&P's analysis.

The stable outlook indicates that S&P expects Sinoasia will
maintain its solid capital adequacy and asset quality over the next
12 months, while expanding and diversifying its business
franchise.

S&P could consider a downgrade over the next 12 months if:

-- Sinoasia's risk profile deteriorates in terms of product and
investment risks, with the average credit quality of invested
assets falling below the 'BBB' category; or

-- S&P observes a significant and sustained deterioration in
Sinoasia's capital below the 99.50% confidence level. This could
result from more aggressive growth, unexpected losses that are not
compensated by capital injections, or higher dividends than it
expects.

-- S&P could upgrade Sinosia over the next 12 months if its
stand-alone credit profile improves, for example because of a
stronger competitive position and a material capital build-up in
absolute and relative terms that could make the company more
comparable with higher-rated peers.

Any rating actions will depend on potential constraints from the
wider group's creditworthiness on Sinoasia's financial strength.

S&P said, "Following the implementation of our new criteria,
Sinoasia's capital adequacy strengthened within the 99.99% level.
Sinoasia's capital adequacy exceeded the 99.99% confidence level in
2022, according to our revised capital model, and we forecast it
will remain at this level over the next two years. This reflects
our expectation of 20%-30% premium growth over 2024-2025, supported
by the company's cooperation with BCC, high profitability with
return on equity exceeding 20%, and retention of net profit of up
to 70%-80%.

"Sinoasia's capital and earnings assessment remains satisfactory
due to the relatively small absolute capital size of below $20
million at year-end 2023. We expect the company's TAC will not
exceed $25 million over 2024-2025. This makes Sinoasia's
capitalization more susceptible to single-event losses, compared
with higher-rated local and international peers. We also consider
that the company is in the process of transforming its business
model. The increasing share of property and motor insurance risks
in the company's business mix stems from its strategic cooperation
with its key shareholder BCC.

"Sinoasia's market share increases, although its business size and
competitive position remain moderate in a local and international
context. With about Kazakhstan tenge (KZT) 27 billion (about $59
million) in gross premiums written and a market share of 4.0% in
2023 (2.5% in 2022), Sinoasia is the seventh-largest company in the
Kazakhstani P/C insurance market. We expect BCC will play an
increasingly important role in Sinoasia's distribution network and
potentially account for more than half of the insurer's sales over
the short and medium term as BCC and Sinoasia will use the synergy
effects from their strategic cooperation. Despite Sinoasia's
above-market-average premium growth, the company remains a
relatively modest player in Kazakhstan's P/C market. The latter is
characterized by intensifying competition and high costs of
international reinsurance protection.

"We expect Sinoasia's financial risk profile will continue
benefiting from its investment portfolio's good credit quality. The
weighted-average credit quality of the company's investment
portfolio remains in the 'BBB' rating category. The portfolio
comprises international bonds from blue-chip companies and
Kazakhstani issuers--mostly sovereign and quasi-government
bonds--as well as short-term reverse repurchase agreements
collateralized by Kazakhstani government bonds. We do not expect
any material changes to the portfolio composition in 2024.

"We continue to view Sinoasia as a moderately strategic subsidiary
of BCC. We believe Sinoasia can complement the bank's product line
and is important to BCC's long-term strategy, which aims to provide
clients with the full range of financial products, while increasing
commission income. However, Sinoasia's level of integration is yet
to be tested. The insurer could benefit from its association with
BCC if the bank's creditworthiness improves.

"We could rate Sinoasia higher than its parent BCC. This is because
we believe the regulatory framework in Kazakhstan prevents fund
outflows from insurers to support the parent, for example through
dividend payments or material investments in the parent's financial
instruments. Even though BCC is becoming an important distribution
channel for Sinoasia, we expect a material part of Sinoasia's
business will remain outside the BCC group."




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

AURIS LUXEMBOURG II: Moody's Affirms 'B3' CFR, Outlook Stable
-------------------------------------------------------------
Moody's Ratings has affirmed Auris Luxembourg II S.A.'s (WSA or the
company) B3 long-term corporate family rating and B3-PD probability
of default rating. Concurrently, Moody's has also assigned a B3
rating to the senior secured term loan B3 and B4 as well as the
senior secured revolving credit facility (RCF) both issued by Auris
Luxembourg III S.a r.l. The EUR2,063 million senior secured term
loan B1 and $1,235 million senior secured term loan B2 are in the
process of being reduced by EUR460 million. The senior secured RCF
is in the process of being upsized to EUR350 million from EUR260
million. The company has launched an amend and extend transaction
which will result in an extension of the senior secured term loan
and RCF maturities to February 2029 and August 2028, respectively.
The outlook remains stable for both entities.

As part of the amend and extend transaction, EQT and T&W Medical
will contribute EUR500 million of equity into the company. In
addition, the company will raise EUR525 million pay-in-kind (PIK)
instrument, due in August 2029, which will be held outside the
restricted group and downstreamed to the company in the form of a
shareholder loan. The proceeds from the EUR500 million equity will
serve to repay EUR460 million of the outstanding term loan B1 and
B2 and EUR40 million of transaction costs. The proceeds from the
PIK will be used to repay in full the EUR525 million second lien
debt due in February 2027. Although the PIK is not included in
Moody's metrics, it is still a consideration in Moody's discussion
of the company's credit profile.  

RATINGS RATIONALE

The rating action reflects the reduction in debt burden and the
extension of the maturities of the obligations, specifically the
RCF due in August 2025 and the term loan due in February 2026. This
has reduced the downward pressure on the ratings due to improvement
in Moody's-adjusted leverage from around 10.0x in the last 12
months ended December 2023 to around 8.0x, pro forma the
contemplated transaction. The rating action takes into account a
certain degree of execution risk associated with achieving the
anticipated cost savings in the next 12 to 18 months given the
track record of delayed synergies achievement in the past. The
current rating is also predicated on the assumption that there will
be no cash outflow from the company to potentially service interest
expenses (which the PIK lenders don't expect to be paid in cash) on
the new EUR525 million PIK instrument, due in August 2029, which
will be held outside the restricted group and downstreamed to the
company in the form of a shareholder loan.

Despite the positive impact of the transaction, leverage remains
high. The rating action reflects Moody's expectations that WSA's
credit metrics will improve over the next 12-18 months, including
Moody's adjusted debt to EBITDA declining below 6.5x from 8.1x as
of the end of December 2023. Given the still high leverage, WSA's
current rating leave limited headroom for underperformance and/or
debt funded acquisitions.

The rating action also reflects Moody's expectation that WSA will
generate positive FCF over the next two years in a range of EUR60
to EUR80 million on a cumulated basis. WSA's ratings also
incorporate risks associated with technological advancements and
pricing competition. That being said, Moody's expectation is that
the company will be able to improve the Moody's EBITDA margin
towards 18% driven by revenue growth and costs savings initiatives.


WSA's ratings continues to be supported by 1) its prominent
position in the global hearing aid market; (2) operations in a
low-cyclical demand industry with steady growth; (3) its strong
diversification across geography, distribution channels, and
brand.

Governance considerations were key driver to the rating action. It
reflects the improvement in the company's financial policy and risk
management with a capital structure that Moody's deems no longer
unsustainable supported by the significant equity injection from
the company's owners.

LIQUIDITY

WSA's liquidity is adequate. As of December 31, 2023, it had EUR95
million of cash and EUR177 million available under the EUR260
million revolving credit facility, which is expected to be upsized
to EUR350 million as part of the contemplated transaction. In the
next 12-18 months, Moody's forecast free cash flow generation in a
range of EUR60 to EUR80 driven by EBITDA growth and lower one-off
expenses going forward. The current rating reflects Moody's
assumption that WSA will maintain an adequate liquidity at any
time, supported by shareholders in case of need.

ESG CONSIDERATIONS

Moody's has revised the governance issuer profile score to G-4 from
G-5. The G-4 score reflects an improvement in the risk factor
related to financial strategy and risk management, notably a
reduction of refinancing risk and improvement in capital structure,
considering the historically very high leverage.

STRUCTURAL CONSIDERATIONS

The senior secured term loans and the senior secured revolving
credit facility are rated B3, in line with the corporate family
rating (CFR). The B3-PD probability of default rating, in line with
the B3 CFR, reflects Moody's 50% corporate family recovery
assumption. The instruments share the same security package, rank
pari passu and are guaranteed by a group of companies representing
at least 80% of the consolidated group's EBITDA. The security
package, consisting of shares, bank accounts and intragroup
receivables, is considered limited.

OUTLOOK

The stable outlook assumes the company will sustain its existing
market position and achieve gradual leverage reduction to
Moody's-adjusted debt to EBITDA of trending to below 7.0x in the
next 12 to 18 months.

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

The rating could be upgraded if WSA continues to uphold its leading
market position, continues to improve its credit metrics with
debt/EBITDA decreasing to below 6.0x, EBITA to interest expense
improving to above 2.0x, and free cash flow to debt above 5%, all
on a sustained basis.

A downward rating pressure can materialize if WSA experiences a
decline in its market position, or fails to demonstrate a graduate
and steady deleveraging over the next 12 months to Moody's-adjusted
debt to EBITDA below 7.0x, EBITA interest coverage does not improve
to above 1.25x, generates negative free cash flow, or experiences a
deterioration in liquidity.

The principal methodology used in these ratings was Medical
Products and Devices published in October 2023.

COMPANY PROFILE

WSA is among the global leaders in the hearing aid industry and
operates in over 125 countries. The group is owned by EQT, the
Topholm and Westermann families, and maintains dual headquarters in
Denmark (Aaa stable) and Singapore (Aaa stable).


AURIS LUXEMBOURG II: S&P Affirms 'B-' ICR & Alters Outlook to Pos.
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Auris Luxembourg II S.A.
(doing business as WS Audiology [WSA]) to positive from stable and
affirmed the 'B-' long-term issuer credit rating. S&P also affirmed
the 'B-' issue ratings, with a '3' recovery rating, on the group's
EUR2.8 billion-equivalent outstanding on the senior secured term
loans maturing in February 2029 and the EUR350 million senior
secured RCF maturing in August 2028.

S&P said, "The positive outlook reflects our expectation that lower
debt and improving profitability will support WSA's deleveraging
toward S&P Global ratings-adjusted leverage including the PIK of
8.5x by end-2024 (7.2x excluding the PIK) and about 7.0x (5.8x) in
2025, with funds from operations cash interest cover exceeding 2.0x
by the end of the fiscal year ending Sept. 30, 2025.

"The positive outlook on the 'B-' rating on WSA reflects our
expectations of progressive improvements of credit metrics. We
assume the group's leverage will reduce to 8.5x (including PIK
notes) in 2024 and to 7.2x in 2025, from above 10.0x at Sept. 30,
2023. We base our assumptions on the EUR500 million equity
injection into WSA that shareholders T&W Medical and EQT announced
on March 7. Since WSA will use it to repay EUR460 million of debt
(EUR100 million repayment of RCF drawings and EUR360 million
repayment of the TLBs) and to cover transaction costs. The equity
injection follows a EUR100 million injection in the fiscal year
ended Sept. 30, 2023 (fiscal 2023), demonstrating the shareholders
commitment to the company.

"The positive outlook also captures our expectation of performance
improvements. We anticipate WSA's topline to increase by 5.5% in
fiscal 2024 and by 5.2% in fiscal 2025, supported by an uptick in
volumes in Europe and in the U.S. as well as a larger presence in
emerging markets. We believe WSA can continue gaining market share,
thanks to the ongoing innovation the company brings to the market;
the company continues investing about 2.7% of sales in R&D and
capitalizes EUR110 million-EUR120 million development costs each
year. We anticipate S&P Global Ratings-adjusted EBITDA margins to
expand to 16.3% in 2024 and further to 19.3% in 2025, from about
15% the company reported at Sept. 30, 2023. The positive
developments stem from the progressive reduction of extraordinary
expenses to below EUR10 million per year (versus EUR34 million in
fiscal 2023) and from cost-saving initiatives. In particular, we
note the company is optimizing its manufacturing and distribution
footprint in the Americas, improving profitability at hear.com, and
enforcing efficiency in the U.S., notably by scaling marketing and
streamlining from multiple retail brands and websites to one. As a
result, we expect leverage to decrease to 8.5x in fiscal 2024 and
to about 7.0x in fiscal 2025, from 10.7x in fiscal 2023. Similarly,
we expect cash-paying debt to stand at about 7.2x in fiscal 2024
and 5.8x in fiscal 2025."

