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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

          Monday, May 5, 2025, Vol. 26, No. 89

                           Headlines



A L B A N I A

ALBANIAN PROCREDIT: Fitch Affirms BB+ Long-Term IDR, Outlook Stable


B O S N I A   A N D   H E R Z E G O V I N A

PROCREDIT BANK SARAJEVO: Fitch Affirms 'B+' LT IDR, Outlook Stable


F I N L A N D

AHLSTROM HOLDING: Fitch Affirms 'B+' IDR, Alters Outlook to Neg.
AHLSTROM HOLDING: Moody's Cuts CFR to B3, Alters Outlook to Stable


F R A N C E

FLAMINGO LUX: Moody's Lowers CFR to Caa1, Alters Outlook to Stable
NOVA ALEXANDRE III: Fitch Puts 'B+' IDR on Watch Positive


I R E L A N D

TEXAS DEBT 2025-I: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
TULLY PARK: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes


K O S O V O

PROCREDIT BANK: Fitch Affirms 'BB+' Long-Term IDR, Outlook Stable


L U X E M B O U R G

IUTECREDIT FINANCE: Fitch Assigns 'B-(EXP)' Rating to Sr. Sec Notes


R U S S I A

UZBEKNEFTEGAZ JSC: S&P Rates Proposed Senior Unsecured Notes 'B+'


S P A I N

CIRSA ENTERPRISES: S&P Rates Parent's New EUR 320MM Sub. Notes 'B-'


U N I T E D   K I N G D O M

ALEXANDRITE MONNET: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
BCP V MODULAR: S&P Affirms 'B' LT ICR, Alters Outlook to Negative
BRIDGEGATE FUNDING: Fitch Lowers Rating on Class D Notes to 'B-sf'
DJC LEISURE: CG&Co Named as Joint Administrators
ELECTRIC ASSISTED: Begbies Traynor Named as Administrators

GOLD CREST: Antony Batty Named as Administrators
OMEGA PERSONNEL: Begbies Traynor Named as Administrators
TASTE OF THE WEST COUNTRY: SWBR Named as Joint Administrators

                           - - - - -


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A L B A N I A
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ALBANIAN PROCREDIT: Fitch Affirms BB+ Long-Term IDR, Outlook Stable
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Fitch Ratings has affirmed Albanian ProCredit Bank Sh.a.'s (PCBA)
Long-Term Issuer Default Rating (IDR) at 'BB+', Shareholder Support
Rating (SSR) at 'bb+' and Viability Rating (VR) at 'b-'. The IDR
Outlook is Stable.

Key Rating Drivers

Shareholder Support Drives IDRs: PCBA's IDRs are driven by its SSR,
which reflects Fitch's view of potential support from the bank's
sole shareholder, ProCredit Holding AG (PCH; BBB/Stable). Support
considerations include the strategic importance of south-eastern
Europe to PCH, PCBA's strong integration within the group and a
proven record of providing capital and liquidity support.

Country Risks: The extent to which potential support from PCH can
be factored into the bank's ratings is constrained by Fitch's view
of Albanian country risks, in particular transfer and
convertibility.

Challenging Operating Environment: Its assessment of the Albanian
operating environment reflects its small cash-based economy and
dependence on cyclical sectors, such as tourism and agriculture. It
also reflects recent strong economic growth as well as improving
legal and regulatory frameworks. The banking sector remains
well-capitalised and asset quality is improving.

Business Profile Weighs on VR: PCBA's VR is constrained by the
bank's small scale and narrow franchise and is therefore one notch
below its 'b' implied VR. The VR also balances prudent risk
management, improved profitability and better-than-sector asset
quality in a challenging Albanian operating environment.

Cautious Risk-Management Framework: ProCredit Group deploys its
established risk governance at all subsidiaries, including PCBA,
which results in prudent underwriting standards and strict risk
controls. However, this should be viewed in the context of the
challenging Albanian operating environment.

Improving Asset Quality: The bank's impaired loan ratio (end-2024:
1%) compares well with the sector average (4.2%). Fitch expects
impaired loan inflows to be offset by ongoing write-offs and
recoveries, and the impaired loans ratio to remain stable up to
end-2026.

