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

                          E U R O P E

          Wednesday, March 27, 2024, Vol. 25, No. 63

                           Headlines



A L B A N I A

ALBANIA: S&P Raises Long-Term Sovereign Credit Ratings to 'BB-'


D E N M A R K

SCANDINAVIA FARMS: Declares Bankruptcy Following Trading Woes


F R A N C E

ATOS SE: S&P Affirms 'CCC' Long-Term ICR, Outlook Negative
DIOT - SIACI: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
LSF10 EDILIANS: Moody's Affirms 'B2' CFR, Alters Outlook to Pos.


G E R M A N Y

ROEHM HOLDING: Moody's Affirms 'Caa1' CFR, Alters Outlook to Stable
TELE COLUMBUS: Moody's Puts 'Caa3' CFR on Review for Upgrade


I R E L A N D

FIDELITY GRAND 2023-2: S&P Assigns B- (sf) Rating to Cl. F Notes
PRE 17 LOAN: Fitch Assigns 'BB-sf' Final Rating to Class D Notes
SHAMROCK 2022-1: S&P Affirms 'B- (sf)' Rating on Cl. G-Dfrd Notes


I T A L Y

EVOCA SPA: S&P Rates New Senior Secured Floating Rate Notes 'B-'
RENO DE MEDICI: Moody's Affirms B2 CFR, Rates New EUR590MM Notes B2


N O R W A Y

HURTIGRUTEN NEWCO: S&P Assigns 'CCC' ICR, Outlook Negative


S P A I N

GRIFOLS SA: Fitch Lowers LongTerm IDR to 'B+', Outlook Negative
[*] Moody's Takes Rating Actions on 14 Spanish Sub-Sovereigns


S W I T Z E R L A N D

VIKING CRUISES: Moody's Ups CFR to B1 & Sr. Secured Notes to Ba2


T U R K E Y

ISTANBUL TAKAS: Fitch Hikes LongTerm IDR to 'B+', Outlook Positive
VOLKSWAGEN DOGUS: Fitch Ups LongTerm IDR to 'B+', Outlook Positive


U N I T E D   K I N G D O M

CASTELL 2023-1: S&P Raises Class F-Dfrd Notes Rating to 'BB- (sf)'
FORTRESS CAPITAL: Metropolitan Police Probes Investment Fraud
GREENER LIVING: Goes Into Administration
JJD PLANT: Enters Administration, Owes GBP255,322
LUXDECO LTD: Falls Into Administration, Owes Almost GBP11.2MM

PREMIER FOODS: S&P Upgrades Long-Term ICR to 'BB+', Outlook Stable
SELINA HOSPITALITY: Faces Dark Forest Suit Over 2026 Note Default
TEXTILE RECYCLING: Goes Into Administration
VMED O2 UK: Fitch Affirms 'BB-' LT IDR, Alters Outlook to Neg

                           - - - - -


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A L B A N I A
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ALBANIA: S&P Raises Long-Term Sovereign Credit Ratings to 'BB-'
---------------------------------------------------------------
On March 22, 2024, S&P Global Ratings raised its long-term foreign
and local currency sovereign credit ratings on Albania to 'BB-'
from 'B+' and affirmed its 'B' short-term foreign and local
currency sovereign credit ratings. The outlook is stable.

S&P also revised Albania's transfer & convertibility assessment to
'BB+' from 'BB'.

Outlook

The stable outlook signifies that S&P considers risks to Albania's
economic, external, and fiscal performance to be balanced.

Downside scenario

S&P could lower the ratings if debt increases significantly more
than we project because the government unexpectedly relaxes its
fiscal stance. It could also lower the ratings if current account
pressures intensify, contrary to its base case, and this leads to a
substantial depletion of the Bank of Albania's foreign exchange
reserves.

Upside scenario

S&P could raise the ratings if:

-- S&P sees a notable improvement in the government's fiscal
position, for example, because revenue collection had improved;

-- External performance improves--for example, because of a
narrowing of the trade deficit or larger services surpluses--and
this reduces external funding risks; or

-- Albania strengthens its institutional framework--for example,
by implementing structural reforms as a part of the country's EU
accession objective.

Rationale

Albania has consistently improved its government balance sheet,
despite multiple shocks in recent years. It suffered an earthquake
in 2019, as well as facing the pandemic and the indirect
macroeconomic effects of the Russia-Ukraine war. Albania's
resilient economy has grown by 5.8% a year, on average, over the
past three years. This, combined with the authorities' efforts to
consolidate public finances, led to a reduction in net general
government debt to an estimated 52% in 2023 from a peak of 71% of
GDP in 2020. S&P anticipates that the moderately strong economic
growth will persist and the authorities will maintain a prudent
approach to public finances in line with the Organic Budget Law.
This will keep public debt on a stable trajectory.

S&P said, "The country has also strengthened its external balance
sheet. We attribute this to the accumulation of public sector
assets (primarily foreign exchange reserves) and increasing
services receipts from the booming tourism sector. As the tourist
industry grows further, we could see some economic concentration
risk emerging.

"Our ratings on Albania are constrained by the country's relatively
weak institutional framework, limited monetary policy flexibility,
and moderate external financing needs. Over 50% of government debt
is denominated in foreign currency or is short-dated. Furthermore,
the economy makes extensive use of the euro and is highly informal.
This, combined with shallow capital markets, impairs the Bank of
Albania's ability to transmit monetary policy.

"Albania's moderate growth prospects and relatively high reserves
still provide some protection from potential external shocks. In
addition, we anticipate that the authorities will remain fiscally
prudent and will keep public debt on a stable trajectory."

Institutional and economic profile: The growth outlook remains
favorable, but Albania's bid to join the EU presents domestic
difficulties

-- S&P expects growth to moderate slightly, to a still-solid 3.4%
in 2024, from 3.7% in 2023, supported by sustained consumer
spending, continued investments in real estate, and the rapid
expansion of the country's tourism sector.

-- The labor market remains tight because of the effects of
emigration and aging.

-- S&P forecasts that Albania will take incremental institutional
steps in support of its EU membership bid through to 2030.

Real GDP growth is supported by remittances, strong real wage
growth, and tourism. Although growth is forecast to slow to 3.4% in
2024 from 3.7% in 2023, it will be bolstered by further investment,
particularly in the tourism and real estate sectors. Albania has
emerged as Europe's fastest-growing tourism
destination--international arrivals increased by a significant 53%
between November 2019 and November 2023. That said, S&P forecasts a
slight moderation in the growth of the tourism sector in 2024.

In the third quarter of 2023, average real wage growth surged by
over 12% and unemployment dropped to a new low of 10.5%. Both the
minimum wage and public sector pay rose in 2023. These increases,
combined with moderating inflation and limited labor supply,
explain the rise in salaries. Emigration exacerbates this trend by
shrinking the labor pool further. Albanian citizens have been drawn
to better-paying opportunities in EU countries.

Looking ahead, S&P anticipates that Albania's economy will expand
by about 3.5% a year on average over 2024–2027. That said, S&P's
projection is vulnerable to downside risks, particularly those
related to the labor market and the possibility of sustained
economic weakness across Europe.

Economic growth in Albania is hindered by infrastructure gaps, the
relatively weak legal framework, and corruption. The country has
implemented a series of reforms to overcome these hurdles,
propelled by its ambition to join the EU (it obtained candidate
status in 2014). To fortify the legal system, the authorities
launched judicial reforms in 2016, supported by the EU. These
resulted in a surge of court cases. In addition, existing
infrastructure, such as the Trans-Adriatic Pipeline (TAP), aims to
diversify Albania's energy sources and reduce its reliance on
hydropower. The primary role of TAP in Albania is to facilitate the
transit of gas from Azerbaijan to European markets, including
Italy. Albania is scheduled to start utilizing Azeri gas for its
own needs in 2026, with plans underway to develop the distribution
infrastructure necessary for this purpose.

Future progress on EU-backed reforms should be facilitated by the
absence of bilateral and geographical disputes, and the
government's parliamentary majority. At the same time, domestic
challenges, particularly in the rule of law, necessitate ongoing
structural reforms to align with the EU acquis (the collective set
of EU legislation, across multiple areas). Without a substantial
effort to speed up the pace of reform, S&P considers Albania
unlikely to be eligible for entry into the EU before 2030.

EU accession remains a priority, as it has been for each
administration since Albania obtained candidate status in mid-2014.
The EU initially took a regional approach to integration, which
linked Albania's path to EU membership with that of North
Macedonia. Since July 2022, a strategic shift has occurred that
aims to maintain Albania's alignment with the EU's political
framework and has decoupled its candidacy from that of North
Macedonia.

The Socialist Party of Albania (SPA) is leading the polls ahead of
the parliamentary elections scheduled for 2025. SPA has governed
Albania since it won a majority in the 2021 general election. Its
policymaking has been stable and predictable and it has focused on
fostering economic development and reducing public debt. In the May
2023 local elections, the SPA reinforced its political base by
winning 53 of the 61 municipalities. That said, voter turnout
dropped to a historical low of 38.2% from 47% in 2021. This marked
the lowest participation rate on record.

Flexibility and performance profile: Fiscal and external pressures
have continued to decrease

-- Public finances are on a prudent path and we expect a fiscal
deficit of 2.2% of GDP in 2024, slightly narrower than the
government's official target of 2.4%.

-- Albania's buoyant tourism sector underpins the structural
improvement in the balance of payments.

-- The banking sector faces potential risks stemming from elevated
levels of euroization and the prospect of a downturn in real estate
prices.

S&P said, "We estimate that Albania's budget deficit narrowed to
1.3% of GDP in 2023. This marked its lowest point since 1993 and
was well below the official target of 2.6%. We credit the reduction
to a 12% rise in revenue, supported by increased social security
contributions and higher corporate income and personal tax
collections. At the same time, expenditure growth was contained, at
4%.

"In 2024, we forecast that the budget deficit will be 2.2% of GDP,
slightly lower than the official target of 2.4%. We base our
conservative forecast on our belief that revenue may surpass the
authorities' targets, which are themselves typically conservative.
Notably, Albania has revised down its 2024 budget deficit target
twice so far in 2024, most recently because government revenue was
higher than anticipated and because tourism has boosted economic
activity in the year to date to a stronger level than had been
expected. Nevertheless, we expect expenditure to see a moderate
increase in 2024, as public sector wages rise and Albania commences
work on infrastructure projects such as the Tirana Big Ring Road
project."

The authorities have made amendments to existing legislation in
order to increase revenue generation from both personal and
corporate income taxes. They plan to finance the deficit through a
mixture of domestic and foreign funding sources. For example, in
June 2023, Albania tapped the Eurobond market for EUR600 million
and used part of the proceeds to pay down part of a Eurobond due in
2025 and part to finance the 2024 budget. The government could
issue another Eurobond if conditions are suitable.

Since 2019, Albania has faced several ordeals, starting with a
magnitude 6.4 earthquake. Nevertheless, the government has made
progress toward consolidating public finances. Therefore, S&P's
forecast that the budget deficit will remain contained, averaging
2%-3% of GDP through 2027, and aligning with the fiscal and debt
brake regulations outlined in the Organic Budget Law. Under the
provisions in that law, the government is required to achieve a
primary balance by 2024 and then maintain it, while ensuring that
the debt-to-GDP ratio is declining, if it exceeds 45%. Notably, the
authorities attained a primary surplus in 2023, exceeding the
initial timeline by a year. However, success in fiscal
consolidation depends on sustained economic growth and continued
reform of public finances. The government revenue-to-GDP ratio is
about 27%, the lowest ratio in the Western Balkans, largely due to
Albania's sizable informal economy and tax loopholes.

Net general government debt has been on a steep downward path since
2021. It reached roughly 52% of GDP in 2023, from 67% in 2021,
based on the authorities' efforts to consolidate public finances,
combined with robust nominal GDP growth. S&P's baseline projections
indicate that net general government debt will decline to about 50%
of GDP over 2024-2027.

Several risks persist around debt:

-- About 45% of central government debt is denominated in a
foreign currency, subjecting it to exchange-rate risk.

-- Domestic debt is predominantly short-term, with an average
maturity of just over two years.

-- Albania's banking sector still holds a significant portion of
domestic government debt, and these holdings constitute about 26%
of the banking sector's total assets.

Off-balance-sheet public-private partnerships (PPPs) still present
a potential fiscal vulnerability for Albania. The country has over
200 PPPs in sectors such as road infrastructure, hydropower, and
health care. These represent about a third of GDP and could expose
the country to fiscal risks. Spending related to PPPs is limited to
5% of the previous year's tax revenue; that said, current
liabilities represent only about 2% of government revenue. Despite
efforts to address Albania's infrastructure deficit, the regulatory
framework governing PPPs needs to be strengthened, particularly
with regard to cost transparency. Weaknesses in oversight have been
highlighted recently: For example, the Special Prosecutors Office
Against Corruption is investigating a PPP contract for hospital
equipment sterilization. Consequently, accurately predicting and
quantifying the fiscal risks associated with PPPs remains
difficult. Because of the fiscal risks associated with PPPs, the
Albanian government has moved away from relying heavily on them.

Inflation in Albania has been falling and reached 2.6% in February
2024 (well below the 7% reported in the same period last year). S&P
said, "We attribute the downward trend to falling commodity prices,
tight financial conditions, base effects, and the appreciation of
the Albanian lek against the euro. Looking ahead, we anticipate
that inflation will average 3.4% in 2024 and will remain above the
Bank of Albania's target of 3%, due to a tight labor market and
strong demand, driven by high real wages."

Underdeveloped capital markets hinder the effectiveness of the
central bank's monetary policy transmission mechanism. Commercial
banks hold 62.7% of total domestic government debt. Transmission is
also hampered by the prevalence of euroization in the
economy--about 53% of deposits are held in foreign currencies. The
euro is still widely accepted for transactions, including in
sectors such as real estate.

S&P said, "We anticipate that a surge in tourist activity will
significantly narrow the current account deficit, to 1.9% of GDP in
2023 from 5.9% in 2022. For the first time, Albania recorded a
current account surplus in the first three quarters of 2023,
largely fueled by a rapid increase in services receipts. We expect
the growing prominence of the tourism sector to lead to structural
changes in the current account balance and generally lower deficits
compared with historical periods. In 2024, we expect a worsening
merchandise trade balance to cause the current account deficit to
widen, to 3.3% of GDP. Thereafter, we forecast that the deficit
will average 3.8% over 2025-2027." Net foreign direct investment
inflows and public sector external borrowing will continue to
finance the external deficit until 2027.

Given the increase in government borrowing and narrower current
account deficit, foreign currency reserves rose to EUR5.7 billion
in January 2024 from EUR5 billion in January 2023. Albania is using
Eurobond funds to cover its budgetary needs, which will deplete
reserves to a degree over the coming months. However, S&P projects
that reserves will remain stable in the next one-to-three years.

S&P said, "In our view, the contingent liabilities stemming from
the banking sector are limited. The sector is liquid,
well-capitalized, and profitable. Return on equity in the banking
sector reached a new high of 17.3% in December 2023. At the same
time, the regulatory tier one capital ratio was strong at 17.7% of
risk-weighted assets. Nonperforming loans (NPLs) have decreased to
an all-time low of 4.7% in February. On the real estate front,
property prices again grew by more than 10% in 2023. Our base case
assumes a slowdown in price growth. However, if Albania were to
experience a sharp reversal in house prices, its financial
stability could be threatened. The banking sector is still highly
euroized."

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

  UPGRADED; OUTLOOK ACTION; RATINGS AFFIRMED  
                                        TO          FROM
  ALBANIA

  Sovereign Credit Rating         BB-/Stable/B   B+/Positive/B

  UPGRADED  
                                        TO          FROM
  ALBANIA

  Transfer & Convertibility Assessment  BB+          BB

  Senior Unsecured                      BB-          B+




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D E N M A R K
=============

SCANDINAVIA FARMS: Declares Bankruptcy Following Trading Woes
-------------------------------------------------------------
Laerke Kobberup at ScandAsia reports that the Danish company
Scandinavia Farms Invest has declared bankruptcy after only a few
years and at least half a billion danish crowns invested.

Scandinavian Farm Invest has been running a big pig farm between
Beijing and Shanghai.

It wasn't just one drop that made the cup overflow but many things
that started to wrong for the pig production in China, ScandAsia
states.  According to ScandAsia, tricky market conditions including
an increase in the price of the feed while the price on the pig
meat has decreased.  On top of that the Covid 19 and an outburst of
African Swine Fever which wiped out an entire pig herd, ScandAsia
notes.

All of these things combined made the business which only created a
loss for the owners, ScandAsia discloses.




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

ATOS SE: S&P Affirms 'CCC' Long-Term ICR, Outlook Negative
----------------------------------------------------------
S&P Global Ratings affirmed at 'CCC' its long-term issuer credit
rating on French IT service provider Atos SE and its long-term
issue credit ratings on its senior unsecured notes.

The negative outlook indicates that S&P could lower its ratings on
Atos and its unsecured notes if it considers that, within six
months, a distressed exchange or debt restructuring scenario, akin
to a default, is inevitable.

Atos SE's business units have recently faltered, which could affect
its ongoing discussions with lenders regarding the significant debt
maturities in 2024 and 2025. The company is considering alternative
options, including the disposal of other business units.