WSA's decision to refinance its EUR525 million second-lien loan
with a PIK note will support free operating cashflow (FOCF) and
interest coverage ratios. S&P said, "We expect the company to save
roughly EUR30 million in cash interest in fiscal 2024, increasing
to EUR61 million in fiscal 2025. The interest savings, coupled with
the progressive profitability improvement, should lift WSA's FOCF
past EUR75 million from fiscal 2025. We also expect the interest
savings to support funds from operations (FFO) cash interest
coverage of about 2.0x in 2025, when we see the full impact of the
PIK toggle." This compared with 1.8x in fiscal 2023 and 1.7x in
fiscal 2024. The cash interest expense savings from this conversion
will further increase WSA's liquidity buffer.

The enduring solid fundamentals of the innovative hearing aid
business will support progressive increases in WSA's volume over
the medium term. WSA is one of the leading hearing aid
manufacturers globally, and it benefits from strong innovation
capabilities. S&P said, "We view its product and service offering
as less discretionary than other nonfood retailers. The medical
nature of its product translates into more resilient demand from
potential users, suggesting, in our view, that the group is
somewhat protected from possible shrinkage in patients' disposable
income. Additionally, WSA's multi-brand strategy allows for devices
with different price-points, and we think this minimizes the risk
of consumers downtrading to other brands for more accessible
products."

S&P said, "We assume that WSA's launch of the new Signia platform
at the end of 2023 signals the company will continue focusing on
technological innovation and on diversifying product brands,
relying on its multiple sales channels. In our view, this will
support the strengthening of the company's leading position in EMEA
and the U.S. and to further expand in Asia.

"The positive outlook reflects our expectation that WSA's revenue
will continue increasing by 5.0%-5.5% over fiscals 2024-2026 and
that adjusted EBITDA margins will progressively improve to 19% by
fiscal 2025. This will support positive FOCF and steady
deleveraging to 8.5x (7.2x for cash-paying debt) by the end of
fiscal 2024. We anticipate the full-year impact of the newly
introduced PIK instrument will support incremental improvements in
FFO cash interest coverage to about 2.0x in fiscal 2025 (up from
1.8x expected for fiscal 2024)."

S&P could raise the rating on WSA over the next 12 months if:

-- Leverage remains below 7x;

-- FFO cash interest coverage will remain above 2x
    on a sustainable basis; and

-- S&P continues to expect that WSA will sustain positive FOCF.

S&P said, "We could revise our outlook to stable if it appears
unlikely that WSA delivers on the expected cost-savings. This would
reduce the possibility of adjusted EBITDA margins reaching 16% in
2024 and 19% in 2025, thereby impairing the company's ability to
generate significantly positive FOCF.

"We could also take a negative rating action if WSA's leverage
surpassed 10x (including PIK), alongside with meaningful
underperformance or sizable debt-funded acquisitions."


EAST-WEST UNITED: Creditors Must File Claims by July 7
------------------------------------------------------
The District Court of Luxembourg, Second Commercial Division, on
February 7, 2024, pronounced the dissolution and ordered the
liquidation of East-West United Bank SA, established and having its
registered office at L-1840 Luxembourg, 10, boulevard Joseph II,
entered in the Luxembourg Trade and Companies Registers under no.
B12049, pursuant to Article 129(1) points 2 of the amended law of
December 18, 2015, on resolution, reorganization and liquidation
measures concerning credit institutions and certain investment
firms and on deposit insurance and investor compensation schemes.

Anick Wolff, First Vice-President of the Luxembourg District Court,
was appointed as official receiver.

Alain Rukavian, attorney-at-law, was appointed as liquidator.

Creditors are instructed to declare their claims to the clerk's
office of the Luxembourg Commercial Court before 5:00 p.m. on July
7, 2024, under penalty of forfeiture.

Further information, in particular regarding the formalities
relating to declaration of claims, can be online at
www.ewubliquiationjudiciare.lu




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

TELEFONICA EUROPE: S&P Rates New Hybrid Securities 'BB'
-------------------------------------------------------
S&P Global Ratings assigned its 'BB' long-term issue rating to the
proposed hybrid securities to be issued by Telefonica Europe B.V.
(BBB-/Stable/--), the Dutch finance subsidiary of Spain-based
telecom group Telefonica S.A. (BBB-/Stable/A-3), which will
guarantee the proposed securities.

Telefonica plans to use the proceeds to refinance fully or
partially its EUR1.3 billion undated six-year non-call deeply
subordinated guaranteed fixed-rate reset securities with a first
call date on Dec. 14, 2024. S&P said, "The company said it might
also repurchase some of this instrument via a tender offer, and we
understand that Telefonica does not intend to permanently increase
its stock of hybrids. After the replacement and liability
management transaction, Telefonica expects its hybrid portfolio to
be similar in size to the current portfolio. We expect to assess
the new issuance as having intermediate equity content and an
equivalent amount of the existing hybrids as having minimal equity
content."

S&P estimates that hybrids will continue to comprise about 11% of
Telefonica's S&P Global Ratings-adjusted capitalization,
comfortably below the 15% cap under our criteria.

The proposed hybrid will be classified as having intermediate
equity content until the first reset date, which is expected to be
5.25 to 10 years after issuance. During this period, it will meet
our criteria for subordination, permanence, and optional
deferability. S&P said, "Consequently, when we calculate Telefonica
S.A.'s adjusted credit ratios, we will treat 50% of the principal
outstanding under the proposed securities as equity, rather than
debt; and 50% of the related payments on these securities as
equivalent to a common dividend."

The two-notch difference between S&P's 'BB' issue rating on the
securities and its 'BBB-' issuer credit rating on Telefonica S.A.
reflects the following downward adjustments from the issuer credit
rating:

-- One notch for the proposed securities' subordination, because
S&P's long-term issuer credit rating on Telefonica S.A. is
investment grade; and

-- An additional notch for payment flexibility due to the optional
deferability of interest.

S&P said, "The notching indicates that in our view there is a
relatively low likelihood that Telefonica Europe will defer
interest payments. Should our view change, we may significantly
increase the number of downward notches that we apply to the issue
rating. We may lower the issue rating before we lower the issuer
credit rating."

Key Factors In S&P's Assessment Of The Securities' Permanence

Although the proposed securities have no maturity date, Telefonica
Europe can redeem them on any date between the first call date and
the first reset date, and on every interest payment date
thereafter. The first call date will be three months before the
first reset date, itself likely to be 5.25 to 10 years after
issuance.

In addition, Telefonica can call the instrument any time, at a
premium, through a make-whole redemption option. S&P said,
"Telefonica has stated that it has no intention of redeeming the
instrument before the first reset date, and we do not consider that
this type of make-whole clause creates an expectation that the
proposed securities will be redeemed before then. Accordingly, we
do not view it as a call feature in our hybrid analysis, even
though the documentation for the hybrid instrument refers to it as
a make-whole option clause."

S&P said, "More generally, we understand that the group intends to
replace the proposed hybrid securities, although it is not obliged
to do so. In our view, this statement of intent, combined with the
group's record of replacing hybrid securities, mitigates the
likelihood that it will repurchase the securities without
replacement."

Telefonica Europe will pay a coupon on the proposed securities
equal to the applicable benchmark rate plus a margin. The margin
will increase by 25 basis points (bps) 10 years after issuance, and
by a further 75 bps 20 years after the first reset date. S&P views
the cumulative 100 bps increase as a step-up that provides
Telefonica Europe with a material incentive to redeem the
instruments 20 years after the first reset date.

After the first reset date, S&P will no longer recognize the
proposed securities as having intermediate equity content because
the remaining period until economic maturity would, by then, be
less than 20 years.

Key Factors In S&P's Assessment Of The Securities' Subordination

The proposed securities will be deeply subordinated obligations of
Telefonica Europe and will have the same seniority as the hybrids
issued in 2013, 2014, 2016, 2017, 2018, 2019, 2020, 2021, 2022, and
2023. As such, they will be subordinated to the senior debt
instruments and are only senior to common and preferred shares. S&P
understands that the group does not intend to issue any preferred
shares.

Key Factors In S&P's Assessment Of The Securities' Deferability

S&P said, "In our view, Telefonica Europe's option to defer payment
of interest on the proposed securities is discretionary. It may,
therefore, choose not to pay accrued interest on an interest
payment date. However, if an equity dividend or interest on any
equal-ranking or junior securities is paid, or if there is a
redemption or repurchase of the hybrid or any equal-ranking or
junior securities, Telefonica Europe would have to settle any
deferred interest payment in cash.

"This condition remains acceptable under our rating methodology
because, once the issuer has settled the deferred amount, it can
choose to defer payment on the next interest payment date."

The issuer retains the option to defer coupons throughout the life
of the securities. The deferred interest on the proposed securities
is cash cumulative and compounding.




===============
P O R T U G A L
===============

BANCO MONTEPIO: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable
----------------------------------------------------------------
Fitch Ratings has upgraded Caixa Economica Montepio Geral, Caixa
economica bancaria, S.A.'s (Banco Montepio) Long-Term Issuer
Default Rating (IDR) to 'BB' from 'B+' and Viability Rating (VR) to
'bb' from 'b+'. The Outlook on the Long-Term IDR is Stable.

The upgrade primarily reflects Banco Montepio's sustainable and
successful reduction of problem assets (impaired loans, net
foreclosed assets and investment properties) and improved
capitalisation. Together this has resulted in a significant decline
in the level of capital encumbered by problem assets. The upgrade
is also supported by the bank's improved structural profitability,
and recent evidence of its ability to issue unsecured debt on the
wholesale markets.

KEY RATING DRIVERS

Recovering Financial Profile: Banco Montepio's ratings reflect its
recently reduced, but still above average balance-sheet risks,
capital levels that can withstand moderate shocks and below average
profitability relative to industry averages. The ratings also
reflect its generally stable and recently improved funding and
liquidity profile, evidenced by a return to the unsecured wholesale
markets.

Small Franchise in Portugal: Banco Montepio is a small bank in the
Portuguese market. Its business model is centred on traditional
retail and commercial banking with limited diversification. Fitch
believes that the recent reduction of legacy problem assets,
finalised restructuring and higher interest rate environment will
support the long-term stability of its business profile.

Improved Risk Profile: Banco Montepio's improved risk profile
reflects a sustainable decrease in its appetite for higher-risk
lending. The bank focuses on secured lending and is mainly exposed
to private individuals and small businesses in Portugal. More
prudent underwriting standards and active management of impaired
loans and foreclosed real estate assets have led to better asset
quality metrics, but problem assets remain higher than at
higher-rated southern European peers.

Above Average Problem Assets: Fitch estimates that the problem
assets ratio reduced to 5.4% at end-2023 from 8.2% at end-2022.
Higher interest rates and the economic slowdown will bring about
defaults and will reduce recoveries. However, further reduction in
legacy problem assets, albeit slower, should lead to a
stabilisation of the impaired loans ratio modestly above 3% and of
the problem asset ratio around 5%.

Successful Profitability Turnaround: Banco Montepio's profitability
has significantly improved, driven by rising interest rates with
large amounts of rapidly repricing assets, limited pass-through of
higher rates to deposits and reduced loan impairment charges (LICs)
on legacy problem assets. Fitch expects the operating
profit/risk-weighted assets (RWAs) ratio peaked in 2023 at 2.4%,
but will remain above 1.5% in 2024. This is due to the higher cost
of funding, operating expenses and LICs that will be partly offset
by further repricing of loans and bond portfolios.