Weak Profitability: The bank's operating profit decreased to 0.6%
of risk-weighted assets (RWAs) in 2024 (2023: 1%), due to a smaller
reversal in loan impairment charges (LICs). Fitch expects
profitability to weaken in 2025 due to rising LICs and operating
expenses before improving in 2026 on loan growth. Fitch forecasts
the operating profit to remain modest at 0%-0.5% of RWAs in
2025-2026.

Modest Internal Capital Generation: PCBA's reported common equity
Tier 1 (CET1) ratio fell to 13.9% at end-2024 (end-2023: 17.8%;
17.9% when including profit) due to rising RWAs and is now only
adequate relative to the small nominal size of the bank, and given
country risks. The bank's capitalisation has been supported by
regular capital injections from the parent to accommodate growth,
as internal capital generation has been modest. Fitch expects
further capital support from the parent to be made available

Reasonable Funding Base: The funding mix is dominated by customer
deposits (end-2024: 83% of total funding), mainly comprising
granular retail deposits (55% of customer deposits) and supported
by funding from ProCredit Group and international financial
institutions. Growing deposits accompanied by strong loan growth
resulted in a higher loan-to-deposit ratio of 93% at end-2024
(end-2023: 85%). Liquid assets (15% of total assets) are adequate,
mainly comprising central bank reserves, government bonds and
cash.

Rating Sensitivities

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

PCBA's IDRs and SSR would be downgraded on adverse changes to
Fitch's perception of country risks in Albania. The ratings could
also be downgraded on a substantial decrease in the bank's
strategic importance to PCH, which is primarily based on PCH's
commitment to the country and the region.

The VR could be downgraded if Fitch expects the bank to record
persistent losses on a pre-impairment level, which in turn
materially weakens capitalisation. In particular, the VR would come
under pressure if the CET1 ratio falls below 10% on a sustained
basis.

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

PCBA's IDRs and SSR could be upgraded as a result of diminished
country risks.

The bank's VR could be upgraded on a sustained record of improved
profitability, without a material loosening in its risk appetite,
and an increase in capital and liquidity buffers, which would
improve its assessment of the bank's business profile.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

PCBA's Short-Term IDRs are the only option mapping to their
respective Long-Term IDRs.

PCBA's Long-Term Foreign-Currency (FC) IDR (xgs) is driven by
support from PCH and affirmed at one notch below PCH's Long-Term FC
IDR (xgs). The Long-Term Local-Currency IDR (xgs) is in line with
PCBA's Long-Term FC IDR(xgs). The Short-Term IDRs (xgs) are mapped
to their respective Long-Term IDRs (xgs).

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

PCBA's Short-Term IDRs are sensitive to changes in their respective
Long-Term IDRs. PCBA's Long-Term IDRs (xgs) are primarily sensitive
to changes to the parent bank's ability or propensity to provide
support (i.e. if the parent's Long-Term IDRs (xgs) change). Its
Short-Term IDRs (xgs) are primarily sensitive to changes in their
respective Long-Term IDRs (xgs).

VR ADJUSTMENTS

The operating environment score of 'b+' is below the 'bb' category
implied score for the following adjustment reason: size and
structure (negative)

Public Ratings with Credit Linkage to other ratings

PCBA's IDRs, IDRs (xgs) and SSR are driven by support from PCH.

ESG Considerations

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

   Entity/Debt                      Rating           Prior
   -----------                      ------           -----
ProCredit
Bank Sh.a.       LT IDR              BB+  Affirmed   BB+
                 ST IDR              B    Affirmed   B
                 LC LT IDR           BB+  Affirmed   BB+
                 LC ST IDR           B    Affirmed   B
                 Viability           b-   Affirmed   b-
                 LT IDR (xgs)    BB-(xgs) Affirmed   BB-(xgs)
                 Shareholder Support bb+  Affirmed   bb+
                 ST IDR (xgs)      B(xgs) Affirmed   B(xgs)
                 LC LT IDR (xgs) BB-(xgs) Affirmed   BB-(xgs)
                 LC ST IDR (xgs)   B(xgs) Affirmed   B(xgs)



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B O S N I A   A N D   H E R Z E G O V I N A
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PROCREDIT BANK SARAJEVO: Fitch Affirms 'B+' LT IDR, Outlook Stable
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Fitch Ratings has affirmed ProCredit Bank d.d. Sarajevo's (PCBBiH)
Long-Term (LT) Foreign-Currency (FC) Issuer Default Rating (IDR) at
'B+' with a Stable Outlook. It has also affirmed PCBBiH's
Shareholder Support Rating (SSR) at 'b+' and Viability Rating (VR)
at 'b-'.