Discussions between Atos and its lenders regarding the group's
upcoming refinancing needs are affected by the breakdown in
negotiations to sell the group's big data and security (BDS) unit
to Airbus. The group intended to materially reduce its debt burden,
using the proceeds raised from the disposal of BDS. In our view,
this would have supported its ability to gain an extension on the
EUR1.5 billion term loan due January 2025. The group announced at
the end of February that it had ended discussions with
Kretinsky-owned EPEI regarding the disposal of its legacy tech
foundations (TFCo) business. S&P considers its failure to agree
either of these disposals to be a significant setback.

As a result, Atos has delayed publication of its full-year 2023
results and outlook for 2024, previously scheduled for March 20.
Management requires time to reassess the company's strategic
options for maintaining an adequate liquidity position over the
next 12 months. S&P understands that, under the reporting
requirements in its existing debt documentation, the group has
until June 29, 2024, to present its 2023 audited report.

S&P said, "Within the next few weeks, we anticipate more clarity on
Atos' strategic plans and on the French government's proposed
solution for the BDS unit. We understand that, following its recent
failures to dispose of BDS and TFCo, the group will present
alternative options when it announces its 2023 results; potential
solutions could include alternative disposals. The French
government has also announced its intention to bring forward a
solution aimed at protecting its national interest in Atos'
sensitive activities (that is, BDS). The options presented will
give us a clearer picture of Atos' ability to avoid a distressed
debt exchange or debt restructuring transaction, ahead of
significant debt maturities in the fourth quarter of 2024 and early
2025.

"We continue to assess the company's liquidity as weak. Atos faces
upcoming maturities of EUR500 million in November 2024 and EUR1.5
billion in January 2025. That said, the group had EUR2.1 billion in
cash on its balance sheet at the start of 2024. This supports our
forecast that Atos will have sufficient liquidity sources to cover
its operational cash needs. Therefore, we regard a liquidity crunch
within the next six months as unlikely.

"The negative outlook indicates that we could lower our ratings on
Atos and its unsecured notes if we think that, within six months, a
distressed exchange or debt restructuring scenario akin to a
default is inevitable.

"We could lower the rating further if we saw an increased
likelihood of a debt restructuring or conventional default over the
next six months. This could occur if the group fails to put forward
a credible plan to sustain its capital structure ahead of bond and
loan maturities and fails to receive support from the French
government. We could lower the rating by more than one notch if the
company announces its intention of, or takes steps toward,
initiating a debt restructuring that we view as distressed.

"We could raise our ratings on Atos by multiple notches if the
company successfully refinances its maturing debt while maintaining
sufficient liquidity over the next 12 months. This would provide it
with the time and flexibility it needs to execute asset disposals
and shore up its balance sheet."


DIOT - SIACI: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Diot - Siaci TopCo SAS's (Diot - Siaci)
Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook
following the announcement of a planned add-on tranche of EUR300
million to its term loan B (TLB) and a potential increase in size
in its revolving credit facility (RCF).

Fitch has placed Acropole Holding SAS's (Acropole) TLB - which is
rated 'B+' with a Recovery Rating of 'RR3' - on Rating Watch
Negative (RWN) due to expectations of lower recovery prospects on
default as a result of the transaction pending confirmation of the
final RCF size. Fitch expects to downgrade the TLB to 'B' with a
Recovery Rating of 'RR4' on completion of the transaction if the
RCF size is larger than expected given the TLB add-on. Conversely,
a smaller increase in RCF commitment may result in an affirmation
of the TLB rating at the current level.

The rating affirmation follows Diot - Siaci's continued organic and
acquisition-led revenue and EBITDA growth. Fitch estimates EBITDA
leverage to have increased to 6.7x in 2023 before it declines to
6.5x in 2024 after including the add-on tranche, new acquisitions
and buyout of minority interests, and to around 6.0x by 2026,
supported by organic absolute EBITDA growth.

Fitch expects the group to use new debt proceeds for the
acquisition of Nasco Insurance Group's (Nasco) brokerage business,
finance a minority buyout and maintain cash on balance sheet to
fund other acquisitions. However, Fitch forecasts Diot - Siaci's
IDR to remain within its leverage sensitivities for a 'B' rating in
the sector.

KEY RATING DRIVERS

Debt-Funded M&A: Additional debt will be used to fund a 51% stake
in Nasco's brokerage business for an estimated EUR167 million, an
additional estimated EUR33 million of pipeline M&A and EUR50
million on a minority buyout. Any remaining cash will be kept on
balance sheet for additional M&A opportunities. Fitch expects
debt-funded acquisitions to play a central role in the group's
growth strategy. Diot-Siaci is owned by a combination of strategic
and financial investors. Despite the long-term investment approach
of some consortium members, Fitch expects an opportunistic attitude
towards M&A to prevail.

Strategic Acquisition: Nasco is a brokerage business within the
Middle East and North Africa (MENA) region comprising direct and
reinsurance broking. It provides commercial and personal insurance
products to blue-chip corporate clients. Fitch believes the
acquisition improves Diot - Siaci's geographic and service
diversification and offers cross-selling opportunities into growing
insurance markets. Management also intend to leverage Nasco's
reinsurance expertise to create a larger reinsurance platform to
cater to the French property and casualty middle market. Around 80%
of reinsurance broking gross commissions is driven by non-marine
risk coverage.

Increased Leverage but Within Thresholds: Fitch estimates reported
EBITDA leverage to increase to 6.7x (pro-forma for acquisitions:
6.2x) in 2023 from 6.2x (pro-forma: 6.0x) in 2022 as debt raised to
support M&A and minority interests offset EBITDA growth. Fitch
includes an estimated EUR236 million of debt committed for the
buyout of minority interests for 2023 in Fitch-defined gross, up
from EUR97 million in 2022.

Fitch estimates leverage in 2024 of 6.4x as a result of the TLB
add-on, buyout of EUR110 million of minority interests and modest
EBITDA benefit from M&A after minority dividends, before it
gradually declines to around 6.0x by 2026.

Stable EBITDA Growth: Fitch estimates a Fitch-defined EBITDA margin
of 26% at end-2023, up from 24.8% at end-2022 as revenue growth and
M&A offset minor negative foreign-exchange (FX) movements. Future
deleveraging will be supported by continued EBITDA growth. The
increase in minority dividends paid from the large minority stake
in Nasco will be partially offset by dividend payments saved from
minority buyouts. Diot - Siaci is targeting total EBITDA synergies
of around EUR12 million from the acquisition, which Fitch does not
include in its forecasts due to limited execution visibility,
although they remain an upside to deleveraging.

Positive FCF Supports Liquidity: Fitch forecasts stable
Fitch-defined free cash flow (FCF) margin on average at around 3%
for 2023-2027. FCF is hit by capex, non-recurring costs to
integrate acquisitions and higher cash interest costs. Capex
requirements tend to be a key factor affecting cash conversion, and
are led by the sector's investment in IT and digital
infrastructure. Nonetheless, the group's positive FCF will be
supportive of liquidity. Non-trade working-capital sources, such as
cash related to premiums received from customers to be transferred
to insurers, are also an additional source of liquidity.

Partial Hedging Benefits: The group benefits from their existing
TLB being hedged up to 65% of the principal to 2024 and 76% to
2025, which has helped contain cash interest costs in times of
rising base rates. Additionally, Fitch understands from management
that they intend to put hedging in place on the add-on TLB, but
Fitch has not considered any hedging on the new debt for now. Due
to the higher interest-rate environment, Fitch estimates EBITDA
interest coverage to have declined to 2.8x in 2023 and forecast it
to remain broadly around that level to 2027.

Opportunities in MENA: Around 70% of gross commissions from direct
broking comes from the UAE and Saudi Arabia. Fitch expects both
markets to grow at high single digits given fairly low insurance
penetration and tighter regulations, driving underwriting
profitability improvement. Consolidation may improve market
fundamentals. Fitch expects both markets to benefit from growth in
motor insurance through higher vehicle sales, higher premiums and a
crackdown on uninsured drivers while demand for health insurance
will be driven by high labour demand attracting expatriates.

Neutral Outlook in French Market: Diot-Siaci mainly intermediates
risks in certain B2B niches of the French corporate insurance
market. Fitch sees low disintermediation risks in France, with
brokers adding value in specialised insurance segments. In
non-life, Fitch expects improving profitability due to higher
reinvestment income and strong pricing and underwriting actions to
mitigate claims inflation pressures. Fitch expects limited growth
in profitability in health and life due to muted premium income
growth. Macro-economic pressures felt in the sector during 2023 are
likely to persist into 2024.

DERIVATION SUMMARY

Diot - Siaci has a strong position in risk protection, particularly
marine, and health and protection business, and lines such as
credit protection and regulated professional coverage. The business
focuses on corporate clients and concentrates on certain niches,
mainly in France. Its ratings are based on its market position,
moderate, but increasing, EBITDA margins and cash generation, plus
high but decreasing leverage.

Diot - Siaci is slightly larger than Andromeda Investissements SAS
(April). However, its B2B business model is in contrast to April's
more diversified consumer-oriented proposition. April's offering is
aimed at retail clients mainly in health and protection. April also
benefits from a larger distribution platform.

UK-based Ardonagh Midco 2 plc (B-/Positive) has greater scale and a
more diversified product offering than Diot - Siaci. It also has a
strong presence in retail. However, it maintains a higher leverage
profile driven by debt-funded acquisitions. Both Diot - Siaci and
Ardonagh have made significant acquisitions in recent years. This
has led to weaker credit metrics, in particular for Ardonagh. In
both cases margin improvements through cost savings and revenue
enhancement are key to supporting operating performance and
deleveraging.

KEY ASSUMPTIONS

- Revenue growth of 11% in 2023 and CAGR of 7.7% across 2023-2027

- Fitch-defined EBITDA margin of around 26% for 2023-2027

- Minority dividends of EUR20 million in 2024 and decreasing to
EUR15 million by 2027

- Working-capital outflow of 2% of revenue across 2024-2027

- Capex around 6.5% of revenue across 2023-2027

- Bolt-on M&A and minority and earn-out payments totalling EUR370
million in 2024 and EUR250 million in 2025-2027. Bolt-on M&A from
2025 with conservative valuations at 12x EBITDA

- Minority debt included in Fitch-defined gross debt. Reduction in
minority debt of EUR110 million in 2024

RECOVERY ANALYSIS

The recovery analysis assumes that Diot -Siaci would be reorganised
rather than liquidated in a bankruptcy and remain a going concern
(GC) in restructuring. This is because most of the group's value
hinges on its brand, client portfolio and the goodwill of its
relationships. Fitch has assumed a 10% administrative claim in the
recovery analysis.

Its analysis assumes a GC EBITDA of EUR150 million. At this GC
EBITDA level, which assumes corrective measures have been taken,
Fitch would expect the group to generate break-even FCF. Fitch uses
an enterprise value (EV) multiple of 5.5x to calculate a
post-restructuring valuation.

A restructuring of the group may arise from structural market
changes in France and abroad, including declines in the technical
profitability of certain business lines for insurers. This may
affect commission pricing, jeopardising Diot-Siaci's profitability.
Post-restructuring Diot - Siaci may be acquired by a larger company
that is capable of transitioning its clients onto an existing
platform, or see the discontinuation of certain business lines, in
turn reducing scale.

Its waterfall analysis generated a ranked recovery in the 'RR3'
band after deducting 10% for administrative claims, indicating a
'B+'/'RR3'/60% instrument rating for the current senior secured
debt. Fitch included in the waterfall EUR45 million of local
facilities that Fitch understands from management are mainly
borrowed within the restricted group, therefore ranking equally
with its senior secured liabilities. Fitch also considered a fully
drawn EUR150 million RCF.

Applying a GC EBITDA of EUR160 million and including the completion
of the EUR300 million TLB add-on plus a larger-than-expected
committed RCF would result in a downgrade of the TLB to 'B' with a
Recovery Rating of 'RR4' on completion of the transaction.
Conversely, a smaller increase in RCF commitment may result in an
affirmation of the TLB rating at the current level.

RATING SENSITIVITIES

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

- EBITDA leverage consistently below 5.5x

- EBITDA interest coverage trending to or above 3.5x

- EBITDA margins at 25% or higher through the cycle

- Successful integration and delivery of synergies in line with
management's plan, leading to improvements in leverage and
profitability, including FCF margins at 5% or higher

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

- Poor delivery of synergies and/or additional debt-funded
acquisitions resulting in EBITDA leverage being sustained at above
7.0x

- EBITDA interest coverage below 2.5x

- EBITDA margin declining towards 20%, due to stiff competition or
more difficult operating conditions, including slow integration of
acquired companies

- Weakening FCF towards break-even or negative territory

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Fitch estimates cash on balance sheet for
the brokerage business at around EUR150 million at end-2023, which
Fitch projects will remain in 2024 including the EUR300 million TLB
add-on, capital raises and M&A. Fitch expects positive FCF will
continue to support liquidity although cash will be used for agreed
minority buy-outs and earn-outs, independent of additional M&A. A
EUR150 million RCF and non-trade working-capital cash resources are
also available to the group. The TLB matures in 2028.

ISSUER PROFILE

Diot - Siaci is a leading mid-sized independent French B2B
insurance brokerage group active in health, protection,
international mobility, marine, property and casualty. Revenues are
primarily generated in France, but the group also has operations in
Switzerland and exposure to international markets.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch includes liabilities created from the commitment to buyout of
minority interest stakes for existing acquisitions in Fitch-defined
gross debt.

ESG CONSIDERATIONS

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

   Entity/Debt               Rating             Recovery   Prior
   -----------               ------             --------   -----
Acropole
Holding SAS

   senior secured      LT     B+ Rating Watch On   RR3     B+

DIOT-SIACI
BidCo SAS

   senior secured      LT     B+ Rating Watch On   RR3     B+

DIOT - SIACI
TopCo SAS              LT IDR B  Affirmed                  B

LSF10 EDILIANS: Moody's Affirms 'B2' CFR, Alters Outlook to Pos.
----------------------------------------------------------------
Moody's Ratings has affirmed LSF10 Edilians Investments S.a r.l.'s
("Edilians") corporate family rating and Probability of Default
rating at B2 and B2-PD, respectively. Concurrently Moody's has
affirmed the B2 instrument ratings on its EUR685 million Senior
Secured 1st Lien Term Loan B maturing in 2028 and its EUR90 million
Senior Secured 1st Lien Revolving Credit Facility (RCF) maturing in
2027. The outlook has been changed to positive from stable.

RATINGS RATIONALE

The rating action reflects:

-- Moody's expectations that credit metrics will remain strong for
the current rating category over the next 12-18 months, after
improving in excess of the rating agency's expectation in 2023, in
spite of challenging construction activities.

-- Moody's forecasts of leverage increasing between 4.5x-5.0x over
the next 12-18 months from around 3.4x in 2023, still strongly
positioning the company in the current rating category. These
forecasts reflect the rating agency's expectation of earnings
decline, primarily driven by a contraction in the new build
residential market (30% of Edilians' revenue), partly offset by
more stable demand from renovation activities (70%).      

-- Edilians' continued positive free cash flow generation
reflecting the company's strong profitability and in spite of
investments in inventory and capital spending.

The rating remains supported by Edilians' leading position in
France as well as in the Iberian peninsula; the company' proven
ability to manage prices in a challenging operating environment;
and management's track record. The rating is constrained by event
risks such as debt-funded shareholder distributions or
acquisitions; and the risk of a higher-than-expected decline in
construction activity constrain the ratings.

LIQUIDITY

Edilians' liquidity is good, supported by around EUR50 million of
cash on balance sheet and EUR90 million fully undrawn RCF as of
December 2023.  The company's liquidity is further supported by
Edilians' strong funds from operations, which comfortably cover the
seasonality of its working capital and capital spending
requirements over the next 12-18 months. There are no major debt
maturities until 2027, when the RCF is due.

STRUCTURAL CONSIDERATIONS

Edilians' capital structure includes a EUR685 million senior
secured first-lien term loan B and EUR90 million senior secured
first-lien RCF, guaranteed by significant subsidiaries representing
at least 80% of the group's consolidated EBITDA. The security
package includes share pledges over the shares of Edilians and
operating subsidiaries that account for at least 80% of the group's
consolidated EBITDA. Both the senior secured first-lien term loan B
and the senior secured first-lien RCF rank pari passu. Applying the
50% standard recovery rate for capital structures, both the TLB and
the RCF are rated B2 in line with the CFR.

OUTLOOK

The positive outlook reflects Moody's expectations that despite the
rating agency's forecasted earnings decline, credit metrics will
remain strong for the current rating. This includes debt / EBITDA
between 4.5x-5.0x and EBIT / Interest between 2.5x-3.0x over the
next 12-18 months. The positive outlook also takes into
consideration the agency's assumption of no debt-funded shareholder
distributions or acquisitions.

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

Upward pressure on the ratings could develop if Edilians (1)
demonstrated balanced financial policies, as evidenced by
Moody's-adjusted debt/EBITDA sustained below 5.0x; (2) maintained
positive Moody's-adjusted FCF with FCF/debt in the mid-to-high
single digit range in percentages; and (3) maintained EBIT /
Interest maintained at around 2.5x.

Downward pressure on the ratings could arise if Edilians' (1)
Moody's-adjusted debt/EBITDA sustainably deteriorated above 6.0x;
(2) Moody's-adjusted EBIT/ Interest declined below 1.5x on a
sustained basis; (3) Moody's-adjusted FCF turns negative.

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

COMPANY PROFILE

Headquartered in Dardilly, France, Edilians is a leading
manufacturer of clay roof tiles in the country and a key European
player. The company's business operations are organised into two
divisions: premium clay roof tiles in France and Iberia (73% and
19% of 2023 revenue, respectively) and components (8%). The company
generated revenue of EUR542 million and company-adjusted EBITDA of
EUR203 million in 2023.