Adequate Capital Buffers, High Encumbrance: Banco Montepio's
fully-loaded common-equity Tier 1 (CET1) ratio of 16% at end-2023
represents an adequate buffer on regulatory requirements. Fitch
expects the ratio to be sustained around the current level over
2024-2025. Unreserved problem assets (including restructuring
funds) accounted for about 34% of the bank's fully loaded CET1
capital at end-2023 (end-2022: 68%). Fitch expects this ratio to
reach around 20% by end-2025.

Granular Deposit Base: Banco Montepio is mainly deposit-funded and
its liquid asset buffer is adequate in light of low upcoming
wholesale debt maturities. The bank's funding profile has improved
recently, but it remains sensitive to changes in creditor sentiment
and to the Portuguese operating environment. Access to unsecured
wholesale markets is less established than for peers and will be
pivotal to the bank meeting its final minimum requirement for own
funds and eligible liabilities (MREL), which Fitch believes is
achievable.

RATING SENSITIVITIES

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

The ratings could be downgraded if the bank's operating profit
durably and materially falls below 1% of RWAs and its problem asset
ratio rises structurally above 6%, putting pressure on its
regulatory capital buffers without prospects of a recovery in the
short term.

Ratings pressure could also arise if the bank's funding and
liquidity deteriorates materially, for example, due to reduced
liquidity buffers, an unsustainable increase in the cost of
funding, failure to access wholesale markets or a sustained
deterioration in its loans/deposits ratio.

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

An upgrade of Banco Montepio's ratings would require evidence of
financial performance achieved to date to be maintained over the
medium to long term. This would include a resilient business model
generating an operating profit/RWAs ratio around 1.5% through the
cycle. An upgrade of Banco Montepio's ratings would consequently
likely require a strengthening of the bank's franchise and business
growth, while maintaining its current risk appetite. An upgrade
would also require a problem asset ratio closer to 4%, while
maintaining capital ratios around the current level and adequate
access to unsecured wholesale debt markets.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

DEPOSIT RATINGS

Banco Montepio's long-term deposit rating is one notch above the
Long-Term IDR, reflecting the lower vulnerability of deposits to
default than senior debt, as Fitch expects depositors to be
protected if the bank fails, due to full depositor preference in
Portugal. This reflects its expectation that Banco Montepio will
succeed in building up its MREL, mainly through a further build-up
of resolution debt buffers. From 2025, Banco Montepio will have to
comply with an MREL of 23.54% of RWAs, including a 2.77% combined
buffer requirement.

SENIOR PREFERRED AND NON-PREFERRED DEBT RATINGS

Banco Montepio's long-term senior preferred debt is rated in line
with its Long-Term IDR, reflecting its view that the default risk
of the notes is equivalent to that of the bank as expressed by the
IDR, and that senior preferred obligations have average recovery
prospects. This is based on its expectation that Banco Montepio's
resolution buffers will comprise senior preferred debt instruments
and the combined buffer of senior non-preferred and more junior
debt is unlikely to exceed 10% of the bank's RWAs on a sustained
basis. For the same reason, Banco Montepio's senior non-preferred
debt is rated one notch below the Long-Term IDR.

The short-term deposit rating maps to the long-term deposit rating.
The short-term senior preferred debt rating is aligned with the
bank's Short-Term IDR.

SUBORDINATED DEBT

Banco Montepio's subordinated notes' rating is notched down twice
from its VR, in line with its baseline notching for subordinated
Tier 2 debt. The notching reflects the notes' poor recovery
prospects if the bank becomes non-viable. Fitch does not apply
additional notching for incremental non-performance risk relative
to the VR as there is no coupon flexibility included in the notes'
terms and conditions.

Government Support Rating (GSR)

Banco Montepio's GSR of 'no support' (ns) reflects its view that
although external extraordinary sovereign support is possible, it
cannot be relied upon. Senior creditors can no longer expect to
receive full extraordinary support from the government in the event
that the bank becomes non-viable.

The EU's Bank Recovery and Resolution Directive and the Single
Resolution Mechanism for eurozone banks provide a framework for
resolving banks that requires senior creditors participating in
losses, if necessary, instead of or ahead of a bank receiving
sovereign support.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

Banco Montepio's deposit, senior preferred and senior non-preferred
ratings are primarily sensitive to the IDRs and its subordinated
debt ratings are sensitive to the VR.

The long-term deposit rating, senior preferred debt and senior
non-preferred debt would likely be downgraded if Fitch no longer
expects Banco Montepio to meet its MREL by January 2025.

An upgrade of the GSR would be contingent on a positive change in
the sovereign's propensity to support the bank. In Fitch's view,
this is highly unlikely, although not impossible.

VR ADJUSTMENTS

The operating environment score of 'bbb' is below the 'a' category
implied score, due to the following adjustment reason: level and
growth of credit (negative).

The capitalisation & leverage score of 'bb' is below the 'bbb'
implied category score due to the following adjustment reason: risk
profile and business model (negative).

The funding & liquidity score of 'bb' is below the 'bbb' implied
category score due to the following adjustment reason: non-deposit
funding (negative).

ESG CONSIDERATIONS

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

   Entity/Debt                                 Rating        Prior
   -----------                                 ------        -----
Caixa Economica Montepio Geral,
Caixa economica bancaria, S.A.   LT IDR         BB  Upgrade    B+

                                 ST IDR         B   Affirmed   B

                                 Viability      bb  Upgrade    b+

                                 Gov't Support  ns  Affirmed   ns

subordinated                    LT             B+  Upgrade    B-

long-term deposits              LT             BB+ Upgrade    BB-


senior preferred                LT             BB  Upgrade    B+

senior non-preferred            LT             BB- Upgrade    B

senior preferred                ST             B   Affirmed   B

short-term deposits             ST             B   Affirmed   B


PELICAN MORTGAGES 4: Fitch Hikes Rating on Class E Notes to B+sf
----------------------------------------------------------------
Fitch Ratings has upgraded two classes of Sagres, STC S.A. /
Pelican Mortgages No.3 Plc (Pelican 3) and four classes of Sagres,
STC S.A. / Pelican Mortgages No.4 Plc (Pelican 4). It has also
revised the Outlook on Pelican 3's class D notes to Positive from
Stable. The Outlooks on Pelican 4's class D and E notes are
Positive.

   Entity/Debt                Rating           Prior
   -----------                ------           -----
Sagres, STC S.A. /
Pelican Mortgages No.3 Plc

  Class A XS0293657416    LT AAAsf  Affirmed   AAAsf
  Class B XS0293657689    LT AAsf   Upgrade    A+sf
  Class C XS0293657846    LT Asf    Upgrade    A-sf
  Class D XS0293657929    LT BBB+sf Affirmed   BBB+sf

Sagres, STC S.A. /
Pelican Mortgages No.4 Plc

   Class A XS0365137990   LT AAAsf  Affirmed   AAAsf
   Class B XS0365138295   LT AA+sf  Upgrade    AAsf
   Class C XS0365138964   LT A+sf   Upgrade    A-sf
   Class D XS0365139004   LT BBsf   Upgrade    B+sf
   Class E XS0365139699   LT B+sf   Upgrade    B-sf

TRANSACTION SUMMARY

The transactions are cash flow securitisations of Portuguese
residential mortgage loans originated by Caixa Economica Montepio
Geral, Caixa economica bancaria, S.A. (Montepio; BB/Stable/B). The
rating actions follow the periodic review of the transactions.

KEY RATING DRIVERS

Credit Enhancement Accumulation: Both transactions amortise
pro-rata but Pelican 3 has a reserve fund at floor. This has
allowed further credit enhancement (CE) accumulation, with CE for
Pelican 3's class A notes increasing to 9.6% from 9.0% and to 4.0%
from 3.4% for the class D notes at the last review based on the
March 2023 payment date. CE accumulation in Pelican 4 has been more
limited due to the amortising reserve fund, but it is expected to
build up as the reserve is approaching its documented floor.

Resilient Asset Performance: Over the last 12 months, the asset
performance has remained stable for both transactions supported by
high seasoning (from 17 years to 20 years), portfolio deleveraging
and sufficient CE. The cumulative gross default ratio is 1.05% and
1.91% for Pelican 3 and Pelican 4, respectively, almost unchanged
from last year. Arrears have remained broadly stable and well below
the average for Portuguese peers. Outstanding defaults in Pelican 4
have been on a decreasing trend in the last three quarters,
supporting the upgrades of the class B to E notes.

Updated Asset Assumptions: Following the upgrade of Portugal's
Long-Term Foreign- and Local-Currency Issuer Default Ratings to
'A-' from 'BBB+', the asset assumptions for the analysis of
transactions backed by residential mortgage loans in Portugal have
been recalibrated up to 'AAA', in line with the European RMBS
Rating Criteria. Stresses previously applicable at the 'AA+' rating
case are now applicable at the 'AAA' rating case, while stresses in
the 'B' rating case are unchanged with the intermediate rating
cases being recalibrated.

RATING SENSITIVITIES

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

Long-term asset performance deterioration such as increased
delinquencies or larger defaults, which could be driven by changes
to macroeconomic conditions, interest rate increases or borrower
behaviour.

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

The notes could be upgraded if CE ratios increase as transactions
deleverage, and are able to fully compensate the credit losses and
cash flow stresses that are commensurate with higher rating
scenarios, all else being equal.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

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

DATA ADEQUACY

Sagres, STC S.A. / Pelican Mortgages No.3 Plc, Sagres, STC S.A. /
Pelican Mortgages No.4 Plc

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

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

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

ESG CONSIDERATIONS

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




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

UZBEK METALLURGICAL: Fitch Alters Outlook on 'BB-' IDR to Negative
------------------------------------------------------------------
Fitch Ratings has revised JSC Uzbek Metallurgical Plant's (UMK)
Outlook to Negative from Stable, while affirming its Long-Term
Issuer Default Rating (IDR) at 'BB-'.

The Outlook revision is driven by UMK's higher-than-expected
leverage in 2023-2024 as the company's expansionary capex coincides
with weaker market conditions and increased production costs. While
Fitch expects UMK's leverage to moderate from 2025-2026, its
liquidity is tight and its flagship Casting and Rolling Complex
project remains subject to execution risks. These factors exert
pressure on UMK's 'b+' Standalone Credit Profile (SCP), which also
reflects UMK's small, though increasing, scale and corporate
governance limitations, as well as a solid position in the domestic
market in Uzbekistan and moderate costs.

Based on Fitch's recently updated Government Related Entities (GRE)
Rating Criteria, Fitch rates UMK on a bottom-up basis, and give it
a single-notch uplift to the SCP for the state support. UMK's
support score is 25, which underlines 'Strong' expectations for
support from the state, based on criteria definitions.

KEY RATING DRIVERS

Responsibility to Support: Fitch views UMK's decision-making and
oversight by the government as 'Strong', given the state's 93%
stake in the company and its control over the company's operating
activity and investment programme. Fitch assesses precedents of
support as 'Very Strong' as almost half of external funding for the
Casting and Rolling project was provided by the state. This is
despite the government not guaranteeing any of UMK's debt.

Incentive to Support: Fitch assesses UMK's preservation of
government policy role as 'Strong' given the company accounts for
80% of all steel products produced in Uzbekistan and more than a
third of steel products consumed within the country (this should
increase to more than half after the Casting and Rolling project is
commissioned). A UMK default would hit development of the national
steel industry and may hinder the development of the construction
and metals and mining sectors. However, Fitch does not give UMK any
scores for contagion risk, given its external debt is fairly
small.

Leverage Peaking in 2023-2024: Fitch expects UMK's gross leverage
to peak in 2023-2024 at around 5x before it moderates to 3x in 2025
and below 3x in 2026-2027. Expected lower leverage is driven by
higher projected EBITDA from 2025-2026 following the Casting and
Rolling project commissioning and normalising capex, leading to
positive projected free cash flow (FCF). The Negative Outlook
reflects the risk that deleveraging could be slower than assumed in
its rating case.

Waivers Received: UMK has already received waivers for possible
leverage covenant breaches with some of its lenders based on its
2023 results. Its projections show that the covenant might also be
breached in 2024, which could require additional waivers.