Key Rating Drivers

Shareholder Support Drives IDRs: PCBBiH's IDRs are driven by its
SSR, which reflects potential support from the bank's sole
shareholder, ProCredit Holding AG (PCH; BBB/Stable), according to
Fitch. Support considerations include the strategic importance of
south-eastern Europe to PCH, PCBBiH's strong integration within the
group and a proven record of providing capital and liquidity
support.

Country Risks: The extent to which potential support can be
factored into the bank's ratings is constrained by Fitch's view of
Bosnian country risks, in particular transfer and convertibility.
PCBBiH's LT Local-Currency (LC) IDR is one notch above its LT FC
IDR, reflecting a lower risk of restrictions on servicing LC
obligations in case of systemic stress.

Small Bank, Reasonable Performance: PCBBiH's VR is one notch below
its implied VR, reflecting its small scale and narrow franchise;
the rating also balances reasonable financial performance metrics,
prudent risk management and resilient asset quality with an only
moderate record of profitable operations, and high operating
environment risks.

Developing Economy; Structural Issues: PCBBiH's operations are
concentrated in the small Bosnian market, which is characterised by
low GDP per capita, a multi-layered institutional and regulatory
framework, large informal economy and high unemployment. The highly
fragmented banking sector and generally low lending growth create
limited opportunities for banks to be consistently profitable.

Niche Franchise: PCBBiH has a small, 2.3% market share and is
mainly focused on servicing established SMEs in its domestic
market. The bank's limited scale and concentration on the SME
segment weighs on its business model.

Prudent Risk-Management Framework: ProCredit Group deploys its
established risk governance at all subsidiaries, including PCBBiH,
which results in prudent underwriting standards and strict risk
controls. However, PCBBiH is subject to operating environment risks
in Bosnia and Herzegovina, given its concentration there.

Resilient Asset Quality: PCBBiH's asset-quality metrics have
consistently compared well against those of domestic peers, with
its four-year average impaired loans ratio at below 2.5%. Fitch
expects the impaired loans ratio to remain at about 2% by end-2026,
given the bank's conservative lending practices. Its assessment
also captures high loan loss provisions, which serve as a cushion
against potential credit losses.

Profitability Expected to Moderate: The operating
profit/risk-weighted assets ratio fell to 1.6% in 2024, largely due
to a rise in operating expenses and loan impairment charges (LICs).
Profitability stayed above the historical average of the past four
years, mainly due to its large loan expansion. Fitch expects the
ratio to moderate in 2025, to just above 1%, due to cost pressures
and slightly higher LICs, before rising in 2026, mainly on a higher
share of micro and retail lending.

Moderate Capital Buffers: The bank's common equity Tier 1 (CET1)
ratio of 15% at end-2024 is only moderate, in view of the small
nominal size of its capital base and risks of the domestic
operating environment. Fitch still expects PCBBiH to be less
reliant on ordinary capital support from its shareholder to sustain
business expansion, while it should maintain reasonable capital
buffers over the medium term, with a CET1 ratio of about 15%.

Stable Funding: The bank's loans/deposits ratio remained stable at
a healthy 80% at end-2024, as deposit growth offset high loan
growth. Long-term loans from international financial institutions
earmarked for SME development projects supplement the funding mix.
The bank's liquid assets (16% of deposits) comprise mainly cash
placements held at the local central bank and a portfolio of
high-quality government securities.

Rating Sensitivities

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

The bank's IDRs and SSR are sensitive to adverse changes in Fitch's
perception of country risks, in particular an increase in transfer
and convertibility risks in Bosnia and Herzegovina. PCBBiH would
also be downgraded on a substantial weakening of its assessment of
PCH's propensity to provide support, in case of need, for example
due to a reduction in the subsidiary's strategic importance for
PCH, which is primarily based on the group's commitment to the
country and the region.