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

ROEHM HOLDING: Moody's Affirms 'Caa1' CFR, Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Ratings affirmed Roehm Holding GmbH's ("Roehm" or
"company") long term Corporate Family Rating at Caa1 and
Probability of Default Rating at Caa1-PD. Additionally, Moody's
assigned Caa1 ratings to the company's proposed senior secured
revolving credit facility (RCF) and senior secured term loan B
(TLB). Concurrently, Moody's assigned a Caa1 rating to the proposed
senior secured term loan B issued by Roehm US Holding LLC. Moody's
affirmed Roehm's existing RCF and existing senior secured term
loans B at Caa1. The rating assumes Roehm successfully executes on
its proposed amend and extend (A&E) transaction to address the
upcoming maturities, such that no material stub debt remains
outstanding. The outlook on Roehm was changed to stable from
negative. Roehm US Holding LLC's outlook is stable.

RATINGS RATIONALE

As part of the transaction, the company will extend its existing
RCF and TLB maturity dates by 2.5 years to July 2028 and January
2029, respectively. Additionally, as part of the transaction the
company is receiving equity support from its shareholder Advent
International (Advent). The company will receive EUR200 million
from Advent to bolster the company's liquidity as capex for the
company's LiMA project is expected to continue into 2025, with
outlays totaling around EUR330 million in 2024 and EUR25 million in
2025.

In Q2 2024, the company expects to close on the acquisition of the
SABIC function forms business (SABIC FF) from Saudi Basic
Industries Corporation ("SABIC", A1 positive). The estimated cash
purchase price is around EUR215 million. The purchase price and
related transaction fees will be funded through the combination of
a EUR90 million seller note, payable to SABIC in two years and
another EUR150 million contribution from Advent. There is a roughly
EUR25 million overfunding which will add incremental cash to the
balance sheet. In total, Moody's estimates the company's cash
balance will be bolstered by around EUR225 million (EUR200 million
capital contribution and EUR25 million SABIC FF overfunding).
Moody's understands that the equity contributions from Advent are
conditions precedent for both the amend and extend transaction and
the SABIC FF acquisition. The rating agency expects the capital to
be deployed in 2024 to contribute to funding with ongoing LiMA
capex.

The rating action reflects Moody's expectation that the methyl
methacrylate (MMA) market will experience some pricing and volumes
recovery over the next 12-18 months leading to improved EBITDA
generation and debt/EBITDA declining below 10x, depending on the
pace and stability of the recovery. As of the twelve months ended
December 2023 (based on preliminary unaudited results), the rating
agency estimates Roehm's Moody's adjusted debt/EBITDA was around
17x and EBITDA/Interest coverage was below 1.0x. These metrics
incorporate Moody's standard adjustments for pensions, leases and
securitization, and do not include certain unusual items or
proforma addbacks as included in the company-defined pro-forma
EBITDA. Additionally, the successful startup of LiMA (expected in
Q3 2024) and inclusion of SABIC FFs, expected to close in Q2 2024,
will accelerate its deleveraging path. Conversely, any delays or
disruptions, in particular with LiMA's startup, would prolong the
deleveraging path.

Additionally, Roehm's ratings reflect its leading market positions
in bulk monomers, molding compounds and acrylic products; its
diversified manufacturing footprint; support from its private
equity sponsor Advent; and a tightening supply of MMA in North
America following the decision of a principal competitor,
Mitsubishi Chemical Corporation (Mitsubishi), to close its methyl
methacrylate (MMA) plant in the US. The company's highly cyclical
end markets, limited product diversification, elevated financial
leverage, and high capital spending related to the company's LiMA
project, which is expected to ramp-up and show first earnings
contribution in the second half of 2024, constrain the rating.  
       

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectations that the company's
credit metrics will evidence modest improvement in 2024 but will
remain weak. The stable outlook also assumes the A&E closes as
expected and that through a combination of the additional equity
contributions, potential sales-lease-back proceeds and revolver
availability the company will prudently manage its liquidity
position before LiMA is fully operational.

LIQUIDITY

Roehm's liquidity is adequate, and Moody's anticipates that
depending on operational performance and the timing of capex, Roehm
will likely execute a sale-lease-back of certain assets with net
proceeds around EUR120 million and selectively utilize its RCF to
continue funding the LiMA plant. Moody's notes that cost estimates
to complete LiMA have regularly increased from around $510 million
in 2021, to $580 million in 2022, to around $700 million in 2023
and now in February 2024, roughly $800 million, highlighting that
such large projects are exposed to execution risk and cost
overruns. According to the company, the cost increase is also
partly due to a change in scope of the LiMA project.

As of the end of December 2023, the company had around EUR39
million of cash on balance and access to around EUR270 million on
the company's EUR300 million senior secured RCF. The company had
EUR7 million drawn under ancillary lines as part of the senior
secured RCF, and another roughly EUR20 million reserved for
guarantees.

As part of the transaction, the company's springing net leverage
covenant (set at 7.21x) which is tested when borrowings are greater
than 40%, is being relaxed to 8.25x for the next 12 months after
the closing of the A&E. Based on preliminary 2023 FYE results, the
company's leverage was 6.7x (as defined by the company, according
to the senior facility agreement). The company has certain
ancillary facilities under the senior secured RCF (totaling EUR70
million) which are not included as part of the utilization
calculation under the covenant. In a hypothetical scenario, the
company could draw EUR70 million under the ancillary facilities and
another EUR120 million under the senior secured RCF (EUR190 million
in total) before the covenant would be tested.

Moody's further notes that the adequate liquidity is premised on a
successful A&E transaction (and by extension the equity
contribution) and that any material stub or change in terms, could
change the rating agency's view.

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

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

Factors that could lead to a downgrade of Roehm's ratings include:
(i) deterioration of the company's liquidity, (ii) limited recovery
in operating performance leading to a prolonged period of high
leverage and weak interest coverage making the capital structure
unsustainable, (iii) material delays or additional material costs
overruns related to the LiMA plant.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

The involvement of Roehm's owner, Advent International, and its
decision to contribute capital to help Roehm continue funding LiMA
represents a favorable governance consideration.

STRUCTURAL CONSIDERATIONS

As part of the transaction and acquisition of SABIC FF, Roehm
anticipates altering the current banking restricted group. Once
completed Moody's may withdraw the current CFR at Roehm Holding
GmbH and move the CFR to the top entity of the new restricted
group, LUX NEWCO. The rating agency also anticipates that Advent's
equity contributions will be in the form of shareholder loans into
the bank restricted group and would qualify for equity treatment,
but are subject to final review. The rating agency also anticipates
annual audited financial statements to continue being produced at
AI Plex (LUX) S.a.r.l. with quarterly reporting to occur at LUX
NEWCO, along with a reconciliation from the audited financial
statements to the bank reporting group (LUX NEWCO).

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Roehm is one of the world's largest methyl methacrylate (MMA)
producers as measured by market share. It is owned by funds managed
by private equity firm Advent International. For the last twelve
months ending December 2023 Roehm had sales of around EUR1.6
billion and company-adjusted EBITDA of EUR168 million.

TELE COLUMBUS: Moody's Puts 'Caa3' CFR on Review for Upgrade
------------------------------------------------------------
Moody's Ratings has placed on review for upgrade the Caa3 long-term
corporate family rating of Tele Columbus AG, as well as its Caa3-PD
probability of default rating. Concurrently, Moody's has withdrawn
Tele Columbus' Caa3 backed senior secured notes and its Caa3 senior
secured term loan A (TLA). Previously, the outlook was negative.

This rating action follows the completion by Tele Columbus of its
debt restructuring process[1], that Moody's views as a distressed
exchange, which is a default under the rating agency's definition.
Nevertheless, this restructuring has allowed the company to
establish a more sustainable capital structure and improve its
liquidity and debt maturity profile.

As part of the review process, Moody's plans to assess the positive
impact on the CFR and PDR of Tele Columbus following the completion
of its debt restructuring. The agency will also be assigning
ratings to the newly amended and extended debt instruments upon the
conclusion of its review.

RATINGS RATIONALE

Moody's has placed Tele Columbus' ratings on review for upgrade
following the company's completion of its debt restructuring
process whereby its legacy senior debt facilities, comprising a
EUR462.5 million outstanding senior secured TLA due October 2024
and EUR650 million backed senior secured bond due May 2025 have
been amended and extended at par until January 2029. Accordingly,
Moody's has withdrawn the ratings of the company's legacy debt
facilities, as they are no longer outstanding and have been
replaced by the amended and extended debt facilities.

The new debt instruments entail a conversion of substantially all
current cash interest to payment-in-kind with an increase in margin
on both instruments plus an exit fee. In addition, a EUR300 million
new equity capital commitment was announced, with EUR180 million
being provided on closing by Morgan Stanley Infrastructure Partners
(the majority shareholder of Kublai GmbH, the owner of 95% of Tele
Columbus) to support the company's strategic plan, which requires
high capital spending needs, to gradually convert its existing
infrastructure into fiber-optic networks.

The review for upgrade initiated by Moody's reflects the rating
agency's view that Tele Columbus' debt restructuring has allowed
the company to establish a more sustainable capital structure and
an improved liquidity profile, both of which could support a higher
rating level. However, the rating agency expects that in 2024 Tele
Columbus' gross leverage level will remain high at around 7.5x,
although expected to decline over the coming years under the
company's business plan.

The company's revenues and profitability improvement under its
business plan will require to compensate the expected loss of TV
subscribers in the coming quarters with broadband subscriptions.
The loss of TV customers will accelerate because of the transition
from bulk to individual contracts by July 2024, owing to a telecoms
law approved in May 2021 by the German government.

The review process will focus on: (1) the assessment of the
company's strategy and business plan, considering a degree of
uncertainty in the short term because of the TV segment transition;
(2) the company's financial policy, including its liquidity
profile, considering the high capital spending requirements as well
as the shareholder support; (3) the assessment of the new capital
structure and its long term sustainability, including Moody's
treatment of the capital contribution.

Governance is a key driver for the rating action reflecting the
fact that Tele Columbus has completed the debt restructuring
transaction as planned helping alleviate the significant pressures
associated with near-term refinancing risk and liquidity. Moody's
will revisit the ESG assessment primarily for the governance risk
categories for Tele Columbus' as part of the review process.  

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

Prior to the ratings review, Moody's said that upward pressure
could develop if the company's addressed successfully the
refinancing of its upcoming maturities resulting in a more
sustainable capital structure; improved its liquidity profile; and
delivered a solid operating performance with sustainable revenue
and EBITDA growth.

Prior to the ratings review, Moody's also said that Tele Columbus'
rating could be downgraded if the company failed to refinance its
2024 and 2025 debt maturities; if the liquidity profile did not
improve; or if the company pursued a debt restructuring resulting
in higher losses for creditors than those currently assumed in the
Caa3 rating.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was
Telecommunications Service Providers published in November 2023.

COMPANY PROFILE

Tele Columbus AG (Tele Columbus), based in Berlin, is the
second-largest German cable operator (by the number of homes
connected), with strong regional positions in eastern Germany and
active operations nationwide. In 2022, Tele Columbus reported
EUR447 million in revenue and EUR182 million in normalised EBITDA.



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

FIDELITY GRAND 2023-2: S&P Assigns B- (sf) Rating to Cl. F Notes
----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Fidelity Grand
Harbour CLO 2023-2 DAC's class X, A-Loan, A, B-1, B-2, C, D, E, and
F notes. At closing, the issuer also issued unrated subordinated
notes.

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

This transaction has a 1.5-year non-call period and the portfolio's
reinvestment period will end approximately 4.6 years after
closing.

The ratings reflect S&P's assessment of:

-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds 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.

  Portfolio benchmarks
                                                        CURRENT

  S&P Global Ratings' weighted-average rating factor   2,832.05

  Default rate dispersion                                564.63

  Weighted-average life (years)                            4.24

  Obligor diversity measure                              123.92

  Industry diversity measure                              17.70

  Regional diversity measure                               1.27

  Weighted-average life (years) extended
  to cover the length of the reinvestment period           4.56


  Transaction key metrics
                                                        CURRENT

  Total par amount (mil. EUR)                            400.00

  Defaulted assets (mil. EUR)                                 0

  Number of performing obligors                             132

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

  'CCC' category rated assets (%)                          1.63

  'AAA' target portfolio weighted-average recovery (%)    37.89

  Actual weighted-average spread (%)                       4.20

  Actual weighted-average coupon (%)                       4.50


Rating rationale

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. The portfolio primarily comprises broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow CDOs.

"In our cash flow analysis, we modelled the EUR400 million par
amount, the covenanted weighted-average spread of 4.20%, and a
weighted-average coupon of 4.50%, and the actual weighted-average
recovery rates. 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.

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

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

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

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1 to F notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we capped our assigned ratings on these notes. The
class X, A-Loan and A notes can withstand stresses commensurate
with the assigned rating.

"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 X 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."

S&P Global Ratings' document review score

To help assess the relative strength of documentation across
European CLO transactions, the S&P Global Ratings' document review
score focuses on 15 CLO document parameters that, in S&P's view,
may affect CLO performance.

Each component score provides an assessment of how conservative the
parameter is using predefined terms. The scores range from 1 (more
conservative) to 3 (less conservative). The scores for this
transaction are shown in the chart below.

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities, including, but not limited to the following:
controversial weapons, conventional weapons, firearms, tobacco and
tobacco-related products, fraudulent and coercive loan origination
and/or highly speculative financial operations. Accordingly, since
the exclusion of assets from these industries does not result in
material differences between the transaction and our ESG benchmark
for the sector, no specific adjustments have been made in our
rating analysis to account for any ESG-related risks or
opportunities."

Fidelity Grand Harbour CLO 2023-2 DAC is a European cash flow CLO
securitization of a revolving pool, comprising euro-denominated
senior secured loans and bonds issued mainly by speculative-grade
borrowers. FIL Investments International will manage the
transaction.

  Ratings list
                      AMOUNT
  CLASS   RATING*   (MIL. EUR)   SUB (%)   INTEREST RATE§

  X       AAA (sf)      2.00     N/A    Three/six-month EURIBOR
                                        plus 0.50%

  A       AAA (sf)    198.00    38.00   Three/six-month EURIBOR
                                        plus 1.50%

  A-Loan  AAA (sf)     50.00    38.00   Three/six-month EURIBOR  
                                        plus 1.50%

  B-1     AA (sf)      29.00    27.00   Three/six-month EURIBOR
                                        plus 2.15%

  B-2     AA (sf)      15.00    27.00   5.50%

  C       A (sf)       24.00    21.00   Three/six-month EURIBOR
                                        plus 2.65%

  D       BBB- (sf)    26.00    14.50   Three/six-month EURIBOR
                                        plus 4.10%

  E       BB- (sf)     18.00    10.00   Three/six-month EURIBOR
                                        plus 6.64%

  F       B- (sf)      12.00     7.00   Three/six-month EURIBOR
                                        plus 8.24%

  Sub. Notes  NR       34.50      N/A   N/A

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

§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.


PRE 17 LOAN: Fitch Assigns 'BB-sf' Final Rating to Class D Notes
----------------------------------------------------------------
Fitch Ratings has assigned RRE 17 Loan Management DAC 's notes
final ratings, as detailed below.

   Entity/Debt                  Rating           
   -----------                  ------           
RRE 17 Loan
Management DAC

   A-1 Loans                LT AAAsf  New Rating

   A-1 Notes XS2763536088   LT AAAsf  New Rating

   A-2A XS2763536245        LT AAsf   New Rating

   A-2B XS2763536591        LT AAsf   New Rating

   B XS2763536757           LT NRsf   New Rating

   C-1 XS2763537136         LT NRsf   New Rating

   C-2 XS2763537300         LT NRsf   New Rating

   D XS2763537565           LT BB-sf  New Rating

   Performance Notes
   XS2763538027             LT NRsf   New Rating

   Preferred Return
   Notes XS2763538373       LT NRsf   New Rating

   Subordinated Notes
   XS2763538530             LT NRsf   New Rating

The model-implied ratings (MIR) for the unrated classes are one
notch below the target ratings for the class C-2 notes and two
notches below for the class B and C-1 notes.

TRANSACTION SUMMARY

RRE 17 Loan Management DAC is a securitisation of mainly senior
secured obligations with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
were used to purchase a portfolio with a target par of EUR400
million. The portfolio is actively managed by Redding Ridge Asset
Management (UK) LLP. The collateralised loan obligation (CLO) has a
4.6 reinvestment period and an 9.1-year weighted average life (WAL)
test.

The notes' maturity (15 years) is around six years longer than the
WAL date (9.1 years), which in its view mitigates the risk of
maturities being concentrated towards the end of the deal's life.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor of the identified portfolio is 25.9.

High Recovery Expectations (Positive): At least 95% 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 62.3%.

Diversified Asset Portfolio (Positive): The transaction includes
four Fitch matrices. One is effective at closing, corresponding to
an 9.1-year WAL, one effective one year after closing,
corresponding to an 8.1-year WAL with a target par condition at
EUR400 million. Another two matrices are effective two years after
closing, corresponding to a 7.1-year WAL with a target par
condition at EUR400 million and EUR398 million, respectively. All
matrices are based on a top-10 obligor concentration limit at 20%
and fixed-rate asset limit at 10%.