New Project Increases Scale/Diversification: The Casting and
Rolling project is a transformative hot-rolled sheet project for
UMK and the country's steel industry. The project will increase
UMK's steel-making capacity to 2.1 million tons per annum (mtpa)
from 0.9 mtpa and double its total capacity for finishing lines to
2.2mtpa. This provides diversity to its current output of longs
(mostly used in the domestic construction sector) and grinding
balls (mostly used by the domestic metals and mining sector).

Execution Risks: UMK has limited experience in delivering new
projects and is exposed to the risk of cost overruns and delays.
UMK expects the Casting and Rolling project to be commissioned by
end-2024, though it is still in the process of obtaining the
remaining funding from a syndicate of international commercial
banks.

State Funding Obtained: The Casting and Rolling project is
estimated to cost around EUR730 million, of which EUR140 million is
covered by an equity injection from state-controlled Uzbekistan
Funds for Reconstruction and Development (UFRD, received in 2021),
EUR110 million in a loan from UFRD (received in 2023), around EUR90
million from local banks (received in 2019-2020), EUR190 million in
a project finance facility, and the remaining EUR200 million from
UMK's own sources.

Fitch understands from management that UMK is planning to sign an
inter-creditor agreement with its lenders to arrange for
contractual subordination of the EUR110 million UFRD loan due in
2031. However, Fitch is likely to continue including the loan in
the debt quantum as it bears cash interest.

Normalising Margins: UMK's unit margin (EBITDA/unit) fell sharply
in 2023 to a Fitch-estimated USD80/tonne, after a strong
USD175/tonne on average in 2021 and 2022. This was due to
compressed margins worldwide, to extreme weather conditions in
early 2023 leading to electricity blackouts and idle production,
and to increased energy tariffs in Uzbekistan and currency
depreciation.

Fitch expects unit margins to normalise at around USD100/tonne for
2024-2027, which coupled with almost a doubling in production
volumes, should lift EBITDA to around USD200 million by 2026, from
around USD100 million in 2024. Fitch expects UMK's margins will
continue to be supported by low energy prices relative to
international peers' and its exclusive right to purchase and set
the price for scrap metal in the domestic market. These forecasts,
however, is subject to the Casting and Rolling project coming
on-stream by early 2025.

Global Steel Moderate Recovery: Fitch expects steel markets in 2024
to be more robust than a year ago, aided by a recovery in demand
ex-China, falling costs and a slight rise in prices in China, India
and Europe. Producer margins in China will continue recovering from
3Q23 as supply falls and buoyant manufacturing and green energy
infrastructure offset the sluggish property sector.

DERIVATION SUMMARY

Fitch rates UMK on a bottom-up basis, and give it a single-notch
uplift to its SCP for state support. UMK's 'b+' SCP is in line with
that of JSC Almalyk Mining and Metallurgical Complex (Almalyk)
(BB-/Stable; SCP: b+), and one notch higher than that of JSC
Uzbekneftegaz (UNG; BB-/Stable; SCP: b).

Almalyk's rating is equalised with that of Uzbekistan due to strong
ties between the two. Almalyk's scale by EBITDA is larger than that
of UMK and its leverage is lower even though Almalyk is also
implementing a transformative growth project (Yoshlik).

UNG's rating is equalised with that of Uzbekistan due to strong
ties between the two. UNG's strong links with the state are
underpinned by a significant share of state-guaranteed debt, and
also by UNG's presence in the Eurobond market. UNG's 'b' SCP is
under pressure from tight liquidity and high leverage.

UMK's size is comparable to that of China-based Guangyang Antai
Holdings Limited (B/Stable), whose rating considers its strong
industry position among Chinese stainless-steel producers,
diversified product offering in both stainless and carbon steel,
and moderate financial metrics. However, the Chinese producer faces
risks associated with its trading business, substantial external
guarantees - some of which are to high-risk counterparties - and
limited funding sources.

KEY ASSUMPTIONS

- Volumes in line with management's guidance to double by 2026 when
the Casting and Rolling project is in full production

- Average EBITDA margin of around 15% in 2024-2027

- Capex peaking in 2023-2024 due to investments in the Casting and
Rolling Complex, and normalising from 2025

- Outstanding funding from international commercial banks of EUR190
million to be received in 2024

- No dividends in 2024-2025

RATING SENSITIVITIES

UMK:

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

- As the ratings are on Negative Outlook, Fitch does not expect a
positive rating action at least in the short term. Reducing
execution risks of the Casting and Rolling project (eg. progress
towards completion in line with schedule), improved liquidity, as
well as EBITDA gross leverage stabilising at below 3x could lead to
a revision of the Outlook to Stable

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

- Material weakening of ties between the company and the state

- EBITDA gross leverage consistently above 3x

- Unremedied liquidity issues

-  Negative rating action on Uzbekistan

For Uzbekistan (See February 2024 Rating Action Commentary)

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

- External Finances: A marked worsening of external finances, for
example, via a large and sustained drop in remittances or a
widening in the trade deficit, leading to a significant decline in
FX reserves.

- Public Finances: A marked rise in the government's debt-to-GDP
ratio or an erosion of sovereign fiscal buffers, for example, due
to an extended period of low growth, loose fiscal stance or
crystallisation of contingent liabilities.

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

- Macro: Consistent implementation of structural reforms that
promote macroeconomic stability, sustain strong GDP growth
prospects and support better fiscal outturns.

- Public Finances: Confidence in a durable fiscal consolidation
that enhances medium-term public debt sustainability.

- Structural: A marked and sustained improvement in governance
standards.

LIQUIDITY AND DEBT STRUCTURE

Tight Liquidity: At end-2023 UMK's cash balance was minimal and it
had no undrawn committed credit lines. UMK's liquidity is tight in
view of its capex-related negative FCF in 2024 (around USD135
million, according to Fitch's estimates) and short-term debt
(around USD70 million, some of which can be rolled over). Fitch
expects the liquidity gap to be funded by a EUR190 million project
finance loan UMK is finalising with a consortium of international
commercial banks. Fitch assumes that in case this funding is
delayed UMK should be able to receive additional support from the
government.

UMK's liquidity position should improve in 2025 after the Casting
and Rolling project commences operations and ramps up production,
and as its FCF turns positive.

ISSUER PROFILE

UMK is a small state-owned producer of long steel products and
grinding balls in Uzbekistan.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

UMK's IDRs are linked to Uzbekistan's sovereign ratings.

ESG CONSIDERATIONS

JSC Uzbek Metallurgical Plant has an ESG Relevance Score of '4' for
Financial Transparency due to below-average quality of financial
disclosure (eg. lack of interim financials), 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             Prior
   -----------                   ------             -----
JSC Uzbek
Metallurgical Plant     LT IDR    BB-    Affirmed    BB-




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

BBVA CONSUMO 13: Moody's Assigns (P)Ba2 Rating to EUR100MM B Notes
------------------------------------------------------------------
Moody's Ratings has assigned the following provisional ratings to
Notes to be issued by BBVA Consumo 13, FT:

EUR1900M Series A Fixed Rate Asset Backed Notes due May 2037,
Assigned (P)Aa3 (sf)

EUR100M Series B Fixed Rate Asset Backed Notes due May 2037,
Assigned (P)Ba2 (sf)

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

RATINGS RATIONALE

The transaction is a static cash securitisation of Spanish
unsecured consumer loans originated by Banco Bilbao Vizcaya
Argentaria, S.A. (BBVA) (A3 Senior Unsecured/A3(cr), A2 LT Bank
Deposits). The portfolio consists of consumer loans used for
several purposes, such car acquisition, property improvement and
other undefined or general purposes. BBVA also acts as servicer,
collection account bank and issuer account bank provider of the
transaction.

The underlying assets consist of consumer loans with fixed rates
(98.7% of the pool) and floating rate loans (1.3% of the pool), and
a total outstanding balance of approximately EUR2,144 million. As
of January 9, 2024, the provisional portfolio has 239,848 loans
with a weighted average interest of 7.12%. The portfolio is highly
granular with the largest and 20 largest borrowers representing
0.01% and 0.11% of the pool, respectively. The portfolio also
benefits from a good geographic diversification and good weighted
average seasoning of 17.1 months. The final portfolio will be
selected at random from the provisional portfolio to match the
final Notes issuance amount.

The transaction benefits from credit strengths such as a strong
artificial write-off, which traps the available excess spread to
cover any losses when the loan has been six months in arrears.
Interest and principal on Class B Notes are fully subordinated to
Class A Notes and the amortization of the Notes is fully
sequential. An amortizing reserve, funded to 5.0% of the original
outstanding balance of the Notes, provides liquidity for the Class
A Notes. Class B Notes will benefit from the amounts outstanding in
the reserve fund once Class A Notes has fully amortised.

No interest rate risk as both interests on 98.7% of the asset and
100% of the Notes are fixed. However, Moody's notes that there is a
risk of yield compression as 97.9% of the loans in the pool has the
option of an automatic discount on the loan interest rate as a
result of the future cross selling of other products.

Various mitigants have been put in place in the transaction
structure, such as performance-related triggers to stop the
amortisation of the reserve fund. Commingling risk is mitigated by
the transfer of collections to the issuer account bank within two
days and the high rating of BBVA (A3 Senior Unsecured/A3(cr), A2 LT
Bank Deposits). If BBVA's long term deposit rating is downgraded
below Baa2, it will either transfer the issuer account to an
eligible entity or guarantee the obligations of BBVA.

Moody's analysis focused, amongst other factors, on (i) an
evaluation of the underlying portfolio of consumer loans and the
eligibility criteria; (ii) historical performance provided on
BBVA's total book and past consumer loan ABS transactions and
performance of previous BBVA Consumo deals; (iii) the credit
enhancement provided by subordination, excess spread and the
reserve fund; (iv) the liquidity support available in the
transaction by way of principal to pay interest; and (v) the
overall legal and structural integrity of the transaction.

MAIN MODEL ASSUMPTIONS

Moody's determined a portfolio lifetime expected mean default rate
of 5.5%, expected recoveries of 15.0% and a portfolio credit
enhancement ("PCE") of 19.0%. The expected defaults and recoveries
capture Moody's expectations of performance considering the current
economic outlook, while the PCE captures the loss Moody's expect
the portfolio to suffer in the event of a severe recession
scenario. Expected defaults and PCE are parameters used by Moody's
to calibrate its lognormal portfolio loss distribution curve and to
associate a probability with each potential future loss scenario in
its ABSROM cash flow model to rate consumer ABS transactions.

The portfolio expected mean default rate of 5.5% is above recent
Spanish consumer loan transaction average and is based on Moody's
assessment of the lifetime expectation for the pool taking into
account: (i) historical performance of the loan book of the
originator, (ii) performance track record on most recent BBVA
Consumo deals, (iii) benchmark transactions, and (iv) other
qualitative considerations like the percentage of self-employed in
this portfolio.

Portfolio expected recoveries of 15% are in line with recent
Spanish consumer loan average and are based on Moody's assessment
of the lifetime expectation for the pool taking into account: (i)
historical performance of the loan book of the originator, (ii)
benchmark transactions, and (iii) other qualitative considerations
such as quality of data provided.

The PCE of 19.0% is above other Spanish consumer loan peers and is
based on Moody's assessment of the pool taking into account the
relative ranking to originator peers in Spanish consumer loan
market. The PCE of 19.0% results in an implied coefficient of
variation ("CoV") of 47.2%.

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

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

Factors or circumstances that could lead to an upgrade of the
ratings of the Notes would be: (1) better than expected performance
of the underlying collateral; or (2) a lowering of Spain's
sovereign risk leading to the removal of the local currency ceiling
cap.

Factors or circumstances that could lead to a downgrade of the
ratings of the Notes would be: (1) worse than expected performance
of the underlying collateral; (2) deterioration in the credit
quality of BBVA; or (3) an increase in Spain's sovereign risk.