PCBBiH's LC IDRs could also be downgraded if the risk of
intervention in the banking sector by the authorities increases
relative to the bank's ability to service its LC obligations.

Fitch would downgrade the VR if the bank's capitalisation
materially weakens due to weaker profitability, with limited
prospects for improvement.

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

PCBBiH's Long-Term IDRs and SSR could be upgraded on diminished
country risks.

The bank's VR could be upgraded on a marked improvement of the
operating environment as well as evidence of a material
strengthening of the bank's business profile and an increase in its
size, accompanied by reasonable financial metrics close to, or
better than, the sector average.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

PCBBiH's Short-Term IDRs of 'B' is the only option mapping to their
respective Long-Term IDRs.

The bank's IDRs (xgs) are driven by the parent's IDRs (xgs), which
exclude assumptions of extraordinary government support available
to the parent company. However, the bank's Long-Term FC IDR (xgs)
of 'B+(xgs)' remains constrained by country risks, at two notches
below its parent's, limiting the extent to which shareholder
support can be factored into PCBBiH's rating. The Short-Term IDRs
(xgs) are mapped to the respective Long-Term IDRs (xgs).

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

PCBBiH's Long-Term Foreign-Currency IDR (xgs) is sensitive to
changes in Fitch's perception of country risks, while its Long-Term
LC IDR (xgs) remains sensitive to PCH's support ability and
propensity, in particular to changes in the parent's Long-Term IDRs
(xgs). PCBBiH's Short-Term IDRs (xgs) are primarily sensitive to
changes in its respective Long-Term IDRs (xgs).

Public Ratings with Credit Linkage to other ratings

PCBBiH's IDRs, IDRs (xgs) and SSR are driven by support from PCH.

ESG Considerations

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

   Entity/Debt                       Rating           Prior
   -----------                       ------           -----
ProCredit Bank
d.d. Sarajevo     LT IDR              B+   Affirmed   B+
                  ST IDR              B    Affirmed   B
                  LC LT IDR           BB-  Affirmed   BB-
                  LC ST IDR           B    Affirmed   B
                  Viability           b-   Affirmed   b-
                  LT IDR (xgs)     B+(xgs) Affirmed   B+(xgs)
                  Shareholder Support b+   Affirmed   b+
                  ST IDR (xgs)      B(xgs) Affirmed   B(xgs)
                  LC LT IDR (xgs) BB-(xgs) Affirmed   BB-(xgs)
                  LC ST IDR (xgs)   B(xgs) Affirmed   B(xgs)



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F I N L A N D
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AHLSTROM HOLDING: Fitch Affirms 'B+' IDR, Alters Outlook to Neg.
----------------------------------------------------------------
Fitch Ratings has revised Finland-based diversified industrial
group Ahlstrom Holding 3 Oy's Outlook to Negative from Stable,
while affirming its Long-Term Issuer Default Rating (IDR) at 'B+'.
Fitch has also affirmed its senior secured instrument ratings at
'B+' with a Recovery Rating of 'RR4'.

The Negative Outlook reflects its expectation that EBITDA leverage
and interest coverage will breach the negative sensitivities of
above 5.5x and below 3.0x, respectively, in 2025-2026. Its revised
rating case reflects the additional and more expensive USD600
million debt to fund the acquisition of Stevens Point and its
expectation of softer market conditions in the short term, despite
some improvement in 1Q25. Weaker-than-expected performance delaying
deleveraging would lead to a downgrade.

The rating affirmation considers Ahlstrom's strong positions in
several end-markets and its robust geographical diversification,
supporting a return to stronger credit metrics over 2025-2027.

Key Rating Drivers

Ahlstrom's Acquisition to Boost Growth: Ahlstrom has agreed to
acquire Stevens Point, a US provider of premium solutions in food,
consumer packaging, and e-commerce, from Pixelle Specialty
Solutions for around USD600 million, expected to close in 2Q25. The
purchase will be financed with an additional USD600 million
long-term debt. Fitch expects the acquisition to add EUR300 million
in revenue and EUR80 million in EBITDA.

Fitch expects Stevens Point's EBITDA contribution and business
profile enhancement will partially offset the increased debt.
However, slower-than-expected integration, higher cost of debt and
weaker economic growth could keep EBITDA leverage above its 5.5x
negative sensitivity beyond 2026, which would lead to a downgrade.