The transaction includes various concentration limits in the
portfolio, including the top-10 obligor concentration limit at 20%
and the maximum exposure to the three largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a roughly
4.6-year reinvestment period and 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 covenant for the
transaction's Fitch-stressed portfolio and matrices analysis is 12
months less than the WAL covenant to account for structural and
reinvestment conditions after the reinvestment period, including
the satisfaction of the over-collateralisation (OC) tests and Fitch
'CCC' limit, together with a consistently decreasing WAL covenant.
These conditions would in the agency's opinion reduce the effective
risk horizon of the portfolio during 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 lead to downgrades of two notch for
the class A-2A and A-2B notes and one notch for the class D notes.

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class A-2A, A-2B and D notes
display a rating cushion of 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
across all ratings and a 25% decrease of the RRR across all ratings
of the Fitch-stressed portfolio would lead to downgrades of up to
four notches for the rated 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 Fitch-stressed portfolio
would lead to upgrades of up to two notches for the rated notes,
except for the 'AAAsf' rated notes.

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

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.

SHAMROCK 2022-1: S&P Affirms 'B- (sf)' Rating on Cl. G-Dfrd Notes
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Shamrock
Residential 2022-1 DAC's class C-Dfrd notes to 'AA (sf)' from 'A+
(sf)' and class D-Dfrd notes to 'A+ (sf)' from 'BBB+ (sf)'. At the
same time, S&P affirmed its 'AAA (sf)', 'AA+ (sf)', 'BB+ (sf)', 'B+
(sf)', and 'B- (sf)' ratings on the class A, B-Dfrd, E-Dfrd,
F-Dfrd, and G-Dfrd notes, respectively.

The rating actions reflect S&P's full analysis of the most recent
transaction information and the transaction's structural features.

Over 68% of the loans in the transaction at closing had been
previously restructured, and 21.6% were at least one month in
arrears. Since closing, reported arrears have increased slightly to
23.9%, of which 20.1% were 90+ days past due as of November 2023.
This increase in arrears is lower than what S&P has seen in similar
transactions over the same period.

The general reserve fund is drawn to 78% of its target (22%
shortfall) as of January 2024. The liquidity reserve fund remains
at its target.

S&P said, "We have seen an increase in the fees being charged since
January 2023 in this transaction. The rise is primarily due to
higher costs associated with transitioning borrowers through the
arrears process. We have increased the stressed servicing fee to
0.55% from 0.44% in our cash flow assumptions. We have also seen
elevated one-off fees. We have incorporated this into our
analysis.

"We have observed the margin of standard variable rate (SVR) loans
above one-month Euro Interbank Offered Rate (EURIBOR) to be
approximately 1.5% as of November 2023. The contractual floor of
this margin in this transaction is 2.5%, which leaves a 1.0%
differential. There is a relatively low (26% of the total pool)
proportion of SVR loans in this transaction when compared with
similar transactions, which dampens the sensitivity of the notes to
this stress. We have run sensitivities on the reduction of this
floor in our cash flow analysis."

The build-up in credit enhancement has been larger than observed in
peer transactions, due to the high levels of prepayments since
closing (average of approximately 7%). This is a positive in terms
of cash flow results for the transaction because of deleveraging.

S&P said, "After applying our global RMBS criteria, our credit
coverage has decreased across all rating categories. On Sept. 8,
2023, we updated our indexation, jumbo valuation, and over/under
valuations assumptions, which resulted in improved weighted-average
loss severity (WALS) at all rating categories. For the lower rating
categories, the higher arrears--specifically the gain in 90+ days
arrears--has raised the weighted-average foreclosure frequency
(WAFF) to a level that mitigates some of the benefit gained from
the lower WALS, but still resulting in decreased credit coverage.
The loan portfolio benefits from a lower reperforming loan
adjustment given the portfolio's increased seasoning since
closing."

  Credit analysis results

  RATING LEVEL    WAFF (%)    WALS (%)    CC (%)

  AAA             51.61       23.74       12.25

  AA              43.38       20.02        8.68

  A               38.68       14.32        5.54

  BBB             33.33       11.57        3.86

  BB              27.89        9.81        2.74

  B               26.56        8.37        2.22

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.
CC--Credit coverage.

S&P considers the transaction's resilience in case of additional
stresses to some key variables, in particular defaults and loss
severity, to determine its forward-looking view. In S&P's view, the
ability of the borrowers to repay their mortgage loans will be
highly correlated to macroeconomic conditions, particularly the
unemployment rate, consumer price inflation, and interest rates.

S&P said, "Policy interest rates in the eurozone may have peaked,
although we do not expect the European Central Bank (ECB) to start
cutting rates until the second half of 2024. Our unemployment rate
estimates for Ireland in 2023 and forecast for 2024 are 4.7% and
5.0%, respectively. Most of the borrowers in this transaction pay
variable interest rates, leading to near-term pressure from both a
cost of living and rate rise perspective. We have considered this
in both our credit and cash flow analyses.

"In our view, eurozone inflation peaked in 2022 at 8.4%. A
continued high inflation estimate in 2023 and forecast for 2024 at
5.5% and 2.9%, respectively, are credit negative for borrowers,
with some more affected than others. If inflationary pressures
materialize more quickly or more severely than currently expected,
risks may emerge. We consider the borrowers in this transaction to
be reperforming and as such they will generally have lower
resilience to inflationary pressures than prime borrowers.

"Furthermore, a decline in house prices typically decreases the
level of realized recoveries. For Ireland in 2024, we expect house
prices to increase by 1.3%, a slower pace than that seen in recent
years. We ran additional scenarios to test the effect of a decline
in house prices. The results of the sensitivity analysis indicate a
deterioration of no more than one category on the notes, which is
in line with the credit stability considerations in our rating
definitions.

"A general housing market downturn may delay recoveries. We have
also run extended recovery timings to understand the transaction's
sensitivity to liquidity risk.

"We raised our ratings on the class C-Dfrd and D-Dfrd notes,
reflecting the increased credit enhancement of the notes along with
the decreased credit coverage (due to the decrease in WALS levels)
at senior rating levels. The upgrades on these classes of notes
were limited as other factors were considered. We considered the
notes' potential sensitivity to further rises in arrears, given the
performance of peer transactions in recent months. Our analysis
also reflected the transaction's increasing fees since closing.

"We affirmed our ratings on the the class A, B-Dfrd, E-Dfrd,
F-Dfrd, and G-Dfrd notes, considering that the results of our cash
flow analysis support the ratings. We also considered these notes'
(in particular the class E-Dfrd to G-Dfrd notes) potential
sensitivity to further rises in arrears."

Shamrock Residential 2022-1 is a static RMBS transaction that
securitizes a portfolio of reperforming owner-occupied and
buy-to-let mortgage loans, secured over residential properties in
Ireland. The transaction closed in March 2022.




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

EVOCA SPA: S&P Rates New Senior Secured Floating Rate Notes 'B-'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue rating and '3' recovery
rating to Italian coffee equipment company Evoca SpA's proposed
EUR550 million senior secured floating rate notes (SS FRNs) due in
2029. The '3' recovery rating indicates S&P's expectation of
meaningful recovery (50%-70%; rounded estimate: 50%) in the event
of a default.

Evoca will use the issuance proceeds for the early refinancing of
the existing EUR550 million SS FRNs due in 2026. The company is
also extending the maturity of the existing EUR80 million revolving
credit facility (RCF) which will mature six months before the
maturity of the proposed SS FRNs. S&P said, "We also acknowledge
that the maturity of the existing EUR320 million payment-in-kind
(PIK) notes (including accrued interests) will be extended to a
date falling after the maturity of the proposed SS FRN. In line
with our methodology, we treat the PIK notes as debt."

S&P said, "Under our updated base case, we expect S&P Global
Ratings-adjusted debt to EBITDA will be 9.0x-9.5x by year-end 2024
and 8.0x-8.5x by year-end 2025, from estimated of about 10.0x as of
year-end 2023. In our opinion Evoca's deleverage will be mainly
driven by an increase in its EBITDA base considering that the
proposed refinancing is leverage neutral.

"We anticipate a revenue growth of 4.5%-5.0% in 2024 and 6.5%-7.0%
in 2025 thanks to price increase initiatives. Moreover, we expect
some recovery in terms of volume trend supported by new product
launched. Anticipated top line rebound will also be supported by
growth into the professional super auto coffee machines (accounting
for 40% of total sales) driven by the company's increased
penetration of the attractive coffee shops and quick service
restaurant segments.

"We forecast the S&P Global Ratings-adjusted EBITDA margin will
improve to 21%-22% in 2024 and 23%-24% in 2025, from an estimated
20.4% in 2023. One of the main growth drivers is the implementation
of new price increases at the beginning of 2024--which offsets
higher costs of components, energy, and logistics--and highlight
the company's pricing power. We also anticipate benefits coming
from cost savings because of operational improvements in
procurement, manufacturing, and supply chains. Additionally, we
expect some positive mix driven by the company's increased focus on
professional coffee machines in the hotel, restaurant, and catering
segment–-which retains a higher profitability level--and the
termination of some low-margin products.

"Finally, we believe Evoca has an overall good cash conversion,
thanks to its asset-light business model. We expect contained
annual capital expenditure (capex) of about EUR20 million-EUR25
million, mostly related to maintenance (about EUR6 million-EUR8
million) and the development of new products (about EUR10
million-EUR12 million). We therefore forecast the company will
generate free operating cash flow of EUR20 million-EUR25 million in
2024 (post leases payments). We assess the liquidity of the company
as adequate. This is supported by the fully undrawn existing EUR80
million super senior RCF, cash of about EUR55 million-EUR60 million
estimated post refinancing, and positive recurring cash flow
generation."

Issue Ratings - Recovery Analysis

Key analytical factors

-- S&P rates the EUR80 million super senior RCF at 'B+', with a
recovery rating of '1', reflecting its super senior position in the
debt structure.

-- S&P assigns a 'B-' rating to the proposed EUR550 million SS
FRNs due in 2029, with a recovery rating of '3' and recovery
prospects of 50%-70% (rounded estimate: 50%).

-- The recovery rating is constrained by the prior-ranking super
senior RCF and the security package, including share pledges,
receivables, and bank accounts.

-- Under S&P's hypothetical default scenario, it assumes a
declining demand for coffee machines, a loss of contracts with key
customers, and a weakening economic environment.

-- S&P values the business as a going concern, given its
well-diversified brand portfolio, leading market position in the
professional coffee machine market, and long-standing and
established relationships with key customers.

Simulated default assumptions

-- Year of default: 2025
-- Jurisdiction: Italy

Simplified waterfall

-- Emergence EBITDA: About EUR79 million

-- Capex: 3% of revenues

-- Cyclicality adjustment: 5%, in line with the specific industry
subsegment

-- Operational adjustment: 25%

-- Multiple: 5.0x

-- Net recovery value for waterfall after administrative expenses
(5%): EUR375.6 million

-- Super senior claims: Approximately EUR70 million*

    --Recovery range: 90%-100% (rounded estimate: 95%)

    --Recovery rating: '1'

-- Senior secured claims: Approximately EUR570 million*

    --Recovery expectation: 50%-70% (rounded estimate: 50%)

    --Recovery rating: '3'

*This is a simulated default scenario. All debt amounts include six
months of prepetition interest that S&P assumes to be outstanding
at default. The RCF is assumed to be 85% drawn at default.


RENO DE MEDICI: Moody's Affirms B2 CFR, Rates New EUR590MM Notes B2
-------------------------------------------------------------------
Moody's Ratings has affirmed the B2 long term corporate family
rating and the B2-PD probability of default rating of the Italian
recycled paper board producer Reno De Medici S.p.A. ("RDM" or "the
company"). Concurrently, Moody's has assigned a B2 instrument
rating on the proposed EUR590 million senior secured floating rate
notes maturing in 2029. The rating agency also affirmed the
company's existing B2 senior secured bonds. The rating outlook
remains stable.

Proceeds from the senior secured notes issuance will be used to
fund the refinancing of the company's existing EUR445 million
senior secured bonds and the EUR126 million term loan raised last
year to fund the Fiskeby acquisition as well as to cover the
related transaction fees.

RATINGS RATIONALE

The rating action reflects RDM's credit metrics remaining adequate
for the B2 rating category despite their significant deterioration
in 2023. After having achieved record sales and profitability in
2022, exceptionally strong customer destocking in a weak
macroeconomic environment the following year led to a decrease in
volumes throughout the paper packaging industry. This, in turn,
exerted downward pressure on selling prices. Moody's calculation
suggests that RDM's gross leverage, adjusted according to Moody's
standards, increased to roughly 6.4x by the end of 2023, pro-forma
for the Fiskeby acquisition, a significant rise from 2.8x the
previous year.

It is in Moody's view encouraging to observe some producers,
including RDM, initiating price hikes and guiding for the end of
destocking and a resurgence of customer demand. Nevertheless, we
anticipate lower average prices in 2024 compared to 2023 and a
slower recovery in volumes. The industry's main challenge is to
curtail overcapacity and reestablish profitability. Although we
think that RDM's leverage could continue increasing in the first
quarter of 2024, we anticipate it to drop into a 5x-6x range within
the subsequent 12-18 months, a level we consider appropriate for
the B2 rating category.

The proposed refinancing, while not affecting leverage, positively
impacts the company's liquidity by extending its debt maturity
profile. The expansion of the group's revolving credit facility
from EUR75 million to EUR100 million further enhances liquidity.
Additionally, despite fluctuations in credit metrics, RDM has
consistently generated positive free cash flow in the past and
achieved strong contribution margins. Even in 2023, when its
capital expenditure (particularly as a percentage of sales)
significantly surpassed previous years, its FCF was nearly at a
break-even point.

At the same time, we believe RDM will continue to pursue
acquisitions in order to further consolidate the market (similar to
the recent Fiskeby acquisition in 2023) or to achieve downstream
integration into converting facilities. This strategy can
potentially improve the stability of the overall group and bolster
the resilience of its profitability margins.

The rating is mainly supported by (1) its leading market positions
as the largest producer of recycled cartonboard (WLC) in Europe
following the recent acquisition of Fiskeby and its #2 market
position in solidboard; (2) resilient demand as a large share of
sales (49% in 2023) is derived from the Food & Beverage end-market;
(3) sustainability tailwind for recycled paper-packaging with a
substitution potential against plastic packaging; and (4)
track-record of positive FCF generation in the past.

However, the rating is constrained by (1) the cyclical and
competitive nature of the paper packaging industry; (2) exposure to
volatile input costs (recycled fiber, energy) and periods of
overcapacity that typically result in significant swings in
profitability and credit metrics; (3) challenging market conditions
with weak volumes and pricing due to subdued macroeconomic growth
and customer consumption; and (4) event risk related to further
acquisitions targeting either horizontal diversification (paper
mills) or entrance into downstream activities (packaging
converters).

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that RDM's
profitability will gradually improve over the next 12-18 months and
its key credit metrics will remain adequate for the rating
category. The outlook assumes that RDM will maintain a good level
of liquidity while considering organic and inorganic growth
options.

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

Positive rating pressure could arise if:

-- Moody's-adjusted gross debt/ EBITDA below 4.5x on a sustained
basis;

-- Moody's-adjusted EBITDA margin above 13%;

-- Sustainably positive free cash flow generation;

Conversely, negative rating pressure could arise if:

-- Moody's-adjusted gross debt/ EBITDA above 6.0x on a sustained
basis;

-- Moody's-adjusted EBITDA/ interest expense below 2.5x on a
sustained basis;

-- Negative free cash flow leading to a deterioration in liquidity
profile;

LIQUIDITY

Moody's views the liquidity profile of RDM as good. This is
reflected in EUR64 million of cash at  year-end 2023, pro-forma the
proposed refinancing. Furthermore, as a part of the announced
refinancing RDM's existing EUR75m RCF (maturing in 2026) will be
replaced with a larger EUR100 million facility that will have 4.5
years maturity and will be fully undrawn at the time of the
refinancing. The RCF contains a springing covenant at 8x senior
secured net leverage ratio (3.1x in Q3 2023) tested quarterly when
the facility is more than 40% drawn. Moody's liquidity assessment
is further supported by the company's track record of positive FCF
generation in the past and Moody's expectation of continued
positive FCF in the future.

STRUCTURAL CONSIDERATION

Moody's rates senior secured notes issued by Reno De Medici S.p.A.
at B2, in line with the long term corporate family rating. This is
primarily because senior secured debt constitutes most of the
company's outstanding liabilities. While the proposed upsized
EUR100 million super senior revolving facility ranks ahead of the
bonds, the size of the facility is too small to cause the notching
of the bonds below the CFR according to Moody's loss given default
waterfall. The RCF and the senior secured notes share the same
collateral package, consisting of shares in all material operating
subsidiaries of the group, representing at least 80% of
consolidated EBITDA.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Paper and
Forest Products published in December 2021.

COMPANY PROFILE

Headquartered in Milan, Italy, Reno De Medici S.p.A. is the leading
European producer and distributor of recycled paperboard. The
company operates ten mills across six European countries with a
total capacity of 1.6 million tons per year. In the last 12 months
ended September 2023, RDM generated around EUR850 million of
revenue. Since 2021 the company is owned by the private-equity
company Apollo Global Management.



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

HURTIGRUTEN NEWCO: S&P Assigns 'CCC' ICR, Outlook Negative
----------------------------------------------------------
S&P Global Ratings assigned its 'CCC' long-term issuer credit
rating to the new parent company of the group, Hurtigruten Newco
AS. S&P also raised to 'CCC+' from 'CCC-' its issue rating on the
EUR300 million bond due 2025, issued by Explorer II AS.