=====================
S W I T Z E R L A N D
=====================

BREITLING HOLDINGS: Moody's Affirms B2 CFR, Outlook Remains Stable
------------------------------------------------------------------
Moody's Ratings has affirmed the B2 corporate family rating and
B2-PD probability of default rating on Breitling Holdings S.a r.l.
(Breitling or the company). Moody's has also affirmed the B2
instrument ratings on the euro equivalent CHF1,095 million backed
senior secured term loan B and the CHF115 million backed senior
secured revolving credit facility (RCF) raised by Breitling
Financing S.a r.l. The outlook remains stable for both entities.

RATINGS RATIONALE

The rating affirmation reflects the company's performance as of YTD
December 31, 2023 (year end is March) which has weakened compared
to FY2023 due to the slowdown in the luxury spending market. As of
LTM December 2023, Moody's adjusted debt/EBITDA (leverage) was at
6.1x while (EBITDA-Capex)/interest expense (interest coverage) was
1.6x which positions the ratings weakly in the B2 rating category.
Large working capital outflows related to inventory buildup,
increased use of gold in inventory and shareholder distributions
have caused negative free cash flow (FCF) to debt of 19%. The
decline in revenue and EBITDA has been mostly volume driven due to
the softening in consumer spending on luxury goods that Moody's see
across the sector. Breitling's single brand and narrow product
focus also make it more susceptible to performance deterioration
due to macro factors compared to its more diversified luxury peers.
On the other hand, Breitling's strong brand positioning and growth
potential from expansion in the USA, Middle East and China, in the
super luxury watch segment and in ladies' watches support the
rating.

Moody's expects Breitling's credit metrics to be weak in FY2024 (FY
ending March 31, 2024) with gradual improvement from FY2025 onwards
as volumes start picking up. Moody's expects Breitling's leverage
to be around 6.3x-6.0x in FY2024 and FY2025 while interest coverage
will be between 1.7x-1.9x over the same period.

FCF/debt is expected to be marginally positive by FY2025 as
inventory levels normalise.

LIQUIDITY

Moody's expects Breitling to maintain adequate liquidity with a
cash balance of around CHF90 million as of December 31, 2023,
access to an undrawn CHF110 million RCF maturing in 2028 and
breakeven free cash flow generation expected in FY2025. There are
no significant debt maturities until 2028.

The RCF is subject to a springing net senior secured leverage
covenant of 9.0x if drawings exceed 40%, which provides ample
headroom. Moody's does not expect the RCF to be drawn over the next
18 months.

OUTLOOK

The stable outlook reflects Moody's expectation that the weakness
in operating performance is temporary in nature and that there will
be a recovery in volumes and credit metrics from FY2025 onwards,
supported by expansion of Breitling network, new product launches
and its strategic growth initiatives in retail, e-commerce, the
super luxury segment and ladies' watches and the USA, Middle East
and China. The stable outlook also incorporates Moody's
expectations that Breitling will generate some modest positive FCF
in FY2025, maintain adequate liquidity and prudently manage
shareholder distributions with no detriment to the company's credit
profile, which currently has limited headroom for any further
deterioration.

STRUCTURAL CONSIDERATIONS

The holding company Breitling Financing S.a r.l. is the issuer of
the CHF115 million RCF and the euro equivalent EUR1,095 million
backed senior secured term loan B. These debt instruments are
guaranteed by the parent holding company Breitling Holdings S.a
r.l. along with domestic and foreign subsidiaries, which together
generate at least 70% of Breitling's reported EBITDA. The RCF and
the backed senior secured term loan B are secured by share pledges
and material intercompany receivables.

The B2 rating on the RCF and the backed senior secured term loan B
is in line with the CFR, reflecting their pari passu ranking and
the absence of any significant liabilities ranking ahead or behind.
The B2-PD PDR is in line with the B2 CFR assuming a 50% recovery
rate typical for a capital structure comprising bank debt with
loose covenants.

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

Over time ratings could be upgraded if the company's
Moody's-adjusted (gross) debt/EBITDA falls below 4.5x on a
sustainable basis and its FCF generation (as adjusted by Moody's)
becomes significantly stronger with a FCF to debt ratio trending
towards high-single digits. An upgrade also requires the company to
demonstrate a more balanced and predictable financial policy.

Ratings can be downgraded if the company's Moody's-adjusted
debt/EBITDA increases and stays sustainably above 6.0x, as a result
of a deviation from operating forecasts, debt-funded acquisitions
or shareholder distributions. Negative pressure could also build if
the company's Moody's-adjusted FCF becomes negative,
(EBITDA-Capex)/interest weakens to 1.5x or if liquidity
deteriorates.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Breitling is a Switzerland-based manufacturer of luxury watches. It
is majority owned by Partners Group and the rest by CVC Capital
Partners and management.

The company generated CHF839 million of net sales and Moody's
adjusted EBITDA of CHF210 million for the last twelve months ended
December 31, 2023.




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

UKRAINE: S&P Cuts Foreign Currency LT Sovereign Credit Rating to CC
-------------------------------------------------------------------
S&P Global Ratings, on March 8, 2024, lowered its foreign-currency
(FC) long-term sovereign credit and issue ratings on Ukraine to
'CC' from 'CCC'. The outlook on the long-term sovereign FC rating
is negative.

At the same time, S&P affirmed its 'C' short-term FC rating and its
'CCC+/C' LC long- and short-term sovereign credit ratings on the
sovereign. The outlook on the long-term LC rating is stable.

S&P also affirmed its national scale rating at 'uaBB' and its
transfer and convertibility assessment remains 'CCC+'.

Outlook

The negative outlook on the FC long-term rating reflects risks to
Ukraine's commercial debt service, given the government's
debt-restructuring plan.

The stable outlook on the LC long-term ratings balances significant
fiscal pressures against the government's incentives to service
hryvnia-denominated debt to avoid distress to domestic banks, which
are the primary holders of LC bonds issued by the government.

Downside scenario

S&P said, "We would lower the FC rating to 'SD' (selective default)
if Ukraine implements what we view as a distressed debt
restructuring. We could lower the LC ratings if we see indications
that Ukrainian-hryvnia-denominated obligations could suffer
nonpayment or restructuring."

Upside scenario

S&P could raise the FC ratings if, contrary to its expectations,
S&P thinks the likelihood of a distressed exchange of Ukraine's
commercial debt has decreased.

S&P could raise the LC ratings if Ukraine's security environment
and medium-term macroeconomic outlook improve.

Rationale

The rating action reflects S&P's belief that the inclusion of
commercial creditors (Eurobond holders) in Ukraine's ongoing
government debt relief effort is a virtual certainty. This effort
aims to ease external debt service pressure and restore public debt
sustainability as part of the ongoing Extended Fund Facility (EFF)
arrangement with the IMF.

The Group of Creditors for Ukraine has already extended the
deferral of payments on official bilateral debt until the end of
the IMF program in 2027. But their participation in an additional
debt restructuring is subject to private external creditors
agreeing to a debt restructuring that is at least as favorable. To
that end, the government is planning to achieve debt relief from
Eurobond holders before the existing debt standstill expires in
August this year. S&P expects greater visibility on the details of
external commercial debt restructuring in the coming months
following the publication of the IMF's debt sustainability
assessment (DSA) which should set the broad parameters of debt
relief. Absent restructuring, the government faces debt service
payments on Eurobonds of $4.5 billion in 2024 and some $3 billion
on average annually in 2025-2027.

S&P said, "Our ratings reflect our view of an issuer's ability and
willingness to meet its commercial, nonofficial financial
obligations in full and on time. If commercial debt restructuring
takes place, in light of protracted balance of payments and fiscal
challenges, we would likely view it as distressed.

"In our view, the government's ability and medium-term incentives
to meet its financial commitments in LC are somewhat higher
compared with those in FC. Hryvnia-denominated debt is primarily
held by the National Bank of Ukraine (NBU), and domestic banks,
half of which are state-owned. A default on these LC obligations
would amplify banking sector distress, increasing the likelihood
that the government would have to provide the banks with financial
support, limiting the benefits of debt relief."

Institutional and economic profile: The evolution of the war with
Russia continues to shape Ukraine's macroeconomic outlook.

-- S&P assumes that the active phase of the war will last at least
until end-2024.

-- Under the IMF arrangement, the government has been seeking
external commercial debt relief to preserve FC liquidity and
restore debt sustainability.

-- Absent a significant escalation of the war, S&P projects
Ukraine's economy will expand by about 4%-5% on average in the
medium term, but a recovery to the pre-war level is unlikely in the
foreseeable future.

Ukraine's economy and society continue to suffer from the Russian
military aggression. Areas occupied by Russian forces account for
some 15% of Ukraine's territory, about 8%-9% of its pre-war GDP,
and 14% of its industrial and 10% of its agricultural production.
Almost one-third of Ukraine's population has been displaced, and
around 15% have left the country and are now refugees, residing
mostly in the EU.

S&P said, "It is unclear how the war might develop, but we believe
a military stalemate with no major change to the frontline remains
the most likely scenario as both sides resign themselves to an
extended war. The prospect of any negotiated peace plan appears
low. As a result, we assume that the active phase of the war will
last until the end of this year, and likely beyond. That said,
under our base case, we expect Ukraine's government and the NBU
will maintain their administrative capacity even in the face of
significant military attacks.

"Despite the ongoing hostilities and attacks on the energy
infrastructure, the Ukrainian economy proved more resilient in 2023
than we anticipated. Businesses and households have adjusted to the
war-induced uncertainty and shortfalls in critical infrastructure,
including in the transport and power sectors. This, together with
reduced security risks in unoccupied areas, has resulted in an
improvement in consumer and business confidence compared with 2022.
Several factors contribute to our estimate of 5.5% real GDP growth
in 2023, principally: recovering consumption on the back of loose
fiscal policies and disinflation; a strong agricultural harvest;
and rebounding commodity exports allowed by a partial resumption of
Black Sea shipments. This compares with the economy's sizable 29%
contraction in 2022.

"We expect economic growth will continue in 2024 on domestic demand
expansion and further recovery of seaborne exports but project it
will soften to 3.9% because of the high base effect created by a
strong agricultural season last year. We forecast the economy will
expand by an annual average of 4.5%-5.0% thereafter."

That said, given the substantial damage to physical and human
capital, Ukraine's medium-term economic outlook is subject to a
high degree of uncertainty. The key determinants of the country's
recovery prospects are the evolution of the war, the post-war
demographic and labor market profile, and the effectiveness of
reconstruction efforts, as well as continued international
support.

Considering these factors, and the toll the war has taken on
Ukraine's economy, S&P does not expect real GDP to recover to its
pre-war level in our forecast period through 2027.

S&P Global Ratings notes a high degree of uncertainty about the
extent, outcome, and consequences of the Russia-Ukraine war.
Irrespective of the duration of military hostilities, related risks
are likely to remain in place for some time. As the situation
evolves, S&P will update its assumptions and estimates
accordingly.

Flexibility and performance profile: Foreign financial support will
remain key to Ukraine meeting its external and fiscal funding
needs

-- The international community has committed US$122 billion of
financial support to Ukraine until early 2027. These funds should
cover a significant share of government funding needs.

-- International financial assistance to Ukraine in 2022-2023 was
strong, but risks to future disbursement of committed funds by some
donors are building.

-- The NBU has moved to a more flexible exchange rate regime amid
record-high international reserves and fast disinflation.

The war-induced shock to the economy and the tax base, coupled with
increasing defense and security spending, have significantly
undermined the government's fiscal position. Despite the
government's efforts to contain spending beyond defense and social
transfers, the general government deficit reached a high 20% of
GDP, including foreign grants, in 2023, following a 14% deficit a
year earlier.

The government has largely restored the pre-war taxation regime,
but revenues remain weak, whereas spending pressures, including
from defense-related items, remain exceptionally high. As a result,
S&P projects that the general government deficit including grants
will remain very high at 17% of GDP this year. Assuming security
risks and associated military spending subside, headline fiscal
deficits could decline to 6%-7% of GDP on average over 2025-2027.
These deficits will be caused by an only partial economic recovery,
high reconstruction spending, and the need to support some
state-owned enterprises, including in the energy sector.