Leverage Reduction Delayed Again: Ahlstrom's gross EBITDA leverage
has been above the downgrade sensitivity of 5.5x for the past three
years (previously offset by strong coverage and free cash flow
(FCF)) and Fitch expects this to continue until 2026. Fitch
forecasts that leverage will be below 5.5x by 2027 after the full
integration of Stevens Point and costs improvement. Further gradual
deleveraging to under 5x is subject to further demand recovery.

Sustainable Positive FCF Expected: Fitch anticipates positive FCF
in the short-to-medium term, after having underperformed its prior
expectation for 2024, due largely to one-off outflows. This will be
driven by improved underlying EBITDA margins, reflecting its
competed restructuring, a stabilisation of working-capital flows,
and lower capex. Fitch also expects a significant reduction of
restructuring and transformation cash costs by 2026.

Solid Earnings Margins: Fitch EBITDA margin improved to 14.6% in
2024, from 12.8% in 2023, driven by cost-cutting measures and
improved price-setting mechanisms and despite slower demand. Fitch
expects the EBITDA margin to rise to around 15% in 2025 and remain
above that level in the next three years.

Solid Business Profile: Ahlstrom's business profile is strong for
its rating, based on its strong position in a high number of niche
markets and its solid geographical and end-market diversification.
It has some exposure to cyclical end-markets, such as automotive,
trucks, building materials and industrial applications. However,
this is mitigated by its limited exposure to new vehicle
production, offering of sustainable fibre-based materials and high
exposure - above 50% of sales - to non-cyclical and resilient
applications.

Peer Analysis

Ahlstrom's business profile is close to those of investment-grade
peers such as GEA Group Aktiengesellschaft (BBB/Positive) and KION
GROUP AG (BBB/Stable), based on solid market positions, strong
diversification and exposure to non-cyclical end markets.

Ahlstrom's historical EBITDA margins of 12%-14% are weaker than
INNIO Group Holding GmbH 's (B+/Positive) and the similarly sized
ams-OSRAM AG's (B+/Stable). This is mainly an effect of its
position in the value chain as a producer of the fibre-based
material used in end products, and due to a lower aftermarket
revenue contribution than INNIO's.

Ahlstrom has higher EBITDA leverage than ams-OSRAM. Ahlstrom's
short-term deleveraging profile is in line with Flender
International GmbH's (B/Stable).

Key Assumptions

- Pro forma revenue to increase in 2025, driven by the acquisition
of Stevens Point, followed by further low single- digit increases
in over 2026-2028

- Slight EBITDA margin increase to above 15% in 2025 and further
gradual improvement, driven by long-term cost savings and pricing
benefits

- Working-capital outflows broadly in line with revenue growth in
2025-2028

- Average capex at around 5% of revenue in 2025-2028

- No dividend payments or major M&A

Recovery Analysis

- The recovery analysis assumes that Ahlstrom would be restructured
as a going concern rather than liquidated in a default.

- Fitch applies a distressed enterprise value (EV)/EBITDA multiple
of 5.5x to calculate its going-concern EV, reflecting Ahlstrom's
strong market positions and solid diversification in end-markets,
products and geography.

- Fitch has increased cost-restructuring going-concern EBITDA to
EUR340 million from EUR280 million to reflect the contribution from
Stevens Point. Fitch believes the going-concern EBITDA reflects a
post-restructuring financial profile with low profitability,
reduced capex and neutral-to-negative cash flow generation.

- The total EV available for claims is reduced by administrative
claims and its adjustment for the use of factoring of about EUR300
million.

- These assumptions result in a 'RR4' for the senior secured
instrument rating, resulting in an equal instrument rating with the
IDR.

RATING SENSITIVITIES

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

- EBITDA leverage above 5.5x

- EBITDA interest coverage below 3.0x

- FCF margin below 1%

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

- EBITDA leverage below 4.5x

- EBITDA interest coverage above 4.0x

- FCF margin above 2%

Liquidity and Debt Structure

Ahlstrom's readily available cash was around EUR87 million at
end-2024, after Fitch's adjustments for restricted cash of about
EUR81 million, due to offshore holdings of EUR54 million and for
intra-year working-capital changes.