S&P said, "At the same time, we assigned our 'B-' issue rating to
the EUR205 million super senior exit facility, our 'CCC' issue
rating to the EUR345 million senior secured operating company
(opco) facility, both issued at Hurtigruten Group AS, and our 'CC'
issue rating to the EUR668 million secured holding company (holdco)
facility issued at Hurtigruten Newco AS.

"The negative outlook reflects our view that the company could face
potential default scenarios over the next 12 months due to a
liquidity shortfall, absent alternative liquidity sources.
Specifically, this would occur if the group could not service its
semi-annual interest payments of EUR40 million due in February 2025
or failed to refinance the EUR300 million Explorer bond due in
February 2025, or if there were a covenant breach, or any other
scenario that we consider a default under our criteria."

Rating Action Rationale

S&P said, "We now assess Hurtigruten Newco's business risk profile
as vulnerable. Our view of the group's business position is
constrained by its geographic concentration of operations in the
Norwegian coast, and the modest fleet size, which expose the group
to a high degree of event risk and volatility of profitability and
cash flows. Hurtigruten Group, like its peers, was hit hard during
pandemic; it did not have all its vessels return to operation until
June 2022 and the group still hasn't recovered its profitability.
We now consider limited recovery prospects around the group's
operations, absent an improvement in occupancy and customer booking
trends, and given the execution risks related to the ongoing
organizational changes to separate the Norwegian segment
"Hurtigruten" (formally known as Hurtigruten Norway), from
"Hurtigruten Expeditions" (HX). Furthermore, given the group's
brand and segment concentration, we consider its addressable market
smaller than many of its larger competitors, which could limit
opportunities for growth. We acknowledge Hurtigruten Group's brand
is well recognized across its key markets including Norway,
Germany, and the U.K., and its long-standing contracts with the
Norwegian government could somewhat support the business.

"Our view is also constrained by the group's weak operating
performance, depressed profitability, and low cash balances. Over
2023, the company reported revenue of EUR658 million, up by 14%
compared to 2022, when the group did not have all its vessels in
operation. The limited increase in revenue mainly stemmed from the
absence of improvement at Hurtigruten Expeditions, which was only
moderately offset by the performance of the Hurtigruten segment,
where revenue increased by 20.4%. Therefore, we foresee the pace
and magnitude of the group's operations recovery will continue to
be low, absent a meaningful rebound in occupancy rates and booking
yields. As a result, we now forecast revenue will only increase by
around 7% in 2024 and 10% in 2025, which we believe will constrain
the group's ability to leverage its still-high operating costs.
Therefore, we expect adjusted EBITDA of EUR50 million-EUR60 million
in 2024, which would translate into an adjusted EBITDA margin of
7%-8% and result in leverage remaining very high, well above 20x,
and free operating cash flow (FOCF) remaining negative due to weak
profitability, the capital expenditure (capex) requirement, and
annual cash interest of around EUR80 million.

"The negative outlook reflects our view that the company could face
potential default scenarios over the next 12 months due to a
liquidity shortfall, absent alternative liquidity sources.
Specifically, this would happen if the group could not service its
semi-annual interest payments of EUR40 million due in February 2025
or failed to refinance the EUR300 million Explorer bond due in
February 2025, or if there were a covenant breach, or any other
scenario that we consider a default under our criteria.

"We could lower the ratings if the group announced or incurred a
default on its financial obligations resulting in a selective
default, which could include a liquidity shortfall, covenant
breach, missed payments, or the group failed to refinance its
EUR300 million Explorer bond in a timely manner.

"Although unlikely in the near term, we could take a positive
rating action if default scenarios were no longer a potential risk
over the next 12 months. This could occur if the group enhanced its
EBITDA and cash flow generation, such that liquidity improved, and
we expected it to remain compliant with its financial covenant
while keeping its financial leverage at more sustainable levels.

"Social factors are a negative consideration in our credit rating
analysis of Hurtigruten Newco. The pandemic markedly disrupted the
group's operations and financial position, with a full shut-down of
its operations. With 2023 being the first year where all vessels
were in operation, we still believe that the group's operating
performance will remain depressed by consumers' low spending power
and ongoing inflation post-pandemic. Given the slow pace of booking
momentum, along with occupancy rates still below pre-pandemic
levels and flat booking yields, we expect operating performance
will remain subdued.

"Environmental factors are a moderately negative consideration. We
note the increasingly strong focus of regulators and environmental
bodies on the cruise industry's greenhouse gas emissions and
pollution. That said, we note that a large portion of Hurtigruten
Group's fleet already uses cleaner fuels (such as biodiesel and
ultra-low Sulphur marine gasoil) and hybrid technology, which
places it somewhat ahead of the industry.

"Governance factors are also a moderately negative consideration,
as is the case for most rated entities owned by private-equity
sponsors. We believe the company's highly leveraged financial risk
profile points to corporate decision-making that prioritizes the
interests of the controlling owners."

This also reflects generally finite holding periods and a focus on
maximizing shareholder returns.




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

GRIFOLS SA: Fitch Lowers LongTerm IDR to 'B+', Outlook Negative
---------------------------------------------------------------
Fitch Ratings has downgraded Grifols, S.A.'s Long-Term Issuer
Default Rating (IDR) to 'B+' from 'BB-'. The Outlook remains
Negative.

The downgrade reflects the company's slower-than-expected
deleveraging, caused by significantly lower free cash flow (FCF)
generation in 2023 and 2024 than previously forecast by Fitch.
Fitch expects gross leverage to remain significantly above 5x in
2024, before it improves to below 5x by 2026, supported by a
gradual improvement in margins.

The Negative Outlook reflects Grifols' heightened refinancing risk
ahead of its upcoming maturities in 2024 and 2025, including EUR1.8
billion of senior secured and unsecured notes due in 1H25 and a
revolving credit facility (RCF) due in November 2025. The
successful disposal of a 20% stake in Shanghai RAAS (SRAAS) for
EUR1.6 billion (USD1.8 billion), which is pending regulatory
approval and is expected to finalise in 2Q24, would help mitigate
refinancing pressure.

KEY RATING DRIVERS

High Leverage Pressures Rating: Grifols' ratings are under pressure
due to high leverage (Fitch-defined). EBITDA leverage in particular
rose sharply towards 10x (9x net) in 2021 and peaked at 10.7x
(10.3x net) in 2022 as a result of pandemic-driven temporary
operating underperformance and a EUR1.5 billion debt-funded
acquisition of Biotest AG in April 2022. Gross leverage improved to
8.8x in 2023 due to a recovery in EBITDA and Fitch expects further
deleveraging on the SRAAS disposal and EBITDA expansion. However,
Fitch expects EBITDA leverage to remain sharply above 5x in 2024
and above 5.0x to 2026, which is inconsistent with a 'BB-' rating.

Heightened Refinancing Risk: Grifols faces heightened refinancing
risk for the next two years, with major bond maturities in 1H25 of
EUR1.8 billion. Fitch expects Grifols to divest 20% of its 26%
stake in SRAAS to Haier for EUR1.6 billion in June 2024, and use
expected net proceeds of EUR1.5 billion to meet senior secured
maturities of EUR838 million. However, it would still need to
refinance EUR1 billion of unsecured debt and extend its RCF, which
mature in May and November 2025 respectively. Failure to address
maturities with a credible refinancing plan by 3Q24 would
significantly increase refinancing and liquidity risks, and lead to
a further downgrade.

Slow Margin Recovery: After the pandemic-related operational
weakness in 2021 and 2022, Grifols margins partly recovered in
2023, as plasma collection costs declined (nine-to-12 month lag
between plasma collection and the commercialisation of plasma
derivatives). Nevertheless, margins continued to be subdued at
below 20% due to increased costs versus the historical high 20% to
low 30%. Further, contribution from Biotest has been considerably
lower than expected at single-digit EBITDA margins.

Fitch expects Fitch-defined EBITDA margin (excluding IFRS 16) to
further improve above 22% in 2024, on gradually declining
plasma-collection costs, and then gradually towards 24% by 2027.
Margins will be also supported by cost savings from the
restructuring plan launched in early 2023 (EUR450 million in
savings), which should more than offset cost inflation. Fitch sees
further upside from the potential launches of new products by
Biotest, expected in 2025 and 2026.

High Capex Hits FCF: The depressed margins, coupled with increased
capex related to new plasma collaboration centers in the US from a
partnership with Immunotek, have resulted in negative FCF
generation in 2023. For 2024 Fitch expects FCF margins to remain
neutral, due to continued investment in the Immunotek
collaboration, along working-capital outflows. Fitch expects FCF to
become positive from 2025 onwards with FCF margin in the low-to-mid
single digits.

Financial Policy Target Delayed: The rating is predicated on
Grifols' management remaining committed to a disciplined financial
policy, prioritising deleveraging over shareholder distributions
and large M&A. Management has publicly stated its commitment to
reduce reported net leverage to 4x by end-2024 (consistent with 5x
Fitch-defined net leverage, as Fitch's debt calculation includes
GIC's preferred equity and factoring), but the company has guided
to the possibility of temporarily remaining above that threshold in
2024.

Leading Company in Attractive Niche: Grifols has a meaningful
position in the plasma-derivatives market, which Fitch expects to
grow at high single digits. It is a medium-sized manufacturer with
a concentrated product portfolio, but it is more exposed to cost
and price pressure than innovative pharmaceuticals, where
manufacturing becomes a competitive differentiator as
plasma-derived proteins cannot be patented. Fitch believes that
Grifols, as one of the larger sector constituents, is well-placed
to defend its competitive market position through its vertical
integration securing plasma supply and running cost-efficient
operations.

ESG - Management Strategy: Grifols has been unable to deliver on
its strategic objectives and stated financial policy, as
underscored by its slower-than-expected profitability improvement
while maintaining an aggressive investment strategy that exhausts
FCF, which has resulted in leverage remaining above 8.0x. This
highlights the execution risks as the company is aiming to address
sizeable upcoming 2025 maturities.

ESG - Governance Structure: Although Fitch notes that the company
has recently taken steps to strengthen corporate governance,
Grifols' concentrated ownership and the family's historical
involvement in the management of the company weigh on its
assessment of governance, with complex business transactions with
entities related to the family. In its view the concentrated family
ownership has favoured long-term growth at the expense of high
indebtedness for a listed company.

DERIVATION SUMMARY

Fitch rates Grifols using the framework of the Ratings Navigator
for Generic Companies.

Grifols stands out among non-investment-grade issuers with a
compelling business model in terms of its global market position in
core products. This is counterbalanced by a heavy reliance on four
main plasma-derived medicinal products at well over 50% of its
sales. Its financial risk constrains its rating, with an aggressive
investment strategy that results in neutral to marginally positive
FCF and EBITDA leverage projected to remain above 5.0x until 2026.

Pharmaceutical peers rated at 'BB', such as Grunenthal Pharma GmbH
& Co Kommanditgesellschaft (BB/Stable), are smaller than Grifols,
but have higher margins and significantly lower EBITDA leverage,
which underpins its two-notch higher rating than Grifols'. Avantor
Funding Inc. (BB/Positive) is a life science peer that is similar
in scale but derives its higher rating from lower leverage and
higher cash flow.

Ftch also compares Grifols with European asset-light pharmaceutical
companies focused on off-patent branded and generic drugs,
including CHEPLAPHARM Arzneimittel GmbH (Cheplapharm, B+/Stable),
Pharmanovia Bidco Limited (B+/Stable), and ADVANZ PHARMA Holdco
Limited (Advanz, B/Stable), as well as the larger generic drug
manufacturer Nidda BondCo GmbH (Stada, B/Stable). All of these
peers have smaller scale than Grifols which, in the case of
Cheplapharm and Pharmanovia, is a rating constraint. However, they
have lower EBITDA leverage and structurally higher margins as a
result of their asset-light pharmaceutical operations.

KEY ASSUMPTIONS

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

- Mid-to-high single-digit revenue growth in 2024 and
mid-single-digit revenue growth in 2025-2027

- Continued recovery of EBITDA margin to 22% in 2024, and gradually
to 24% in 2027

- Working-capital outflow of EUR150 million-EUR275 million during
2024-2027

- Annual capex of about EUR550 million-EUR600 million in 2024-2025,
and to remain around EUR450 million-EUR500 million during
2026-2027. Its capex calculations include investment in the U.S.
Immunotek plasma collection centers

- Net proceeds in 2024 of EUR1.5 billion from the divestment of the
20% RAAS stake

- No major acquisitions before 2027 as the company continues to
prioritise deleveraging

- No cash dividend paid in 2024-2026, followed by a 30% dividend
payout in 2027

RECOVERY ANALYSIS

The downgrade of the IDR to 'B+' implies that, in line with Fitch's
Corporates Recovery Ratings and Instrument Ratings Criteria, Fitch
now determines the Recovery Ratings of Grifols' issuance with a
bespoke approach used for issuers in the 'B' category.

The recovery analysis assumes that Grifols would be reorganised as
a going-concern (GC) in bankruptcy rather than liquidated.

Fitch estimates a GC EBITDA of EUR900 million, to which Fitch
applies an enterprise valuation (EV) multiple of 6.0x to calculate
a post-reorganisation EV. Fitch has assumed a 10% administrative
claim deduction.

Fitch does not assume Grifols' factoring liabilities to be repaid
given its assumption of reorganisation post-distress. Fitch also
assumes that the RCF would be fully drawn at the time of distress.

Based on its principal waterfall analysis, Fitch treats EUR1.6
billion of debt, consisting of EUR840 million of debt held by the
sovereign wealth fund of Singapore, an EUR240 million of senior
secured loan from Biotest, and some regional debt held at lower
levels in the capital structure, as super senior ahead of senior
secured debt. Recoveries for the senior secured debt, calculated
after assigning EV available to super senior-ranking debt holders,
are estimated at 55%. This results in a Recovery Rating 'RR3',
leading to a 'BB-' rating for the senior secured debt, one notch
above the IDR and a two-notch downgrade from its previous rating
level. Recoveries for the senior unsecured notes are estimated at
0%, in the 'RR6' band, leading to a 'B-' instrument rating, two
notches below the IDR and a similar two-notch downgrade from its
previous rating level.

RATING SENSITIVITIES

Factors That Could, Individually or Collectively, Lead to a
Revision of Outlook to Stable:

- Refinancing of 2025 maturities and extension of the RCF by 3Q24

- Total debt/EBITDA below 6.5x (net 6.0x) on a sustained basis

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

- Total debt/EBITDA below 5.0x (4.5x net) on a sustained basis

- (Cash from operations (CFO) less capex)/total debt with equity
credit above 5% on a sustained basis

- Continued operational improvement, as reflected in better Biotest
performance, continued reduction in cost per liter, leading to
EBITDA margins (Fitch-defined, excl. IFRS 16) above 24% on a
sustained basis

- FCF margin towards mid-single digits on a sustained basis

- EBITDA/interest paid persistently above 3.5x on a sustained
basis

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

- Lack of visibility on a clear refinancing plan to address 2025
maturities and the RCF by 3Q24

- Total debt/EBITDA above 7.0x (6.5x net) on a sustained basis

- Biotest integration challenges, delays in new product launches or
weakened cost management leading to inability to improve EBITDA
margins (Fitch-defined, excl. IFRS 16) to above 20%

- FCF margin below 1% on a sustained basis

- EBITDA/interest paid below 2.5x on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

2025 Maturities Refinancing Needs: Grifols had EUR526 million of
balance-sheet cash at end-2023 and more than USD600 million undrawn
from its USD1 billion RCF, which should cover short-term debt of
EUR914 million, including EUR240 million from Biotest. However,
Grifols faces significant debt maturities in 2025, which it needs
to address through disposals or refinancing. These include EUR838
million senior secured notes maturing in February, EUR1 billion
senior unsecured notes maturing in May, as well as its November
2025 RCF, of which EUR360 million is currently drawn.

Grifols plans to address the February and May 2025 maturities
mostly with the help of net proceeds from the EUR1.6 billion
disposal of a 20% stake in SRAAS, which is pending regulatory
approval and is expected to complete in 2Q24.

ISSUER PROFILE

Grifols is a vertically integrated global manufacturer of plasma
derivatives, which treat diseases using components/proteins derived
from human plasma. Grifols sources most human plasma from its own
collection centers.

ESG CONSIDERATIONS

Grifols has an ESG Relevance Score of '5' for Management Strategy,
as reflected in the weak execution of its stated strategy, which
has led to unadjusted margins consistently below the company's
targets, and high leverage. This has a negative impact on the
credit profile, is highly relevant to the rating, and drives its
rating downgrade to 'B+'.

Grifols has an ESG Relevance Score of '5' for Governance Structure
due to its concentrated ownership and the family's involvement in
the management of the company, with complex business transactions
with entities related to the family. This has a negative impact on
the credit profile, is highly relevant to the rating, and also
drives its rating downgrade to 'B+'.

Grifols has an ESG Relevance score of '4' for Group Structure due
to the complex group structure with material related-party
transactions with entities where the family is participant, and
which has resulted in cash outflows. This has a negative impact on
the credit profile and is relevant to the rating in conjunction
with other factors.

Grifols has an ESG Relevance Score of '4' for Financial
Transparency due to the delay of the company's presentation of
audited financial reports, which adds to the company's substandard
disclosure of other contracted payouts such as for its Immunotek
partnership. The company published its 2023 audited financial
statements with an unqualified opinion one week after its expected
date. This has a negative impact on the credit profile and is
relevant to the rating in conjunction with other factors.