S&P said, "We expect that foreign grants and concessional loans
will continue to cover most of Ukraine's government financing needs
this year, and likely beyond. The international community has
committed $122 billion to Ukraine between 2023 and 2027, including
assistance from donor countries and international financial
institutions. An important catalyst of this support is the
expectation that Ukraine will comply with the conditions of the
$15.6 billion, four-year EFF arrangement with the IMF, concluded in
March 2023. Ukraine received $43 billion of foreign aid in 2023,
primarily in the form of long-term concessional loans, but also
grants. This marked an increase from $32 billion in 2022.

"Even though we assume international support to Ukraine will remain
strong, we note risks to its steady flow. Domestic political
tensions in the U.S. have stalled the approval by Congress of
military and financial aid for Ukraine this year. The Ukrainian
government expects to receive $38 billion from all donors in 2024,
including about $8 billion of grants from the U.S. Our baseline
scenario assumes the full disbursement of these funds this year.
Still, in case of a shortfall of U.S. funding, we see the fallout
as manageable since the gap could be covered by other donors and
domestic borrowings, among other sources. Beyond 2024, however,
there is a risk that external support to Ukraine could be less
forthcoming due to the heavy election schedule in key donor
countries and the potential for some governments to view the cost
of providing further support to Ukraine as too high.

"Based on our macroeconomic and fiscal projections, we forecast
that net government debt as a share of GDP will almost double
compared with its pre-war level to about 93% of GDP by end-2027.
That said, we expect the share of long-term concessional loans from
multilateral and official creditors in the total stock of
government debt to further increase from a currently high 51%.

"Our fiscal projections do not reflect the ongoing external
commercial debt restructuring effort, as its parameters are yet to
be finalized. Visibility will increase in the next few weeks after
the publication by the IMF of the updated DSA following the
expected approval of the third review of the EFF program. Our
understanding is that the debt restructuring plans exclude
multilateral and domestic government debt (both in LC and FC).
These obligations account for over 70% of the current total debt
stock and debt service in the coming years. Even though Ukraine's
direct and state-guaranteed Eurobonds account for a much smaller
share of total debt (17%), debt service payments on them will
amount to a sizable $4.5 billion in 2024 and some $3 billion on
average annually in 2025-2027. In 2022, the government deferred
payments on Eurobonds until August 2024.

"We project that Ukraine's current account balance will remain in a
sizable deficit of about 7%-8% of GDP on average over our forecast
horizon through 2027. This is largely due to a deterioration in the
trade balance relating to a slow recovery of exports and high
reconstruction-related imports."

Strong international financial assistance and declining capital
outflows on the back of the private sector's waning devaluation
expectations buoyed Ukraine's gross international reserves to a
record high $40.5 billion at end-2023, almost 1.5x above the
pre-war level. This, along with continued foreign exchange market
stability and declining inflation expectations, paved the way for
the NBU to gradually transition toward a more flexible
exchange-rate regime in October 2023 and start relaxing foreign
exchange restrictions. S&P expects foreign-donor inflows to meet
Ukraine's external financing needs in the next few years,
supporting the country's international reserves at the current
elevated levels.

Consumer price inflation has decelerated steadily to 4.7% in
January from its peak of 26.6% in the fourth quarter of 2022,
falling below the NBU's inflation target of 5.0% plus/minus 1
percentage point for the first time since late 2020. The decline
came from falling food and energy prices, easing logistical
bottlenecks, and exchange-rate stability, as well as the high base
effect. Core inflation has also moderated steeply, even if at a
slightly slower pace. S&P expects headline inflation to pick up in
the second half of this year on fading base effects, recovering
domestic demand, and modest currency depreciation. Still, in annual
average terms, it projects inflation will fall to about 7% in 2024
from 12.8% last year. Steady disinflation and the stability of the
foreign exchange cash market enabled the NBU to cut the policy rate
last year by 10 percentage points to the current 15%. Further
policy easing will depend on inflation dynamics, but also on the
stability of foreign aid inflow and exchange rate dynamics.

Accumulated buffers, together with the NBU's concerted emergency
measures, have preserved the stability of the Ukrainian banking
system. Most banks maintain operational capacity and are profitable
and liquid. However, the fallout of the war on the private sector
has undermined banks' asset quality. Reported nonperforming loans
(NPLs) increased to 38% of total loans at end-2022 from an already
elevated level of 30% before the war due to the high number of
legacy NPLs in the state-owned banks. S&P expects asset quality
pressures to persist. That said, most NPLs caused by the war
emerged in 2022 and the figure did not increase last year,
amounting to 37.4% in December 2023. Moreover, the NBU's recent
resilience assessment of the 20 biggest banks, accounting for 90%
of total bank assets, suggests that most of them have adequate
capital buffers.

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

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

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

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

  Ratings List

  DOWNGRADED  
                               TO      FROM
  UKRAINE

   Senior Unsecured            CC       CCC

  STATE ROAD AGENCY OF UKRAINE (UKRAVTODOR)

   Senior Unsecured            CC       CCC

  DOWNGRADED; RATINGS AFFIRMED  
                               TO      FROM
  UKRAINE
  Sovereign Credit Rating    

   Foreign Currency     CC/Negative/C  CCC/Negative/C

  NOT RATED ACTION  
                               TO      FROM
  UKRAINE

  Senior Unsecured             NR       D

  RATINGS AFFIRMED  

  UKRAINE

  Sovereign Credit Rating

   Local Currency                     CCC+/Stable/C   

   Ukraine National Scale             uaBB/--/--

   Transfer & Convertibility Assessment    CCC+




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

ALDO SHOES: Collapses Into Administration
-----------------------------------------
Business Sale reports that Retail Group UK 2020 Limited, which
trades as Aldo Shoes, fell into administration at the end of
February, having filed a notice of intention (NOI) to appoint
administrators earlier that month.

Edward Avery-Gee and Daniel Richardson of CG&Co were subsequently
appointed as joint administrators at the company, Business Sale
discloses.

Aldo Shoes is a long-standing high-street shoe retailer.  The
company fell into administration in September 2020 as a result of
the COVID-19 pandemic and pre-existing profitability issues,
Business Sale relates.  The UK business and assets were
subsequently acquired out of administration by Bushell Investment
Group (BIG), whose chairman, Lee Bushell had founded Retail Group
UK in May 2020, Business Sale notes.

The company's most recent accounts cover the seven months to
December 2021, during which time the group saw significant
improvement, with turnover rising from just GBP2.6 million in the
year to May 31, 2021, to nearly GBP7.7 million, while pre-tax
profits rose from GBP8,167 to GBP438,765, Business Sale states.  At
the time, the company's net assets were valued at GBP389,715,
according to Business Sale.


BRITISHVOLT: Prospective Buyer Faces Winding-Up Petition
--------------------------------------------------------
Matthew Field at The Telegraph reports that the company that
promised to buy collapsed UK gigafactory Britishvolt has been hit
with a winding up petition as creditors chase it for unpaid wages
and other monies owed.

According to The Telegraph, court records show Recharge Industries
UK, led by Australian entrepreneur David Collard, was issued with a
winding up demand by Tom Cowling, a former board member at
Britishvolt and its chief governance officer.

It is the latest legal action against Recharge, which promised to
buy the assets of Britishvolt out of administration and revive the
project but has struggled to follow through, The Telegraph notes.

Administrators EY said in February that the prospective buyer
remained "in default of the business sale agreement" and has yet to
pay the full GBP8.75 million owed under the deal, The Telegraph
relates.  Work on developing the site has remained in limbo, The
Telegraph notes.

Two recent employment tribunal judgments, seen by The Telegraph,
show Recharge was ordered to pay a total of GBP240,000 to two
former senior employees for "unlawfully" failing to pay wages.  In
each case, Recharge failed to file a response, the judgments said.

Among those owed money were Timon Orlob, its former chief
commercial officer, The Telegraph relays.

Britishvolt had hoped to build a GBP3.8 billion battery plant in
the North East, near Blyth, creating thousands of jobs.  However,
it collapsed into administration last year, The Telegraph
recounts.


BUFFALO FARM: Investor Buys Assets Out of Administration
--------------------------------------------------------
Ally McRoberts at Dunfermline Press reports that the Buffalo Farm
in Fife has gone into administration but it will remain open.

According to Dunfermline Press, owner Steve Mitchell said that
funds from a "very generous investor" meant they could save jobs,
the animals and the business.

A deal has now been done to buy the company's assets from the
administrators and he apologised to those owed money who will lose
out, Dunfermline Press discloses.

On March 12, Mr. Mitchell explained: "I just wanted to acknowledge
and clarify what you may already be aware of from social media and
the local press.  Sadly, the Buffalo Farm Ltd did go into
administration yesterday, however the business has not closed.

"Thanks to a very generous investor who has supported me, we have
been able to safeguard the jobs, the animals and the business, by
purchasing the assets from the administrators.

"This means that all orders placed will be honoured and delivered
as per your confirmation and both our shop and the bothy are able
to continue to remain open."

The company was the first in Scotland to sell mozzarella and
ice-cream made from the herd of 500 buffalos.

Their products have been recognised with a number of industry
awards and the business has a cafe bistro on the farm whilst also
supplying produce to the hotel and restaurant trade.

On March 11, Mr. Mitchell blamed the economic climate "impacted by
COVID, wars, soaring energy bills, cost-of-living crises and TB
that just weren't foreseen by anyone" for pushing their debts to a
"level we simply could no longer sustain", Dunfermline Press
relates.

Accounts from 2022 stated 84 people were employed by the business
at that time.


CLC CAR: Goes Into Administration
---------------------------------
Business Sale reports that CLC Car Sales (North West) Limited and
CLC Car Sales (South East) Limited fell into administration at the
end of February, with the Gazette confirming the appointment of
Glyn Mummery, Geoff Rowley and Ian Corfield of FRP Advisory as
joint administrators to both firms on March 8.

In the year to December 31, 2022, CLC Car Sales (North West)
reported turnover of close to GBP5.6 million, up from GBP4.8
million a year earlier, but fell from a GBP187,732 pre-tax profit
to a loss of GBP207,040, Business Sale relates.  At the time, the
company's total assets were valued at just under GBP9 million, but
debts stood at close to GBP8.7 million, leaving net assets at
GBP254,361, Business Sale discloses.

During the same period, CLC Car Sales (South East) reported
turnover of GBP4.9 million, up from GBP4.6 million a year earlier,
and cut its post-tax losses from GBP4.5 million to GBP1.4 million,
Business Sale states.  At the time, its net assets amounted to
GBP59,615,
Business Sale notes.

CLC Car Sales (North West) Limited and CLC Car Sales (South East)
Limited are a pair of used car sales businesses, headquartered in
Manchester and Essex, respectively, with a principal trading
address in Basildon.


CLYDESDALE BANK: Moody's Affirms 'Ba1(hyb)' Preferred Stock Rating
------------------------------------------------------------------
Moody's Ratings affirmed all ratings and assessments of Clydesdale
Bank PLC (CYBG), the main operating entity of Virgin Money UK PLC
(Virgin Money UK): long-term and short-term A1/P-1 Counterparty
Risk Ratings (CRRs), A1(cr)/P-1(cr) Counterparty Risk Assessments,
the A3/P-2 deposit ratings, respectively, (P)A3 senior unsecured
and (P)Baa2 long-term subordinated Medium-Term Note program
ratings, (P)P-2 other short-term ratings, baa1 Baseline Credit
Assessment (BCA) and Adjusted BCA. Furthermore, Moody's affirmed
all ratings of Virgin Money UK: Baa1 long-term senior unsecured and
issuer ratings, Baa2 long-term subordinate ratings, Ba1(hyb) Pref.
Stock Non-cumulative, (P)Baa1 long-term senior unsecured and
(P)Baa2 long-term subordinated Medium-Term Note program ratings,
(P)P-2 other short-term ratings.

The outlooks on CYBG's long-term deposit ratings and Virgin Money
UK's long-term issuer and senior unsecured ratings were changed to
positive from stable.