Liquidity is supported by a committed revolving credit facility of
EUR325 million, maturing in June 2027 and by expected FCF margins
of above 1.5% from 2026.

Its debt structure is diversified and consists of TLBs of EUR1,017
million and USD532 million, and senior secured notes of EUR350
million and USD286 million. The maturities are long, but
concentrated in February 2028, which could increase refinancing
risk in the coming 12-18 months.

Issuer Profile

Ahlstrom is a global leader in manufacturing specialty fibre-based
materials with a wide range of uses in sectors like industrial
applications, filtration and food packaging. It has around 7,000
employees and 48 plants in 13 countries, generating around EUR3
billion revenue.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

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
   -----------                ------         --------   -----
Ahlstrom Holding 3 Oy   LT IDR B+  Affirmed             B+
   
   senior secured       LT     B+  Affirmed     RR4     B+

Spa US Holdco, Inc.

   senior secured       LT     B+  New Rating   RR4

   senior secured       LT     B+  Affirmed     RR4     B+

AHLSTROM HOLDING: Moody's Cuts CFR to B3, Alters Outlook to Stable
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Moody's Ratings has downgraded the long-term corporate family
rating of Ahlstrom Holding 3 Oy (Ahlstrom) to B3 from B2 and its
probability of default rating to B3-PD from B2-PD. Concurrently,
Moody's have downgraded its instrument ratings on the guaranteed
senior secured bank credit facilities and the guaranteed senior
secured global notes to B3 from B2. The outlook is changed to
stable from negative.

RATINGS RATIONALE

The rating action reflects the company's persistently weak credit
metrics, with Moody's adjusted gross leverage at 8.3x at the end of
2024. Since the LBO in 2021, the company's leverage has remained
outside the 5.5x – 6.5x range considered appropriate for the B2
rating category. Earnings in 2024 were partly impacted by
exceptional items such as the closure of the Bousbecque plant
(EUR36 million restructuring costs recognized in 2024) and losses
on energy hedges (EUR25.2 million), which are not expected to recur
in 2025. Adjusting for these expenses, Moody's adjusted gross
leverage would have been 7.0x, lower than 7.5x in 2023 but still
high for the rating category.

Moody's assumes that the fully debt-funded $600 million acquisition
of Stevens Point will slow down the deleveraging path. While
Moody's previously expected leverage to decline towards 6.4x in
2025, Moody's now anticipate the ratio will be around 6.8x,
potentially declining towards 6.5x only in 2026, including Stevens
Point on a pro-forma basis. At the same time, Moody's sees downward
risks to Moody's forecasts due to a weakening macroeconomic
environment, with potentially higher inflation and weaker consumer
spending because of tariffs and trade tensions. Though, the direct
risk from tariffs for Ahlstrom is limited because the company
mostly produces locally for local customers.

However, Moody's understands the economic rationale for the
acquisition, which strengthens its North American footprint and
increases exposure to a relatively resilient Food and Consumer
Packaging segment. The company has two state-of-the-art machines
producing specialty paper for food packaging (38%) and labels
(62%). The group will benefit from superior profitability and high
cash conversion due to low capital intensity and capex needs going
forward.

Nevertheless, Moody's views the fully debt-funded financing of the
acquisition during a period of high leverage and uncertain economic
outlook as indication of its relatively aggressive financial policy
and growth strategy. This governance consideration is one of the
key drivers behind the rating action.

Moody's also cautions that the company has a sizeable amount of
short-term debt, consisting of EUR95 million in commercial paper
and EUR51 million in other short-term bank loans. The company might
need to use a significant share of its otherwise undrawn RCF to
cover the shortfall if short-term lending becomes more constrained
in a market stress scenario. Since its LBO in 2021, Ahlstrom has
had a weak track record of cash generation, with Moody's adjusted
free cash flow being negative until 2024. While turning positive,
its EUR9 million FCF last year was still very modest. However,
Moody's believes that Ahlstrom's overall liquidity sources are
sufficient for a single-B rating and assume positive FCF generation
in 2025-26 as capex remains lower compared to the high investment
phase of 2022-23, and the newly acquired business with low capital
intensity contributes to better cash conversion.