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

   Entity/Debt                  Rating         Recovery   Prior
   -----------                  ------         --------   -----
Grifols Escrow
Issuer, S.A.U.

   senior unsecured      LT      B-  Downgrade   RR6      B+

Grifols, S.A.            LT IDR  B+  Downgrade            BB-

   senior unsecured      LT      B-  Downgrade   RR6      B+

   senior secured        LT      BB- Downgrade   RR3      BB+

Grifols Worldwide
Operations USA, Inc

   senior secured        LT      BB- Downgrade   RR3      BB+

Grifols Worldwide
Operations Limited

   senior secured        LT      BB- Downgrade   RR3      BB+

[*] Moody's Takes Rating Actions on 14 Spanish Sub-Sovereigns
-------------------------------------------------------------
Moody's Ratings has changed the outlook of 14 Spanish
sub-sovereigns to positive from stable, while affirming their
long-term issuer and debt ratings. The short-term ratings for the
Ayuntamiento de Madrid ("city of Madrid"), the Principado de
Asturias ("Asturias"), the Generalitat de Catalunya ("Catalunya")
and the Generalitat de Valencia ("Valencia"), were also affirmed.
At the same time, Moody's has also upgraded by one notch the
Baseline Credit Assessment (BCA) of the Junta de Comunidades de
Castilla-La Mancha ("Castilla-La Mancha"), Catalunya, the Comunidad
Autonoma de Murcia ("Murcia"), and the region of Valencia.

The rating action on outlook changes follows Moody's decision to
change the outlook on the rating of the Government of Spain to
positive from stable on March 15, 2024.

The one-notch upgrade to the BCAs of the regions of Castilla-La
Mancha, Catalunya, Murcia, and Valencia was driven by Moody's
forecasts of stronger fiscal situation than it previously expected
over the next three years, building on an improvement in fiscal
situation already visible in 2023. The affirmation of the ratings
for these four regions reflects their persistently high deficit
levels and debt levels that are higher than those of their national
peers.

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

RATINGS RATIONALE

RATIONALE FOR THE OUTLOOK CHANGES

Moody's anticipates that Spain's regional and local governments'
fiscal situation will improve in the next two to three years.
According to the rating agency's forecasts, their gross operating
balances will improve and deficit and debt burdens will reduce.
Moody's also expects Next Generation EU funds to have a positive
impact on local economies, to be reflected from 2024 onward.

Moody's decision to change the Spanish sub-sovereign rating
outlooks to positive from stable reflects the outlook change on the
sovereign's rating. Moody's believes that, should the country's
medium-term economic growth prospects be higher and less volatile
than what Moody's currently assumes – reflecting the upside risks
underpinning the change in Spain's outlook to positive from stable
– the increase in tax revenue could be more significant. This
could, in turn, lead an increase in state transfers to Spanish
sub-sovereigns beyond Moody's baseline forecast, thereby assisting
these entities in rebalancing their budgets in the future.

There is a strong correlation between the sovereign's macroeconomic
performance and the sub-sovereigns' tax bases as around 60% of
regional operating revenue are from taxes which are very sensitive
to macroeconomic trends, such as Personal Income Tax, Value Added
Tax and Special taxes. Moreover, transfers from the central
government constitute a significant portion of sub-sovereigns'
operating revenue, accounting for approximately 30% for regions and
around 45% for municipalities.

RATIONALE FOR THE RATING AFFIRMATIONS

ENTITIES RATED ABOVE THE SOVEREIGN LEVEL

-- THE BASQUE COUNTRY AND THE DIPUTACION FORAL DE BIZKAIA

Moody's decision to affirm the Basque Country's and the province of
Bizkaia's ratings at A3, reflects their unique and constitutionally
protected tax regime. This regime currently allow them to retain
enough credit strength to maintain their ratings one notch above
the sovereign. The Basque Country and the province of Bizkaia have
a significantly higher fiscal flexibility than their national peers
under the common regime and they also have comfortable liquidity
positions, reducing their refinancing risk. Over the past few
years, both entities have recorded positive operating balances,
very low financing deficits or financing surpluses, and low debt
burdens. Moody's anticipates that these two entities will maintain
their strong fiscal performance over the next three years.

The A3 ratings of the two Basque entities combine a BCA of a3 with
a high support assumption from the Government of Spain.

ENTITIES RATED AT THE SOVEREIGN LEVEL

-- CITIES OF BARCELONA AND MADRID

Moody's affirmation of Barcelona's long-term issuer rating of Baa1
and the Ayuntamiento de Madrid's long-term issuer and debt ratings
of Baa1 and short-term issuer rating of P-2, reflects their prudent
budgetary management, high gross operating balances and financing
surpluses, low debt burdens and strong liquidity.

Moody's considers the credit profiles of Madrid and Barcelona as
very strong. However, their financial strength is largely dependent
on transfers from the national government. This reliance makes it
unlikely for these cities to possess a credit quality stronger than
that of the sovereign itself. The central government maintains
control over Spanish municipalities through legislation. This
control restricts their fiscal flexibility in terms of tax
revenues, operating transfers, and personnel costs.

These two cities' Baa1 ratings reflect the combination of their
standalone credit profiles, as reflected in their BCAs of baa1, and
Moody's assumption of a strong likelihood of extraordinary support
from the Government of Spain.

-- REGIONS OF ASTURIAS, CASTILLA Y LEON, GALICIA AND MADRID

Moody's decision to affirm the Baa1 long-term issuer ratings of
Galicia and the long-term issuer and debt ratings of Asturias,
Castilla y Leon, and Madrid, which are on par with the sovereign
rating, reflects their strong fiscal and financial performance. At
the same time, Asturias' short-term issuer rating of P-2 reflects
the region's very good liquidity profile. All these regions have
improved their operating performance and financing deficits in
recent years. According to the rating agency's forecasts, it
anticipates operating and financing surpluses for the next three
years, thus limiting debt growth in the coming years. Furthermore,
all these four regions have moderate debt levels, with net direct
and indirect debt to operating revenue ratios below the average for
rated regions of 166% at year-end 2023 (around 93%, 132%, 108% and
151% for Asturias, Castilla y Leon, Galicia and Madrid,
respectively). Additionally, these regions benefit from very good
market access and their ratings also capture these regions' prudent
debt management practices.

The Baa1 ratings of these four regions reflect the combination of
their standalone credit profiles of baa3, and Moody's assumption of
a high likelihood of extraordinary support from the Government of
Spain.

ENTITIES RATED BELOW THE SOVEREIGN LEVEL

-- REGIONS OF ANDALUCIA AND EXTREMADURA

The affirmation of the Baa2 long-term issuer ratings for
Extremadura, and the long-term issuer and debt rating for
Andalucia, reflect the low debt burden compared with national peers
(102% and 109% in 2023, for Extremadura and Andalucia,
respectively) and adequate liquidity profile of these two regions.
While Extremadura's fiscal position has improved in recent years, a
trend that is expected to continue, Andalucia experienced a budget
deterioration in 2023 due to some one-off expenditures. Despite
this, Moody's expects its budgetary ratios to improve from 2024
onward.

The Baa2 rating for Extremadura and Andalucia reflects the
combination of these regions' standalone credit profiles, as
reflected in their BCAs of ba2 and ba1 respectively, and Moody's
assumption of a high likelihood of extraordinary support from the
Government of Spain.

-- REGIONS OF CASTILLA-LA MANCHA, CATALUNYA, MURCIA AND VALENCIA

Moody's decision to affirm the Ba1 ratings of Castilla-La Mancha,
Murcia, Valencia and Catalunya, reflects these four regions'
ongoing fiscal challenges despite improvements in 2023. The rating
agency believes that the fiscal positions of these regions will
remain weak for the next two years, as evidenced by persistently
high deficit levels and debt levels higher than their national
peers. Moody's anticipates that these regions' debt stock will
continue to grow over the next two years due to ongoing financing
deficits, which will be financed through new debt. However, the
pace of the debt stock increase is expected to slow.

These four regions continue to extensively rely on the Fondo de
Liquidez Autonomico (FLA), the central government's liquidity
mechanism. As of December 2023, debt from the FLA made up
approximately 89% of the aggregated debt for these regions. This
data underscores the high extraordinary support from the central
government to these regions. The rating agency believes that this
liquidity support from the central government will be maintained in
the coming years.

The standalone credit profiles, or BCAs, of these four regions have
been upgraded by one notch, reflecting Moody's expectations of a
continued fiscal improvement over the next two to three years,
driven by increased operating revenue from higher central
government transfers. Furthermore, the BCAs upgrade also reflects
an improvement of these regions' fiscal positions in 2023. This is
based on information from pre-closing execution budgets, which show
that their operating performances and debt burdens improved last
year. Their net direct and indirect debt to operating revenue ratio
decreased in 2023 compared to 2022: from 202% to around 192% for
Castilla-La Mancha, from 244% to 231% for Murcia, from 245% to 227%
for Catalunya, and from 353% to 321% for Valencia.

Moody's believes that the region of Catalunya could see further
improvement if the agreed partial debt cancellation of EUR15
billion between the pro-independence political party ERC and the
socialist party materializes. This proposal has the potential to
reduce Catalunya's debt burden from the 227% recorded in 2023 to
around 190%. Additionally, the potential savings on interest
expenses could contribute to the fiscal consolidation of the
region. If this measure were to be extended to other Spanish
regions, the rating agency would then assess the impact on the
credit profiles of these regions.

The Ba1 ratings for these four regions reflect the combination of
these regions' standalone credit profiles, as reflected in their
BCAs of ba3 for Castilla-La Mancha, Murcia and Catalunya and b2 for
the region of Valencia, and Moody's assumption of a high likelihood
of extraordinary support from the Government of Spain, as
corroborated by the central government's track record of liquidity
support since the FLA was created in 2012, which partially offsets
their weak standalone creditworthiness.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

The overall impact of ESG risks on the ratings of rated Spanish
RLGs varies. For the majority, ESG considerations do not materially
impact their current ratings (CIS-2). However, there are some
regions where the impact on their current ratings is limited, but
with potential for a greater negative impact over time (CIS-3).
This reflects a high credit exposure to environmental risks, and an
average social and governance risk profile. Balancing these risk
exposures, the overall resilience is moderate, due to Moody's
assessment of high support from the central government in case of
need.

The majority of Spanish RLGs are highly exposed to environmental
risks, primarily heat stress, water stress, and drought scenarios.
Physical climate risks and difficulties in water management present
significant challenges for many regions, particularly those located
in the south and east of the country. These challenges negatively
impact their Environmental (E) issuer profile scores. Nonetheless,
the costs of the RLGs' investments in infrastructure to bolster
resilience against these risks are expected to be partially offset
by funding from the central government and EU funds.

For the majority of Spanish RLGs, exposure to social risks does not
materially differentiate credit quality (S-2). However, some
regions have high credit exposure to social risks (S-4), primarily
due to a significant portion of the ageing population. This
demographic factor increases social and healthcare expenditures
that these regions are responsible for. Certain regions are also
significantly exposed to unfavorable labor market conditions. On
the other hand, positive social aspects in these areas include good
housing availability, high-quality health and safety standards, and
access to basic services.

For the majority of rated Spanish RLGs, the governance profile does
not significantly differentiate credit quality, as they are
predominantly rated G-2. These RLGs typically exhibit robust budget
management strategies, often implementing stringent budgetary
control plans. Additionally, they are known for their transparency
and promptness in providing financial reports. However, there are
exceptions, such as the region of Valencia, which has a higher
credit exposure to governance risks (G-3). This is reflected on its
weak budget management practices, as demonstrated by its elevated
levels of financing deficits and debt burdens.

The specific economic indicators, as required by EU regulation, are
not available for these entities. The following national economic
indicators are relevant to the sovereign rating, which was used as
an input to this credit rating action.

Sovereign Issuer: Spain, Government of

GDP per capita (PPP basis, US$): 47,711 (2022) (also known as Per
Capita Income)

Real GDP growth (% change): 5.8% (2022) (also known as GDP Growth)

Inflation Rate (CPI, % change Dec/Dec): 5.5% (2022)

Gen. Gov. Financial Balance/GDP: -4.7% (2022) (also known as Fiscal
Balance)

Current Account Balance/GDP: 0.6% (2022) (also known as External
Balance)

External debt/GDP: 175.7% (2022)

Economic resiliency: a1

Default history: No default events (on bonds or loans) have been
recorded since 1983.

SUMMARY OF MINUTES FROM RATING COMMITTEE

On March 18, 2024, a rating committee was called to discuss the
rating of the Andalucia, Junta de; Asturias, Principado de;
Barcelona, City of; Bizkaia, Diputacion Foral de; Basque Country
(The); Castilla y Leon, Junta de; Castilla-La Mancha, Junta de
Comunidades de; Catalunya, Generalitat de; Extremadura, Junta de;
Galicia, Comunidad Autonoma de; Madrid, Ayuntamiento de; Madrid,
Comunidad Autonoma de; Murcia, Comunidad Autonoma de; Valencia,
Generalitat de. The main points raised during the discussion were:
The issuers' economic fundamentals, including their economic
strength, have materially increased. The issuers' fiscal or
financial strength, including their debt profile, has materially
increased. The systemic risk in which the issuers operate has
materially decreased.

The sovereign action required the publication of this credit rating
action on a date that deviates from the previously scheduled
release date in the sovereign release calendar, published on
https://ratings.moodys.com.

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

The strengthening of Spain's credit profile, as reflected by an
upgrade of the sovereign rating, would have positive credit
implications for the Spanish sub-sovereigns in general via
reduction in the systemic risk. In addition, upward pressure would
develop on the ratings below the sovereign bond rating if their
fiscal and financial performance were to improve, reflected in
positive and growing gross operating balances, financing surpluses
and a significant reduction in their debt burdens.

Similarly, a deterioration of sovereign credit strength would exert
downward pressure on the ratings of Spanish RLGs. Factors such as
fiscal slippage, rapidly rising debt levels, or the emergence of
significant liquidity risks could also exert downward pressure on
the ratings of Spanish sub-sovereigns.

The principal methodology used in these ratings was Regional and
Local Governments published in January 2018.



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

VIKING CRUISES: Moody's Ups CFR to B1 & Sr. Secured Notes to Ba2
----------------------------------------------------------------
Moody's Ratings upgraded the ratings of Viking Cruises Ltd
(together with Viking Ocean Cruises Ltd and Viking Ocean Cruises
Ship VII Ltd, herein "Viking"), including its corporate family
rating to B1 from B2, probability of default rating to B1-PD from
B2-PD, senior secured and backed senior secured ratings to Ba2 from
Ba3 and senior unsecured ratings to B3 from Caa1. The outlook is
stable.

The upgrade of Viking's ratings reflects Moody's forecast that
Viking will generate EBITDA of about $1.2 billion in 2024 driven by
higher pricing and a 7% increase in capacity which will enable the
company to reduce debt/EBITDA below 5x and increase FFO + interest
expense/interest expense above 2x by the end of this year. Viking's
adjusted gross margin per capacity day – including both river and
ocean cruises – was about $506 in 2023, a 17% increase over 2019.
Moody's also forecasts that pricing improvement will moderate to
the mid-single digits in 2024.

RATINGS RATIONALE

Viking's ratings reflect its well-recognized brand name in the
premium segment of both the river and ocean cruising markets. It
has an approximate 50% share of passengers from North America that
take river cruises in Europe. Viking entered the ocean cruise
segment in 2015 after focusing on the river cruise market for
almost 20 years, and the ocean cruise segment now accounts for
approximately 50% of adjusted gross margin. Viking's ratings are
constrained by the need for continued strength in pricing and
bookings in order to generate sufficient free cash flow to reduce
debt. Demand is seasonal and capital intensity is also significant.
Other risks include customers' alternative vacation options, the
industry's exposure to economic and industry cycles,
weather-related incidents and geopolitical events.

The stable outlook reflects Viking's good liquidity and Moody's
view that bookings and pricing will remain strong in 2024 which
will drive debt/EBITDA improvement to below 5x and FFO + interest
expense/interest expense above 2x.

Viking has good liquidity with cash of about $1.4 billion at
December 31, 2023, which coupled with Moody's forecast of free cash
flow of about $250 million in 2024, is sufficient to cover all
working capital and capital expenditure requirements over the next
12 months. This high level of cash provides cushion in the event of
slowing bookings given the company's lack of a committed revolver.
Certain ship financings require the company to maintain minimum
liquidity of $75 million. Moody's view alternate sources of
liquidity as being limited. Despite Moody's view that cruise ships
are valuable long-term assets, it will be challenging to quickly
sell ships to raise cash if needed.

The senior secured rating of Ba2 reflects the amount of unsecured
debt in the capital structure and the collateral – a first
priority interest on discrete assets, including specific ships. The
B3 rating assigned to the company's senior unsecured debt, two
notches below the corporate family rating, reflects the significant
amount of secured debt ahead of it in the capital structure.

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

The ratings could be upgraded if debt/EBITDA approaches 4x with FFO
+ interest expense / interest expense above 4x. An upgrade would
also require the company to maintain good liquidity. The ratings
could be downgraded if the company's liquidity weakens or if
Moody's expects that debt/EBITDA will remain above 5.0x with FFO +
interest expense / interest expense sustained below 3x.

Incorporated in Bermuda, Viking operated a fleet of 81 river
vessels, including the Viking Mississippi, nine ocean ships and two
expedition ships as of December 31, 2023. In 2023, about 90% of its
total river and ocean customers were sourced from North America.
TPG Capital and Canada Pension Plan Investment Board own minority
interests (about 40% in the aggregate) in Viking Holdings Ltd,
parent company of Viking Cruises Ltd. The remaining ownership is
indirectly held under a trust in which founder, Torstein Hagen has
a life interest. Adjusted gross margin were just over $3 billion
for the year ended December 31, 2023.