The rating action follows the announcement that Nationwide Building
Society (Nationwide; senior unsecured and deposit ratings A1
stable, BCA a3) has reached a preliminary agreement on the key
terms of a potential acquisition of Virgin Money UK in a GBP2.9
billion all-cash transaction. If the deal proceeds, Nationwide will
make a formal offer within the next four weeks, according to the
City Code on Takeovers and Mergers.[1]

A List of Affected Credit Ratings is available at
https://urlcurt.com/u?l=pSE6ba

RATINGS RATIONALE

The affirmation of CYBG's BCA reflects the bank's good
risk-weighted capitalization and low stock of problem loans, but
also limited business diversification, modest leverage, and
improving moderate profitability. Furthermore, the affirmation of
the BCA reflects the limited expected impact on Virgin Money UK's
credit profile over the outlook period during its gradual
integration to Nationwide.

OUTLOOK

The outlook change to positive from stable reflects Moody's
expectation that if the acquisition by Nationwide were completed,
the adjusted BCA of the bank could benefit from potential support,
in case of need, from its new parent, whose stronger credit profile
is reflected in its BCA of a3. Furthermore, the positive outlook
reflects potential benefits to senior creditors of Virgin Money UK
if the bank's liability structure converges with that of
Nationwide, resulting in lower loss-given-failure.

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

The debt and deposit ratings could be upgraded following an upgrade
of CYBG's adjusted BCA or BCA. The deposit and senior debt ratings
could also be upgraded following a significant increase in its
bail-in-able funding sources. The BCA could be upgraded if Virgin
Money UK's profitability improves materially, provided that capital
and asset quality do not deteriorate. CYBG's adjusted BCA could be
upgraded following the completion of the acquisition by higher
rated Nationwide.

Although unlikely at present considering the positive outlook,
Virgin Money UK and CYBG's ratings and assessments could
nevertheless be downgraded if the transaction is not consummated
and CYBG's BCA is downgraded as a result of an unexpected increase
in asset risk or a drop in profitability. The ratings could be
downgraded if solvency and liquidity profile of the bank and
bail-in-able funding sources decline significantly.               


PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in March 2024.


DEUCE MIDCO: Moody's Affirms 'B3' CFR, Outlook Remains Stable
-------------------------------------------------------------
Moody's Ratings has affirmed the B3 long-term corporate family
rating, Ba3 senior secured bank credit facility rating and B3-PD
probability of default rating of Deuce Midco Limited's (David Lloyd
Leisure or DLL), the leading operator of premium Health & Fitness
clubs in Europe. At the same time, Moody's affirmed the B3 backed
senior secured rating of DLL's subsidiary Deuce FinCo plc. The
outlook for both entities remains stable.

RATINGS RATIONALE

David Lloyd Leisure's B3 CFR reflects its high leverage, standing
at 8.4x for the 12 months to September 2023, and its substantial
cash consumption as the company invests in growth, with free cash
flow (FCF) being negative by GBP54 million over the period.
However, the elevated leverage is mainly driven by long leases: on
a pre-IFRS 16 basis, leverage is at a more moderate 6.0x.
Furthermore, DLL's negative FCF is exacerbated by limited but
costly greenfield projects which are the subjects of
sale-and-leaseback transactions in the UK, with proceeds more than
offsetting construction costs.

DLL's operating performance has remained strong: earnings in 2022
were already 24% above their pre-pandemic level and they have grown
4% for the year-to-date September 2023, despite energy costs
headwinds and the cost-of-living crisis. The company's affluent
customer base has remained loyal, with over 80% of adults joining
on the most premium packages and the vast majority of those on 12
months packages.  Indeed its membership grew by 1.8% in the year on
a like-for-like basis. Member yield growth was the main driver
behind the 16% revenue growth in the year, through price increases
and higher uptake of premium memberships.

DLL has good revenue and costs visibility for 2024, with notably
85%-90% of energy costs hedged. Moody's expects price increases,
maturation of recently invested and newly opened sites, and lower
energy costs will drive company-adjusted after-rent EBITDA to
GBP215 million in 2024 from GBP172 million for the 12 months to
September 2023. On this basis, Moody's-adjusted leverage will
decline to 7.3x, a relatively modest level for the rating
considering the impact of leases. Assuming flat unit energy prices,
the rating agency expects earnings growth will still be robust in
2025, with a company-adjusted after-rent EBITDA of nearly GBP245
million resulting in a leverage of 6.6x. However, while Moody's
expects the company's FCF profile to improve, the rating agency
forecasts it will still only be broadly neutral in 2024 and only
marginally positive in 2025 as the company will keep investing in
growth.  

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will continue to deleverage and will consume less cash or generate
some starting from this year. The outlook does not account for any
debt-funded acquisitions, dividend payment or any other material
payments outside the restricted group.

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

Moody's could upgrade the company's rating if on a Moody's-adjusted
and sustainable basis:

-- profits keep growing through member base and/or member yield
growth;

-- Debt/EBITDA is below 7.5x;

-- EBITA/interest is above 1.5x; and

-- free cash flow is positive and meaningful.

Downward pressure could materialise if on a Moody's-adjusted and
sustainable basis:

-- Debt/EBITDA is above 9x;

-- EBITA/Interest is below 1x;

-- the liquidity profile materially deteriorates; or

-- there is any material and sustained decline in the number of
members or in membership yield.

STRUCTURAL CONSIDERATIONS

The B3 CFR and the probability of default rating of B3-PD are at
the same level, reflecting the assumption of a 50% loss given
default at the structure level owing to at least two levels of
seniority among the tranches of funded debt. The Ba3 rating on the
senior secured Super Senior Revolving Credit Facility (SSRCF)
reflects its priority over the proceeds in an enforcement over the
backed senior secured notes which are rated B3.

LIQUIDITY

The company has an adequate liquidity profile. As at September 30,
2023, the company had GBP11 million of cash on balance sheet and a
GBP125 million SSRCF due December 2026 which was fully available.
The SSRCF is subject to a springing net leverage covenant which is
tested when over 40% drawn. Moody's expects any drawings under the
SSRCF over the next 12-18 months would be temporary, to fund
working capital requirements or greenfield projects.

PRINCIPAL METHODOLOGY

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

PROFILE

Headquartered in Hatfield, UK, David Lloyd Leisure is Europe's
leading premium health and wellness group. As at September 30,
2023, the company had 756 thousand members across 133 premium
clubs: 103 in the UK, one in the Republic of Ireland, and 29 in
Continental Europe (Germany, Spain, France, Belgium, the
Netherlands, Switzerland, and Italy). In the last twelve-month
(LTM) period ended September 2023, DLL reported GBP731 million of
revenue for a company-adjusted after-rent EBITDA of GBP172 million.
Since November 2013, DLL has been owned by funds advised by TDR
Capital.  


DOWSON PLC 2022-2: Moody's Cuts Rating on GBP17.9MM E Notes to B2
-----------------------------------------------------------------
Moody's Ratings has downgraded the rating on one class of notes in
Dowson 2022-2 Plc. The rating action reflects worse than expected
collateral performance.

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

GBP89.347M Class A Loan Note due August 2029, Affirmed Aaa (sf);
previously on Sep 20, 2022 Definitive Rating Assigned Aaa (sf)

GBP98.753M Class A Notes due August 2029, Affirmed Aaa (sf);
previously on Sep 20, 2022 Definitive Rating Assigned Aaa (sf)

GBP35.8M Class B Notes due August 2029, Affirmed Aa1 (sf);
previously on Sep 20, 2022 Definitive Rating Assigned Aa1 (sf)

GBP26.9M Class C Notes due August 2029, Affirmed A2 (sf);
previously on Sep 20, 2022 Definitive Rating Assigned A2 (sf)

GBP14.9M Class D Notes due August 2029, Affirmed Baa3 (sf);
previously on Sep 20, 2022 Definitive Rating Assigned Baa3 (sf)

GBP17.9M Class E Notes due August 2029, Downgraded to B2 (sf);
previously on Sep 20, 2022 Definitive Rating Assigned Ba3 (sf)

GBP14.9M Class F Notes due August 2029, Affirmed Caa3 (sf);
previously on Sep 20, 2022 Definitive Rating Assigned Caa3 (sf)

GBP13.8M Class X Notes due August 2029, Affirmed B1 (sf);
previously on Sep 20, 2022 Definitive Rating Assigned B1 (sf)

Dowson 2022-2 Plc is a static cash securitisations of agreements
entered into for the purpose of financing vehicles to obligors in
the United Kingdom by Oodle Financial Services Limited ("Oodle")
(NR). The originator also acts as the servicer of the portfolio
during the life of the transaction. The backup servicer is Equiniti
Gateway Ltd (NR).

The portfolio of receivables backing the Notes consist of hire
purchase agreements granted to individuals resident in the United
Kingdom without the option to hand the car back at maturity.
Therefore, there is no explicit residual value risk in the
transactions.

RATINGS RATIONALE

The rating action is prompted by increased key collateral
assumptions, namely the default probability (DP), and the portfolio
credit enhancement (PCE).

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its default
probability and recovery rate assumptions for the portfolio
reflecting the collateral performance to date.

The performance of the transaction has continued to deteriorate
since last year, with 90 days plus arrears and cumulative defaults
currently standing at 1.81% and 10.18% of current pool balance,
respectively.

Moody's increased the default probability assumption on original
balance to 20.43% from 17.93%, which corresponds to the default
probability assumption on current balance of 21%, and increased the
portfolio credit enhancement assumption to 40% from 37.5%. The
assumption for the fixed recovery rate remained at 30%.

Increase in Available Credit Enhancement

Sequential amortization led to the increase in the credit
enhancement available in the transaction.

Although the credit enhancement for Classes A, A Loan, B, C, D and
E Notes increased, in particular, for Class E Notes increased to
10.37% from 5.05% at closing, the main driver for this rating
action is the increased key collateral assumptions.

Counterparty Exposure

The rating actions took into consideration the Notes' exposure to
relevant counterparties, such as servicer, account bank or swap
provider.

Moody's considered how the liquidity available in the transaction
and other mitigants support continuity of Note payments, in case of
servicer default, using the CR assessment as a reference point for
servicers. The transaction has reserves for the Classes B, C, D, E
and F Notes, which will be available to cover shortfalls related to
the corresponding Notes. Moody's also considered in its analysis
that there is no principal to pay interest in case of shortfall.
The rating of Class B Notes in Dowson 2022-2 Plc is constrained by
operational risk due to insufficient liquidity.

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
November 2023.
Factors that would lead to an upgrade or downgrade of the ratings:

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected and (2) an increase in available
credit enhancement.

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


FRESH WILLOW: Bought Out of Administration by Fresca Group
----------------------------------------------------------
Business Sale reports that Fresh Willow Ltd and Madestein (UK) Ltd,
a hydroponic nursery site in Chichester, has been acquired,
approximately 11 months after its owners fell into administration.


According to Business Sale, the 8.22-acre Leythorne Nurseries site,
which produces lettuce and herbs, has been sold out of
administration by property consultancy Savills and specialist asset
advisory firm SIA Group on behalf of joint administrators from FRP
Advisory.

Steve Baluchi and Philip Armstrong of FRP Advisory were appointed
as joint administrators of Fresh Willow Ltd and Madestein (UK) Ltd
on April 11, 2023, Business Sale relates.  The joint administrators
continued to trade the businesses in the meantime to ensure supply
continuity while exploring available options, engaging SIA and
Savills to jointly handle the sale process, Business Sale notes.

The nursery site has now been sold out of administration for an
undisclosed sum to Fresca Group, the majority-owner of East Kent's
Thanet Earth -- the UK's leading glasshouse complex, Business Sale
discloses.  The deal is part of Thanet Earth's move into the
production of leafy salads and the new venture will trade as Thanet
Earth Lettuce, Business Sale states.

Leythorne Nurseries is an 8.22-acre site comprising approximately
290,000 sq ft of glasshouses.  The site's deep flow, hydroponic
system will enable Thanet Earth Lettuce to produce lettuce under
glass 12 months a year.