While its financial profile is relatively aggressive, Ahlstrom's
credit profile is balanced by the robustness of its business
profile. The company is one of the largest producers of specialty
paper globally, operating through a range of niche markets where it
typically holds leading positions. Its geographic reach and
significant exposure to end-markets such as Food & Beverage,
pharmaceuticals, healthcare, and other FMCG markets make it fairly
resilient to economic downturns.

The B3 CFR is supported by (1) Ahlstrom's leading market positions
in niche markets for high-performance fibre-based materials; (2)
its broad geographical diversification in terms of manufacturing
footprint and end-market exposure; (3) its good long-term growth
prospects because of the fundamentally growing demand for
sustainable/recyclable products; and (4) its relatively resilient
underlying operating performance, illustrated by fairly stable
profitability margins in the past.

However, the rating is constrained by (1) the company's high
Moody's-adjusted gross debt/EBITDA of 8.3x in 2024; (2) its
exposure to volatile input costs such as pulp, chemicals and
energy; (3) a history of having a large amount of one-offs costs
related to restructuring and portfolio optimization since the LBO
that Moody's typically do not adjust for; and (4) event risk
associated with potential bolt-on acquisitions and a lengthy
process of squeeze out of minority shareholders following the
company's delisting in 2021.

OUTLOOK

The stable outlook reflects Moody's expectations that Ahlstrom's
credit metrics will improve to adequate levels for a single-B
category over the next 12-18 months, with Moody's adjusted gross
leverage declining towards 6.5x and interest coverage approaching
2x. However, this improvement will be more gradual compared to
Moody's previous assessments due to the debt-funded acquisition of
Stevens Point and the weakening macroeconomic environment.  

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

Positive rating pressure could arise if:

-- Moody's adjusted gross debt/EBITDA is sustained below 6.5x;

-- Moody's adjusted EBITDA margin strengthens towards mid-teens in
percentage terms;

-- Positive free cash flow generation on a sustained basis.

Conversely, negative rating pressure could arise if:

-- Liquidity deteriorates as a result of negative FCF, shareholder
distributions or M&A;

-- Moody's adjusted gross debt/EBITDA remains at its currently
elevated level (8.3x in December 2024) without expectation of its
significant improvement;

-- Moody's adjusted EBITDA margin declines below 10%;

-- Moody's adjusted EBITDA/Interest expense is sustained below
2x.

STRUCTURAL CONSIDERATIONS

In Moody's Loss Given Default for Speculative-Grade Companies (LGD)
assessment, Moody's ranks pari passu the EUR1,017 million and the
$532 million outstanding guaranteed senior secured first lien term
loans maturing in February 2028 with the outstanding EUR341 million
and the outstanding $268 million guaranteed senior secured notes
also maturing in February 2028 and the 6.5-year EUR325 million
guaranteed senior secured revolving credit facility (RCF) maturing
in August 2027, which all share the same collateral package and
guarantees from all substantial subsidiaries of the group
representing at least 80% of consolidated EBITDA. The instruments
are thus rated in line with the B3 CFR. Moody's assumes a standard
recovery rate of 50% because the covenant-lite package consists of
bonds and loans.

LIQUIDITY

Moody's views Ahlstrom's liquidity profile as adequate. This is
reflected in EUR222 million of cash and cash equivalents at the end
of December 2024. However, EUR77 million of cash (December 2024)
was either restricted or located in countries where repatriation is
subject to local regulation and hence not immediately available to
the group. The cash sources were further complemented by the EUR263
million availability under the EUR325 million RCF as EUR62 million
were used to provide guarantees for ancillary facilities. The RCF
contains a springing covenant set at 7.75x senior secured net
leverage (3.6x in 2024, 4.1x pro-forma the Stevens Point
acquisition), tested quarterly only when the facility is more than
40% drawn.

While there are no sizeable debt maturities until 2028, when
guaranteed senior secured first lien term loans and other
guaranteed senior secured debt mature, the company had EUR95
million of Finish commercial paper plus EUR51 million of short-term
bank loans as of December 2024. The group's liquidity can be become
more strained should the capital markets become more restrictive.
While the RCF is sufficiently large to cover the shortfall, the
overall liquidity may weaken.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Paper and
Forest Products published in August 2024.