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



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

ISTANBUL TAKAS: Fitch Hikes LongTerm IDR to 'B+', Outlook Positive
------------------------------------------------------------------
Fitch Ratings has upgraded Istanbul Takas ve Saklama Bankasi A.S.'s
(Takasbank) Long-Term Issuer Default Ratings (IDRs) to 'B+' from
'B'. The Outlooks are Positive. Fitch has also upgraded Takasbank's
Viability Rating (VR) to 'b' from 'b-'.

The rating action follows a recent similar action on Turkiye's
Long-Term IDRs (see 'Fitch Upgrades Turkiye to 'B+'; Outlook
Positive, dated 8 March 2024).

KEY RATING DRIVERS

Government Support Drives IDRs: The upgrades in Takasbank's
Long-Term IDRs are driven by the upgrade of its Government Support
Rating (GSR) to 'b+' from 'b'. The upgrade of its GSR follows the
upgrade of the sovereign IDRs, which reflects an improvement in
sovereign's ability to provide support. The Positive Outlooks
mirror the sovereign's.

VR Upgrade on Operating Environment: The upgrade in Takasbank's VR
is driven by improvements in Fitch's assessment of
operating-environment risks, given its very high
inter-connectedness to the broader financial system in Turkiye.

Takasbank's National Rating is unaffected by this review and may be
reviewed once, and if, Fitch's National Rating equivalency analysis
results in different relative creditworthiness across Turkish
issuers.

Systemic Importance in Turkiye: Fitch views Takasbank as having
exceptionally high systemic importance for the Turkish financial
sector. Contagion risk from a Takasbank default would be high,
given the bank's inter-connectedness with the wider Turkish
financial sector as Turkiye's only central counterparty clearing
house (CCP). Fitch believes that the ability of the Turkish
sovereign to support Takasbank is higher than for development and
systemically important domestic banks as Takasbank has no corporate
debt and has only a minor direct foreign-currency exposure.

Majority State-Owned: Takasbank is majority-owned by Borsa
Istanbul, Turkiye's main stock exchange. It operates under a
limited banking licence, and is regulated by three Turkish
regulatory bodies: Central Bank of Turkiye, Banking Regulation and
Supervision Agency, and the Capital Markets Board.

For a summary of the Key Rating Drivers and Sensitivities of
Takasbank's VR, see ' Fitch Affirms Takasbank at 'B'; Outlook
Stable', dated 7 February 2024.

RATING SENSITIVITIES

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

A downgrade of Turkiye's sovereign ratings would be mirrored in
Takasbank's IDRs.

Deterioration in the sovereign's propensity to provide support due
to an adverse change in Takasbank's systemic importance or reduced
ownership (through privatisation) would be reflected in its GSR,
IDRs and the National Rating.

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

A positive rating action on Turkiye's sovereign ratings would be
mirrored in Takasbank's IDRs.

ESG CONSIDERATIONS

Takasbank has an ESG Relevance Score of '4' for Governance
Structure due to government influence over the board's strategy and
governance, which has a negative impact on the credit profile, and
is relevant to the ratings in conjunction with other factors.

Except for the matters discussed above, the highest level of ESG
credit relevance, if present, is a score of 3. This means that
other ESG issues are credit-neutral or have only a minimal credit
impact, either due to their nature or to the way in which they are
being managed. 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.

   Entity/Debt                           Rating          Prior
   -----------                           ------          -----
Istanbul Takas ve
Saklama Bankasi A.S.   LT IDR             B+  Upgrade    B
                       ST IDR             B   Affirmed   B
                       LC LT IDR          B+  Upgrade    B
                       LC ST IDR          B   Affirmed   B
                       Viability          b   Upgrade    b-
                       Government Support b+  Upgrade    b

VOLKSWAGEN DOGUS: Fitch Ups LongTerm IDR to 'B+', Outlook Positive
------------------------------------------------------------------
Fitch Ratings has upgraded three Turkish non-bank financial
institutions (NBFIs) - Volkswagen Dogus Finansman A.S. (VDF
Finans), VDF Filo Kiralama A.S. (VDF Filo) and VDF Faktoring A.S.
-Long-Term Issuer Default Ratings (IDRs) to 'B+' from 'B'. Their
Shareholder Support Ratings (SSR) have been upgraded to 'b+' from
'b'. The Outlook on the IDRs are Positive.

The National Ratings are unaffected by today's action and may be
reviewed if its National Rating equivalency analysis results in
different relative creditworthiness across Turkish issuers.

The upgrade follows a recent similar action on Turkiye's Long-Term
IDRs' and Country Ceiling (see 'Fitch Upgrades Turkiye to 'B+';
Outlook Positive', dated 8 March 2024).

KEY RATING DRIVERS

IDRS, SSR AND NATIONAL RATINGS

Support-Driven Ratings: VDF Finans', VDF Faktoring's and VDF Filo's
ratings are driven by support from their controlling shareholder,
Volkswagen Financial Services AG (VWFS, A-/Stable) as expressed by
their SSR of 'b+'. Fitch views these subsidiaries as strategically
important, given their mandate to complement and support
Volkswagen's (VW) operations in Turkiye.

Constrained by Country Ceiling: The companies' Long-Term IDRs and
SSRs are constrained by Turkiye's 'B+' Country Ceiling. The Country
Ceiling captures transfer and convertibility risks and limits the
extent to which support from VWFS can be factored into the IDRs.
The Positive Outlooks on the IDRs mirror those on Turkiye's
sovereign ratings.

Joint-Venture Structure: VDF Servis ve Ticaret (VDF Servis) is the
sole owner of all three companies. Ownership of VDF Servis is
split, with 51% held by VW (through VWFS) and the remaining 49% by
Dogus Group. Dogus is a major Turkish conglomerate involved in
various sectors and is also the exclusive importer of VW vehicles
in Turkiye. VW exercises operational control over the VDF entities
but Dogus retains a significant role in running the companies.

Proven Shareholder Support: VDF Servis, the local holding company,
channels dividends from profitable subsidiaries to those that
require support. VWFS has also made capital contributions when
needed. Fitch believes VWFS would continue to provide financial
support to maintain adequate capitalisation.

Reliance on VW Group: All three companies rely heavily on VW
activity in Turkiye as they conduct most of their business
activities within the group or with VW group car dealers. Moreover,
VWFS provides a significant portion of their financing, though the
share among the three companies can vary over time.

RATING SENSITIVITIES

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

- Long-Term IDRs and SSRs would likely be downgraded on a downgrade
of Turkiye's Country Ceiling

- Changes in the propensity of support from VWFS, for example as a
result of dilution of ownership, a loss of operational control or
diminishing importance of the Turkish market, could also trigger a
downgrade of the IDRs and SSRs

- Deterioration of the companies' creditworthiness relative to
other Turkish issuers would likely trigger a downgrade in the
National Ratings

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

- An upgrade of Turkiye's Country Ceiling as a result of a
sovereign rating upgrade would likely be reflected in the three
companies' IDRs

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The ratings are driven by VWFS's support and constrained by
Turkiye's Country Ceiling.

ESG CONSIDERATIONS

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

   Entity/Debt             Rating           Recovery   Prior
   -----------             ------           --------   -----
Volkswagen Dogus
Finansman A.S.       LT IDR              B+  Upgrade    B
                     ST IDR              B   Affirmed   B
                     Shareholder Support b+  Upgrade    b

VDF Filo
Kiralama A.S.        LT IDR              B+  Upgrade    B
                     ST IDR              B   Affirmed   B
                     Shareholder Support b+  Upgrade    b

VDF Faktoring A.S.   LT IDR              B+  Upgrade    B
                     ST IDR              B   Affirmed   B
                     Shareholder Support b+  Upgrade    b



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

CASTELL 2023-1: S&P Raises Class F-Dfrd Notes Rating to 'BB- (sf)'
------------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Castell 2023-1
PLC's class D-Dfrd notes to 'BBB (sf)' from 'BBB- (sf)', class
E-Dfrd notes to 'BB+ (sf)' from 'BB (sf)', class F-Dfrd notes to
'BB- (sf)' from 'B (sf)', and class X-Dfrd notes to 'BB+ (sf)' from
'B- (sf)'. At the same time, S&P affirmed its 'AAA (sf)', 'AA
(sf)', and 'A (sf)' ratings on the class A, B-Dfrd, and C-Dfrd
notes, respectively.

Credit Coverage remained broadly stable at all rating levels since
closing. The transaction amortizes sequentially, resulting in
slightly increased credit enhancement. The liquidity reserve fund
is at target.

Since closing, our weighted-average foreclosure frequency (WAFF)
assumptions increased slightly at all rating levels, primarily due
to an increase in loan-level arrears.

On the other hand, the lower current loan-to-value ratio led to
lower weighted-average loss severity (WALS) assumptions.

  Portfolio WAFF and WALS

  RATING LEVEL     WAFF (%)     WALS (%)     CREDIT COVERAGE (%)

  AAA              27.44        87.08        23.89

  AA               19.44        81.59        15.86

  A                15.29        69.56        10.63

  BBB              11.29        59.70         6.74

  BB                7.02        51.46         3.61

  B                 6.06        42.95         2.60

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


Loan-level arrears have increased to 3.8% as of October 2023, up
from 2.0% in March 2023.

S&P said, "We consider the transaction's resilience in case of
additional stresses to some key variables, in particular defaults
and loss severity, to determine our forward-looking view. We
considered the sensitivity of the ratings to increased defaults,
extended recoveries, and higher interest rates, and the ratings
remain robust.

"Our credit and cash flow results indicate that the available
credit enhancement for the class A notes continues to be
commensurate with the assigned rating. We therefore affirmed our
'AAA (sf)' rating on the class A notes.

"Our credit and cash flow results indicate the available credit
enhancement for the class B-Dfrd and C-Dfrd notes are commensurate
with higher ratings. However, we affirm our 'AA (sf)' and 'A (sf)'
ratings on the class B-Dfrd and C-Dfrd notes, respectively,
factoring the sensitivity to higher default given the recent rise
in arrears, the profile of borrowers, and the uncertain
macroeconomic environment.

"We raised our ratings on the class D-Dfrd, E-Dfrd, F-Dfrd, and
X-Dfrd notes, primarily due to the higher credit enhancement since
closing. Our upgrades of the class D-Dfrd, E-Dfrd, and F-Dfrd notes
was limited by our sensitivity cash flow analysis.

"In our view, the ability of the borrowers to repay their mortgage
loans will be highly correlated to macroeconomic conditions and the
complex profile of second-lien borrowers. Our forecast on policy
interest rates for the U.K. is 4.5 % in 2024 (year-end) and our
forecast for unemployment is 4.6% for 2024 and 4.3% for 2025.

"Furthermore, a decline in house prices typically affects the level
of realized recoveries. For the U.K. in 2024 and 2025, we do not
expect house prices to contract, but to rise by 1.0% in 2024 and by
2.1% in 2025.

"There are no counterparty constraints on the notes' ratings in
this transaction. The replacement language in the documentation is
in line with our counterparty criteria."


FORTRESS CAPITAL: Metropolitan Police Probes Investment Fraud
-------------------------------------------------------------
Martin Fricker at Mirror reports that an alleged investment fraud
that has left Manchester United star Scott McTominay and other
investors facing major losses is being investigated by police.

According to Mirror, the Scottish midfielder could take a GBP1
million hit after lending Fortress Capital Partners money to buy an
investment property in Portugal.  

The lending firm, run by 27-year-old McTominay's fiancee Cameron
Reading and her dad Ashley, collapsed into administration last
September, Mirror recounts.

It lent out investors' money at higher interest rates and bought
properties in Dubai, Spain and the UK.  Administrators have
confirmed investors are expected to get just 10p of every GBP1 they
put in, Mirror discloses.

Now it has emerged the failed company is being probed by the
Metropolitan Police, who said: "Officers from the economic crime
team are investigating allegations of fraud.  It follows a referral
from Action Fraud.  There have been no arrests."

McTominay's fiancee Cameron, 24, was the company's investor
relations head.  She is being pursued for about GBP1.5 million of
loans by administrators, Mirror states.  Fortress repaid certain
debts using funds from investors "who believed they were investing
into the company for future investments rather than [cover] past
losses", administrators say, according to Mirror.

The transaction resulted in an overall loss of about GBP3.1
million, "all of it funded either directly or indirectly by the
company's investors", Begbies Traynor administrators claims, Mirror
notes.

Ashley Reading, as cited by Mirror, said he was assisting
administrators to "achieve the best possible outcome for all
creditors".  He was "not aware" of a police probe.


GREENER LIVING: Goes Into Administration
----------------------------------------
Business Sale reports that Greener Living Limited, a
Sheffield-based air source heat pump and solar panel installation
firm, has fallen into administration, appointing Ian McCulloch and
Louise Williams of Opus Restructuring as joint administrators.

The company, which was founded in 2017 and claims to be among the
UK's largest air source heat pump installation companies, reported
turnover of GBP9.4 million in the year ending December 31, 2023,
down from GBP12.4 million a year earlier, Business Sale relates.

Despite this, the company's post-tax profits increased from
GBP1278,159 to just under GBP331,000, Business Sale discloses.  At
the time, its total net assets amounted to GBP647,683, Business
Sale notes.


JJD PLANT: Enters Administration, Owes GBP255,322
-------------------------------------------------
Business Sale reports that JJD Plant Limited, a Durham-based
company that provides renting and leasing of a wide array of heavy
vehicles, fell into administration last week, appointing Richard
Cole and Steve Kenny of KBL Advisory as joint administrators.

According to Business Sale, in its accounts for the year to January
31, 2023, the company's fixed assets were valued at GBP1.5 million
and current assets at slightly over GBP500,000. However, at the
time, its net liabilities amounted to GBP255,322, Business Sale
discloses.



LUXDECO LTD: Falls Into Administration, Owes Almost GBP11.2MM
-------------------------------------------------------------
Business Sale reports that Luxdeco Limited, an ecommerce retailer
of high-end furniture, fell into administration earlier this month,
appointing Gary Shankland and Kevin Murphy of Begbies Traynor as
joint administrators.

According to Business Sale, a statement on the company's website
read: "The administration moratorium provides a 'breathing space'
during which we will assess whether a rescue of the company is
feasible."

In its accounts for the year to March 31, 2022, the company's fixed
assets were valued at GBP676,588 and current assets at close to
GBP2.2 million, Business Sale discloses. However, at the time, the
firm's net liabilities totalled almost GBP11.2 million, Business
Sale relates.


PREMIER FOODS: S&P Upgrades Long-Term ICR to 'BB+', Outlook Stable
------------------------------------------------------------------
S&P Global Ratings raised to 'BB+' from 'BB' its long-term issuer
credit rating on U.K. ambient food manufacturer Premier Foods PLC
(PF) and its issue rating on the senior secured notes. The recovery
rating on the notes remains unchanged at '3' (50%-70%; rounded
estimate: 65%).

The stable outlook indicates that S&P expects the group will
maintain a resilient operating performance and a consistent
financial policy, which will lead to stable credit metrics and
adjusted debt leverage of 1.5x-2.0x over the next 18 months.

S&P said, "The upgrade reflects our view that PF's free cash flow
generation will exceed our previous expectation from fiscal year
2025, following the suspension of cash pension contributions. On
March 6, 2024, PF announced that it will suspend its annual pension
deficit cash contributions to its RHM Pension Scheme from April 1,
2024. PF's pension cash contributions currently result in annual
cash outflows of GBP33 million. The last schedule will be paid out
in fiscal year 2024. At the same time, administration costs that
are associated with running the pension scheme of about GBP5
million and the dividend match mechanism remain unchanged, which
will continue to contribute to cash outflows, albeit at an overall
lower level. The suspension of pension payments remains subject to
the result of the next triennial valuation on March 31, 2025. If
the pension scheme is underfunded, cash pension deficit
contributions will resume, which could reduce free cash flow
generation. In our current base case, we do not assume a resumption
of contributions. For fiscal year 2024, we forecast FOCF of GBP55
million-GBP60 million, resulting from an increase in capital
expenditure (capex), cash outflows for pension contributions of
GBP33 million, and higher working capital requirements from high
input costs and elevated inventory levels. The latter results from
the closure of PF's manufacturing site in Knighton and slightly
dampens the improvement in EBITDA. In our assumption, we forecast
yearly capex of GBP40 million-GBP45 million to support line and
operational efficiency, productivity, energy, and emission
reduction. We project FOCF will improve to about GBP125
million-GBP130 million in fiscal year 2025, thanks to gradually
improving profitability, normalized working capital outflows, and
the suspension of cash pension contributions. We believe the larger
FOCF base enables PF to adequately manage the refinancing of its
GBP330 million fixed rate senior secured notes due in October
2026.

"PF's operating performance remains in line with our base case,
despite high inflation and the weak consumption trend in the U.K.
Over the first nine months of fiscal year 2024, PF reported
significant double-digit growth in sales, which reached GBP837
million. The increase resulted from higher prices and the branded
segment's strong performance. PF's non-branded business also
exhibited a robust performance, thanks to new contracts in the
sweet treats segment. Additionally, sales in PF's new categories
exhibited strong growth, more than doubling in Q3, albeit from a
lower base. The group continues to expand its small but profitable
international business (6% of revenues), with the distribution of
Mr Kipling products to the U.S. and Canada and increasing
distributions of The Spice Tailor products to 10 countries.
However, we view the continued large concentration on the U.K.
market as a constraining factor for the rating as it exposes PF to
operating and consumer consumption pressures in the mature U.K.
market. We expect double-digit revenue growth for fiscal year 2024,
with adjusted EBITDA margins of 17.5%-18.0% and adjusted EBITDA of
about GBP200 million, including the effect from restructuring costs
associated with the closure of the site in Knighton.