Fresh Willow Ltd and Madestein (UK) Ltd were among the UK's most
well-established salad growers, with more than 40 years'
experience.  They specialised in glasshouse-grown lettuce and
herbs, using advanced hydroponic growing processes.  Clients
included wholesalers, retailers and food service businesses and the
companies were the sole suppliers of curly leaf lettuce to several
leading UK supermarket chains.

The companies fell into administration last year after a proposal
for a new glasshouse development was unsuccessful, Business Sale
recounts.  Significant investment had been poured into this project
and its failure, combined with rising energy costs and labour
issues, meant the companies were unable to meet their financial
obligations and were forced into administration, according to
Business Sale.


NEDBANK PRIVATE: Moody's Affirms 'Ba1' Deposit Ratings
------------------------------------------------------
Moody's Ratings has affirmed the Ba1/NP deposit ratings of Nedbank
Private Wealth Limited (Nedbank Private Wealth). The rating agency
also upgraded the bank's Baseline Credit Assessment (BCA) and
Adjusted BCA to baa3 from ba1, affirmed the Baa3(cr)/P-3(cr)
Counterparty Risk Assessments, and downgraded the Counterparty Risk
Ratings to Ba1/NP from Baa3/P-3. The rating agency also maintained
a stable outlook on the long-term deposit ratings.

The rating actions resulted from the application of Moody's
Advanced Loss Given Failure (LGF) analysis to Manx banks following
the publication of Moody's updated Banks Methodology on March 5,
2024.

RATINGS RATIONALE

The upgrade of Nedbank Private Wealth's BCA to baa3 from ba1
follows the introduction of a bank resolution framework in the Isle
of Man and in South Africa. Moody's applies its Advanced LGF
analysis to banks operating in jurisdictions with Operational
Resolution Regimes. Moody's Advanced LGF framework assesses the
potential impact of a bank's failure on its various debt classes
and deposits in the absence of any government support, taking into
account the subordination of more junior liabilities and the volume
of each class of liabilities.

In case of failure of Nedbank Private Wealth's sister company, the
South Africa-based Nedbank Limited (Baa3 stable/(P)Ba1, ba2),
Moody's expects Nedbank Private Wealth to be "ring-fenced", and the
losses of Nedbank Limited will not be passed on to the depositors
of Nedbank Private Wealth. Nevertheless, the risks of the two banks
remain interconnected (in particular because of the common brand
and partial overlap of customers). For these reasons, Moody's now
constraints Nedbank Private Wealth's BCA at two notches above the
BCA of Nedbank Limited, from one notch previously.

The affirmation of Nedbank Private Wealth's Ba1 long-term deposit
rating reflects the upgrade of the bank's BCA, and very high loss
given failure, which results in the long-term deposit rating being
one notch below the Nedbank Private Wealth's BCA. Moody's
forward-looking Advanced LGF analysis indicates that Nedbank
Private Wealth's deposits face very high loss given failure,
reflecting Moody's expectation that the bank at failure will have
limited equity, and no bail-in-able debt or junior deposits.

OUTLOOK

The outlook on Nedbank Private Wealth's long-term deposit rating is
stable. The outlook reflects Moody's view that the bank's
capitalisation and liquidity will remain strong, and it is in line
with the outlook on Nedbank Limited's long-term deposit rating.

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

Nedbank Private Wealth's Ba1 long-term deposit rating could be
upgraded following an upgrade of the bank's baa3 standalone BCA, or
the issuance of bail-in-able debt. The BCA could be upgraded
following an upgrade of Nedbank Limited's ba2 BCA or a reduction in
the interconnection between Nedbank Private Wealth and Nedbank
Limited (in particular in terms of common customers).

Nedbank Private Wealth's Ba1 long-term deposit rating could be
downgraded following a downgrade of the bank's baa3 standalone BCA.
The BCA could be downgraded following a downgrade of Nedbank
Limited's ba2 BCA, a material integration with the group, or a
significant deterioration in Nedbank Private Wealth's solvency or
liquidity profile.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in March 2024.


POLARIS PLC 2024-1: Moody's Assigns B3 Rating to 2 Tranches
-----------------------------------------------------------
Moody's Ratings has assigned definitive ratings to Notes issued by
Polaris 2024-1 PLC:

GBP429.4 million Class A Mortgage Backed Floating Rate Notes due
February 2061, Definitive Rating Assigned Aaa (sf)

GBP27.6 million Class B Mortgage Backed Floating Rate Notes due
February 2061, Definitive Rating Assigned Aa2 (sf)

GBP18.8 million Class C Mortgage Backed Floating Rate Notes due
February 2061, Definitive Rating Assigned A1 (sf)

GBP8.8 million Class D Mortgage Backed Floating Rate Notes due
February 2061, Definitive Rating Assigned Baa1 (sf)

GBP7.5 million Class E Mortgage Backed Floating Rate Notes due
February 2061, Definitive Rating Assigned Ba1 (sf)

GBP7.5 million Class F Mortgage Backed Floating Rate Notes due
February 2061, Definitive Rating Assigned B3 (sf)

GBP10.1 million Class X Mortgage Backed Floating Rate Notes due
February 2061, Definitive Rating Assigned B3 (sf)

Moody's has not assigned a rating to the subordinated GBP 2.5
million Class Z Mortgage Backed Notes due February 2061.

RATINGS RATIONALE

The Notes are backed by a static portfolio of UK non-conforming
residential mortgage loans originated by UK Mortgage Lending Ltd
(not rated), a wholly owned subsidiary of Pepper Money Limited.
This represents the eighth issuance securitization from Pepper
Money Limited in the UK. The total portfolio balance as of the end
of January 2024 is equal to approximately GBP502 million inclusive
of accrued interest of approximately GBP2 million.

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

According to Moody's, the transaction benefits from various credit
strengths such as a granular portfolio and a liquidity reserve
fund. The liquidity reserve fund is replenished after payment of
interest on class A notes and can be used to cover class A notes
interest and senior fees. Prior to the step-up date its target
amount is equal to the higher of the 1.7% of the outstanding
principal amount of class A notes and 1.0% of the Class A notes
balance at closing, with excess amounts amortising down the revenue
waterfall. After the step-up date, the liquidity reserve fund is
equal to 1.7% of the outstanding balance of the class A notes and
amortise in line with these notes; the excess amount is released
through the principal waterfall, ultimately providing credit
enhancement to all rated notes. Credit enhancement for Class A
Notes is provided by 14.5% subordination at closing, the Reserve
Fund and the excess spread.

However, Moody's notes that the transaction features some credit
weaknesses, such as servicing disruption risk given the
transaction's lack of back-up servicer. Various mitigants have been
included in the transaction to address this. While Pepper (UK)
Limited (NR) is the servicer in the transaction, to help ensure
continuity of payments in stressed situations, the deal structure
provides for: (1) a back-up servicer facilitator (CSC Capital
Markets UK Limited (NR)); (2) an independent cash manager (HSBC
Bank PLC (Aa3(cr)/P-1(cr))); and (3) estimation language whereby
the cash flows are estimated from the three most recent servicer
reports should the servicer report not be available. The liquidity
does not cover any class of notes except for the Class A notes in
the event of financial disruption of the servicer, capping the
achievable ratings of the Class B Notes.

The transaction has limited excess spread at closing. There is a
principal to pay interest mechanism as a source of liquidity and
principal can be used to pay interest on Class A without any
conditions. For classes B-F, it can be used provided that either it
is the most senior class outstanding or that PDL outstanding on
that class is less than 10%.

Additionally, there is an interest rate risk mismatch between the
96.2% of loans in the pool that are fixed rate and revert to the
Lender Managed Rate, and the Notes which are floating rate
securities with reference to compounded daily SONIA. To mitigate
this mismatch there is a scheduled notional fixed-floating interest
rate swap provided by Credit Agricole Corporate and Investment Bank
(CACIB, Aa3/P-1; Aa2(cr)/P-1(cr)).

Moody's determined the portfolio lifetime expected loss of 2.40%
and MILAN Stressed Loss of 8.7% related to borrower receivables.
The expected loss captures Moody's expectations of performance
considering the current economic outlook, while the MILAN Stressed
Loss captures the loss Moody's expect the portfolio to suffer in
the event of a severe recession scenario. Expected loss and MILAN
Stressed Loss are parameters used by Moody's to calibrate its
lognormal portfolio loss distribution curve and to associate a
probability with each potential future loss scenario in the ABSROM
cash flow model to rate RMBS.

Portfolio expected loss of 2.40%: This is lower than the UK
Non-Conforming RMBS sector and is based on Moody's assessment of
the lifetime loss expectation for the pool taking into account: (i)
the portfolio characteristics; (ii) the performance of outstanding
Polaris transactions; (iii) the current macroeconomic environment
in the UK  and the impact of future interest rate rises on the
performance of the mortgage loans; and (iv) benchmarking with
similar UK Non-conforming RMBS.

MILAN Stressed Loss of 8.7%: This is lower than the UK
Non-Conforming RMBS sector average and follows Moody's assessment
of the loan-by-loan information taking into account the following
key drivers: (i) the WA LTV of 65.2%; (ii) the originator and
servicer assessment; (iii) the 4.8% of the pool made up of Shared
Ownership; (iv) the limited historical performance data does not
cover a full economic cycle; and (v) benchmarking with similar UK
Non-conforming RMBS.

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations methodology" published in October
2023.

The analysis undertaken by Moody's at the initial assignment of
ratings for an RMBS security may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage. Please see "Residential Mortgage-Backed Securitizations
methodology" for further information on Moody's analysis at the
initial rating assignment and the on-going surveillance in RMBS.

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

Factors that may cause an upgrade of the ratings of the notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.

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


POLARIS PLC 2024-1: S&P Assigns BB+(sf) Rating on Cl. X-Dfrd Notes
------------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Polaris 2024-1
PLC's class A to X-Dfrd notes. At closing, the issuer also issued
unrated class Z notes, and RC1 and RC2 residual certificates.

Polaris 2024-1 PLC is an RMBS transaction securitizing a portfolio
of owner-occupied and buy-to-let (BTL) mortgage loans secured over
U.K. properties.

This is the eighth first-lien RMBS transaction originated by Pepper
group in the U.K. that S&P has rated.

The loans in the pool were originated between 2022 and 2024 by UK
Mortgage Lending Ltd. (UKMLL), trading as Pepper Money.

The collateral comprises complex-income borrowers, borrowers with
immature credit profiles, and borrowers with credit impairments,
and there is a high exposure to owner-occupied mortgages advanced
to self-employed borrowers (35.3%) and owner-occupied mortgages
advanced to first-time buyers (26.5%). Approximately 6.8% of the
pool comprises BTL loans and the remaining 93.2% are owner-occupier
loans.

The transaction benefits from a fully funded liquidity reserve
fund, which provides liquidity support to the class A notes and can
be used to pay senior fees and expenses and senior swap payments.
Principal can be used to pay senior fees and interest on some
classes of the rated notes, subject to conditions.

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

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

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

Pepper (UK) Ltd. is the servicer in this transaction.

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

The cashflow results have improved since the preliminary ratings
thanks to tighter liability margins and a lower swap rate,
resulting in higher excess spread.

  Ratings

  CLASS          RATING*     CLASS SIZE (%)

  A              AAA (sf)       85.50

  B-Dfrd         AA (sf)         5.50

  C-Dfrd         A+ (sf)         3.75

  D-Dfrd         A (sf)          1.75

  E-Dfrd         BBB+ (sf)       1.50

  F-Dfrd         BB+ (sf)        1.50

  X-Dfrd         BB+ (sf)        1.50

  Z              NR              0.50

  RC1 residual certs   NR         N/A

  RC2 residual certs   NR         N/A

*S&P's ratings address timely receipt of interest and ultimate
repayment of principal on the class A notes, and the ultimate
payment of interest and principal on all the other rated notes.
NR--Not rated.
N/A--Not applicable.



                           *********


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

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

Copyright 2024.  All rights reserved.  ISSN 1529-2754.

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