"We forecast PF's revenue growth will normalize to pre-pandemic
levels of about 3.0%-3.5% from fiscal year 2025. Revenue growth
will benefit from continued investments in branded sales, robust
in-store activations, and new product categories, which will
improve business performance. The group has already started to
adjust prices through increased promotions, which could have a
negative effect on growth in the short term but will be offset by
volume increases, product mix adjustments, and product innovation.
We forecast adjusted EBITDA margins will gradually recover to
19.5%-20.0%, aided by the easing inflationary environment and cost
saving initiatives, for example through automation. Overall
profitability will mainly benefit from the grocery segment's
continued strong growth momentum, which results from stable volume
growth trends in the branded business. Given the stabilizing but
still weak consumption in the U.K., we expect good volume growth
prospects for the private label business.

"We believe PF's debt leverage tolerance will remain consistent,
despite a likely increase in discretionary spending. We consider it
likely that the group will increase discretionary spending on
capex, dividends, and acquisitions. Thanks to PF's larger FOCF
base, we expect cash flow metrics will improve in fiscal year 2025,
while its debt leverage will remain stable. We therefore project
funds from operations (FFO) to debt of about 50%-60% and FOCF to
debt of 30%-40%. We assume that the group will continue to pursue
its stated net leverage target of 1.5x, translating into 1.5x-1.7x
on an adjusted basis. In addition, our projected credit metrics
factor in a progressive increase in dividends, in line with
earnings growth. This will result in an associated cash outflow due
to the dividend match mechanism for the pensions scheme. In October
2023, PF acquired 100% of the shares of FUEL10K Limited for an
initial consideration of GBP29.6 million, funded through available
cash reserves. In our view, this acquisition is consistent with
PF's business growth strategy because it gives the group access to
the breakfast category, which PF has low exposure to. We now assume
an annual acquisition spend of GBP125 million. We factor in
potential further bolt-on acquisitions that are in line with the
group's intention of exploring small to midsize acquisition
opportunities to expand into adjacent categories, following recent
successful deals related to The Spice Tailor and FUEL10K.

"The stable outlook reflects our view that PF will maintain stable
operating performance, with adjusted debt leverage of 1.5x-2.0x and
FOCF to debt of about 30%-40%. Along with the recent suspension of
cash pension deficit contributions, PF's performance is supported
by its strong position in stable ambient food categories in the
U.K. We think the group's portfolio of well-known brands and
cost-efficient operations help it maintain volume stability, ensure
resilient profitability, and manage the consumer price
disinflation, with adjusted EBITDA margins of 18%-20%.

"We could lower our rating on PF if adjusted leverage rises to 2.0x
or above and remains at this level for 18 months, without clear
prospects of a quick deleveraging, along with FOCF to debt decline
to 25% or below."

This could occur if PF's operating performance and cash generation
significantly fell short of our base-case scenario, affected by
unstable volumes, which reduce PF's market share and profitability,
weaker-than-expected consumption trends, and high price pressures
from retailers. In addition, S&P would view negatively the group
pursuing large debt-financed acquisitions and significantly
increasing shareholder remuneration, which could put pressure on
credit metrics.

S&P said, "We could raise our rating on PF if the group's revenue
and EBITDA improves significantly by expanding in a meaningful and
profitable manner outside the UK. We would need to see that the
group increase its scale of operations through well-executed
geographical and product category diversification that creates a
consistent track record of improved profitability and continued
positive free cash flow generation that materially exceeds our
expectations. We would also need to see the group continuing to
pursue a consistent financial policy towards acquisitions and
shareholder remuneration."


SELINA HOSPITALITY: Faces Dark Forest Suit Over 2026 Note Default
-----------------------------------------------------------------
Selina Hospitality PLC disclosed in a Form 6-K Report filed with
the U.S. Securities and Exchange Commission that on March 19, 2024,
the Company was informed that on March 11, 2024, Dark Forest
Capital Management LP filed a Motion for Summary Judgment in Lieu
of Complaint in the Supreme Court of New York naming the Company as
the defendant and seeking damages relating to the Company's failure
to make certain payments due under the Indenture between the
Company and Wilmington Trust, National Association, as trustee,
dated as of October 27, 2022 (as modified and supplemented, the
"Indenture"), in respect of 6% Convertible Senior Notes due 2026,
as announced by the Company on December 4, 2023.

Specifically, according to the Indenture, payment of interest was
due on November 1, 2023 and the failure of the Company to pay the
interest payment within a 30-day grace period constituted an event
of default under Section 6.01(a) of the Indenture that, in addition
to other remedies, allowed either the Trustee or the holders of at
least 25% in aggregate principal amount at maturity of the 2026
Notes then outstanding to accelerate the repayment of amounts due
under the Indenture. The Company announced on February 5, 2024,
that it had received a notice from a holder of more than 25% of the
principal amount of the 2026 Notes informing the Company that the
holder was purporting to exercise its right, under Section 6.02 of
the Indenture, to accelerate the outstanding principal amount of,
premium (if any) on and accrued and unpaid interest due under all
of the 2026 Notes.

According to the Memorandum of Law filed in support of the Motion,
the Plaintiff alleges that it holds $12,530,000 in aggregate
principal at maturity of the 2026 Notes—representing more than
52% of the aggregate outstanding principal amount of the 2026
Notes—and is entitled to payment of $11,401,634.87, being the sum
of the accreted principal amount of the 2026 Notes held by the
Plaintiff and interest accrued as of the date of acceleration,
February 2, 2024, plus additional interest accruing through the
date of judgment.

The Company continues to engage with Plaintiff and other relevant
noteholders to discuss potential settlement arrangements and is
assessing its legal position. There can be no assurances that such
discussions will result in a successful outcome and the Company may
need to consider formal restructuring options in relation to the
indebtedness due under the 2026 Notes and its other liabilities.

                About Selina Hospitality PLC

United Kingdom-based Selina (NASDAQ: SLNA) is one of the world's
largest hospitality brands built to address the needs of millennial
and Gen Z travelers, blending beautifully designed accommodation
with coworking, recreation, wellness, and local experiences.

Founded in 2014 and custom-built for today's nomadic traveler,
Selina provides guests with a global infrastructure to seamlessly
travel and work abroad. Each Selina property is designed in
partnership with local artists, creators, and tastemakers,
breathing new life into existing buildings in interesting locations
in 24 countries on six continents -- from urban cities to remote
beaches and jungles.

TEXTILE RECYCLING: Goes Into Administration
-------------------------------------------
Business Sale reports that Textile Recycling International Limited,
a West Midlands-based group that collects, sorts and exports
second-hand clothing and textiles, fell into administration last
week, appointing Sarah O'Toole and Zelf Hussain of PwC as joint
administrators.

According to Business Sale, the circumstances around its collapse
have not been revealed, but in its accounts for the year to
December 31, 2021, it reported that, while trading was recovering,
it was continuing to be impacted by the COVID-19 pandemic.

At the time, the business reported turnover of nearly GBP66.3
million and EBITDA of GBP11.4 million, both significant
improvements on its 2020 figures, Business Sale discloses.  While
losses also improved, these still stood at nearly GBP7.5 million,
Business Sale notes.  At the time, its net assets amounted to GBP13
million, Business Sale states.


VMED O2 UK: Fitch Affirms 'BB-' LT IDR, Alters Outlook to Neg
-------------------------------------------------------------
Fitch Ratings has revised VMED O2 UK Limited's (VMO2) Outlook to
Negative from Stable, while affirming its Long-Term Issuer Default
Rating at 'BB-'.

The Negative Outlook reflects its expectation that leverage will
remain above its downgrade thresholds for the next two years. This
is due to an expected Fitch-defined EBITDA decline in 2024 on
continued operating challenges and increased costs from investments
in commercial activities. Fitch estimates EBITDA net leverage
(adjusted for Fitch's assumption of cash outside the banking group)
will increase to 5.4x in 2024 before it declines to 5.2x in 2025 on
moderate EBITDA margin improvement.

Rating strengths remain VMO2's well-established market position and
strong operating profile in the UK telecoms market, including its
leading position in UK mobile and Fitch-estimated in-franchise
leadership in fixed broadband. This supports strong Fitch-defined
pre-dividend free cash flow (FCF) generation. However, this is
offset by the company's high leverage.

KEY RATING DRIVERS

Leverage to Increase: Fitch forecasts Fitch-defined EBITDA net
leverage to rise to 5.4x in 2024, from 5.3x in 2023, before it
declines to 5.2x in 2025. The increase in 2024 will be driven by a
low single-digit decline in EBITDA due to investments, higher capex
and the use of FCF to partly fund cash distributions of GBP850
million (the balance to be funded with the proceeds from the sale
of Cornerstone Telecommunications Infrastructure Limited (CTIL)).

Fitch believes leverage, absent any debt reduction measures, will
remain higher than its 5.0x downgrade sensitivity for the next two
years. Previously Fitch had estimated leverage would return to 5.0x
in 2024. However, VMO2 will continue to exhibit positive cash flow
from operations (CFO)/total debt, providing some headroom for
deleveraging on a pre-dividend basis.

EBITDA Margin Contraction: Fitch estimates EBITDA margin to decline
to 34.5% (around 2.4pp down from 2023's), driven by sales and
marketing investments to increase penetration in nexfibre areas,
new product launches and digital and IT efficiency programmes. This
will be modestly offset by realisation of remaining operating cost
synergies and lower cost-to-capture (CTC). The investments targeted
to drive the take-up of full fibre and 5G services, supported by
contractual indexed-linked price increases, have the potential to
grow EBITDA margin but visibility is limited on the extent of
improvement.

Fixed-Line Operating Challenges: VMO2 is facing a tough operating
environment due to expenditure optimisation driven by
cost-of-living pressures and longer-term substitution effects
resulting from pricing pressure for new and renewing customers,
cord-cutting and transition to fibre. Despite a discretionary
consumer fixed-line price increase of 13.8% in April 2023, average
revenue per user has not improved.

Fitch views the speed at which VMO2 can expand its fibre footprint
and achieve sufficient penetration is critical in defending itself
against competitive threats and capitalising on opportunities
associated with a future-proof network. Fitch expects nexfibre to
reach around 2 million homes by end-2024.

Commitment to Financial Policy: Management are targeting
company-defined EBITDA net leverage of 4.0x-5.0x in the medium
term. In the past Fitch had viewed this capital-allocation policy
as transparent and disciplined. However, tolerance of leverage
above the threshold without an explicit timeframe indicates that
its financial policy may be more flexibly applied, for example
through the continued use of material FCF to support cash
distributions. Tolerance of leverage above its downgrade
sensitivity over a sustained period is likely to weaken its
assessment of management's commitment to a financial policy that is
consistent with the rating and could lead to further negative
rating action.

NetCo Separation Neutral: The separation of VMO2's fixed-line
network (NetCo) is rating-neutral under the current structure,
which remains consolidated and retains VMO2's existing operating
and financial profile.

As the transition of the existing network to full fibre progresses,
a successful wholesale platform, managed on an arm's length basis,
such as that intended for NetCo, can offer an opportunity for VMO2
to improve its competitiveness for local access connections,
diversify its customer base and exploit network economics. However,
any reduction in the ownership of NetCo could weaken VMO2's credit
profile. Fitch has typically tightened its net leverage
sensitivities for issuers who have sold stakes in their network
assets.

Treatment of Cash Balance: Fitch adjusts VMO2's cash balance in the
banking group to around GBP400 million on average for its leverage
metrics. Fitch does not consider the full amount of cash held
outside of the restricted group but assume there exists some cash
fungibility to support cash requirements within the restricted
group. This is based on certain predictability of cash flow
circulation track record between VMED O2 UK Limited and VMED O2
Holdings UK Limited (as the top entity within the restricted
group).

DERIVATION SUMMARY

VMO2 has larger absolute scale than other European cable operators
with strong mobile franchises such as VodafoneZiggo Group B.V.
(B+/Stable) in the Netherlands or Telenet Group Holding N.V
(BB-/Stable) in Belgium. It has a stronger share of the UK mobile
market than UPC Holding B.V. (BB-/Negative) has of the Swiss mobile
market. The UK mobile market is more structurally challenging than
some European markets, with four facilities-based mobile operators,
a number of strong broadband operators offering convergent offers,
and content with sports, in particular, as a strong driver of
consumer preferences.

The 2021 merger with O2 UK has made VMO2 a stronger competitor to
incumbent BT Group plc (BBB/Stable). However, the latter benefits
from wider broadband coverage, a stronger B2B presence and
significant wholesale operations, which would allow BT more
leverage capacity at any given rating level. VMO2's leverage
thresholds are the same as for Telenet and UPC, reflecting good
cash flow visibility and a stable financial policy.

KEY ASSUMPTIONS

- Flat revenue in 2024, excluding nexfibre construction revenue,
and revenue CAGR, including nexfibre construction revenue, of 1.0%
for 2024-2026

- Fitch-defined EBITDA margin declining to 34.5% in 2024 before
edging back to 35% in 2025

- Capex of about GBP2.1 billion in 2024 and at 19% of revenue
including synergies in 2024-2026

- Fitch splits CtC between operating expenses and capex and treat
all CtC as non-recurring below funds from operations (FFO).
Remaining CtC to total GBP150 million in 2024

- Cash distributions of GBP850 million in 2024, using a combination
of FCF and proceeds from the sale of CTIL

RATING SENSITIVITIES

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

- Fitch-defined EBITDA net leverage below 4.3x on a sustainable
basis

- A more conservative financial policy with strong and stable FCF
generation, reflecting a stable competitive and regulatory
environment

- CFO less capex above 7.5% of total debt on a sustainable basis

Factors That Could, Individually or Collectively, Lead to a
Revision of Outlook to Stable

- Commitment to deleveraging such that Fitch-defined EBITDA net
leverage trends toward 5.0x from 2025

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

- Fitch-defined EBITDA net leverage consistently above 5.0x

- EBITDA interest cover expected to remain below 4.5x on a
sustained basis

- A material decline in key operating and financial metrics,
reflecting intensified competitive pressures or material deviation
from the stated financial policy

- CFO less consistently below 3.0% of total debt

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Liquidity is supported by pre-dividend FCF and
an undrawn revolving credit facility of GBP1.4 billion. This will
provide VMO2 with sufficient cover for short-term liabilities due
in 2024. Other than short-term uncommitted vendor-financing debt,
the majority of the company's third-party debt is long-dated with
maturities from 2027. VMO2's floating-rate debt is hedged with
derivative instruments.

Generic Approach for Debt Ratings: Fitch rates VMO2's senior
secured rating at 'BB+' in accordance with Fitch's Corporates
Recovery Ratings and Instrument Ratings Criteria, under which Fitch
applies a generic approach to instrument notching for 'BB' rated
issuers. Fitch labels VMO2's debt as "Category 2 first lien"
according to its criteria, thus resulting in a Recovery Rating of
'RR2', with a two-notch uplift from the IDR to 'BB+'.

The vendor financing debt, issued by Virgin Media Vendor Financing
Notes III Designated Activity Company and Virgin Media Vendor
Financing Notes IV Designated Activity Company, is classified as
subordinated for the purposes of recovery analysis resulting in a
Recovery Rating of 'RR5', and an instrument rating of 'B+', one
notch below the IDR, given the large quantity of prior-ranking debt
above it. Unsecured senior debt is rated as deeply subordinated
with a Recovery Rating of 'RR6', at 'B', or two notches below the
IDR.

ISSUER PROFILE

VMO2 is the second-largest convergent telecoms operator in the UK
providing services across mobile, broadband internet, fixed-line
telephony and broadcasting services to consumers and businesses.

SUMMARY OF FINANCIAL ADJUSTMENTS

VMO2 utilises off-balance-sheet factoring facilities in its working
capital management. Fitch has not adjusted its metrics for these
facilities due to lack of disclosure and its assessment that they
are not material to the rating. If this were to change, an
adjustment could be made in future.

Fitch considers cash reported in the audited accounts at VMED O2 UK
Holdings Limited with an adjustment for operating cash needs.

ESG CONSIDERATIONS

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

   Entity/Debt                 Rating         Recovery   Prior
   -----------                 ------         --------   -----
Virgin Media SFA
Finance Limited

   senior secured        LT     BB+ Affirmed    RR2      BB+

Virgin Media
Bristol LLC

   senior secured        LT     BB+ Affirmed    RR2      BB+

Virgin Media
Secured Finance Plc

   senior secured        LT     BB+ Affirmed    RR2      BB+

Virgin Media Vendor
Financing Notes IV
Designated Activity
Company

   structured            LT     B+  Affirmed    RR5      B+

VMED O2 UK Limited       LT IDR BB- Affirmed             BB-

VMED O2 UK Holdco 4
Limited

   senior secured        LT     BB+ Affirmed    RR2      BB+

Virgin Media Vendor
Financing Notes III
Designated Activity
Company

   structured            LT     B+  Affirmed    RR5      B+

VMED O2 UK
Financing I plc

   senior secured        LT     BB+ Affirmed    RR2      BB+

Virgin Media
Finance PLC

   senior unsecured      LT     B   Affirmed    RR6      B


                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

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