PROFILE

Headquartered in Helsinki, Finland, Ahlstrom Holding 3 Oy
(Ahlstrom) is a global leader in combining fibers into sustainable
specialty materials. Through its 35 plants and converting sites
spread across 13 countries in Europe, North and South America, and
Asia, the group services more than 6,000 customers from various end
markets in more than 100 countries. Ahlstrom generated around EUR3
billion revenue in 2024, EUR3.3 billion pro-forma the recent
acquisition of Stevens Point in the US, and employed approximately
6,800 people worldwide. The company was taken private in June 2021
by a consortium led by Bain Capital, which holds approximately 55%
of shares.  



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

FLAMINGO LUX: Moody's Lowers CFR to Caa1, Alters Outlook to Stable
------------------------------------------------------------------
Moody's Ratings has downgraded the corporate family rating of
Flamingo Lux II SCA (EMERIA or the company) to Caa1 from B3, the
probability of default rating to Caa1-PD from B3-PD, and the
instrument rating on the EUR250 million senior unsecured notes to
Caa3 from Caa2. Concurrently, the instrument ratings on the two
EUR400 million backed senior secured notes, EUR1,275 senior secured
term loan B, EUR788 million senior secured term loan B2, and
EUR437.5 million senior secured first lien revolving credit
facility (RCF), all issued by EMERIA, have been downgraded to Caa1
from B3. The outlook on both entities was changed to stable from
negative.

RATINGS RATIONALE

The rating action reflects the increased risk that EMERIA's credit
metrics will remain outside of the B3 rating range beyond 2025,
which in turn would increasingly challenge the company in restoring
its capital structure to a more sustainable level ahead of its debt
maturities in September 2027 (RCF) and March 2028 (approximately
EUR2.9 billion of total debt). The company's intense external
growth strategy in a higher interest rate environment has
significantly increased its debt load and interest burden. Combined
with weaker activities in its flow business as a result of market
headwinds and high non-recurring costs over the last few years,
credit metrics have significantly weakened. Moody's expected credit
metrics to improve during the second half of 2024; however, this
has not materialized. As of December 2024, Moody's adjusted
leverage stood at 11.6x (14.4x after M&A integration costs)
compared to Moody's expectations of around 10x. Moody's adjusted
EBITA/interest coverage ratio was around 1x, and FCF was negative
by approximately EUR130 million, further weakening the company's
liquidity profile. Moody's also notes that EMERIA currently
benefits from a cost of debt that is well below current market
yields on its traded debt.

Over the next 12-18 months, Moody's expects credit metrics to
improve. The flow business has been improving since Q4 2024. The
company has finalized its restructuring measures in Germany and
Switzerland and expects operations to return to positive earnings
during the course of 2025. The ongoing rollout of its new operating
model should further support earnings growth through efficiency
gains and improvements in customer service. The company's reduced
M&A activity will also help significantly lower its non-recurring
costs.

However, to restore credit metrics to more sustainable levels over
the next two years, Moody's believes the company would need to grow
earnings to levels that will be difficult to achieve. The
efficiency gains from the new operating model rollout, as well as
the turnaround of its Swiss and German operations, remain subject
to execution risks. As a result, Moody's expects Moody's adjusted
leverage to remain above 8x by 2026, Moody's adjusted
EBITA/interest coverage ratio to stay below 1.5x, and FCF to
breakeven in 2026.

At the same time, the company reiterated its commitment to
significantly reduce leverage and enhance cash flow generation. The
company sold in February 2025 one of its assets with net proceeds
of around EUR35 million and Moody's expects limited M&A activities
over the next 12-18 months. Moody's also expects the company to
take the necessary actions to strengthen its liquidity over the
coming quarters, a key consideration for the stable outlook.

EMERIA's rating continues to be supported by its strong market
leadership in France and the UK, coupled with a growing presence in
neighbouring countries such as Germany, Belgium, Luxembourg and
Switzerland, thereby mitigating geographical concentration in
France. The rating also reflects EMERIA's substantial recurring
revenue base derived from stable residential property management
activities and its solid historical track record of scaling
operations while enhancing operating margins in its core markets.

RATIONALE OF THE OUTLOOK

The stable outlook reflects Moody's expectations that EMERIA's
operating performance will gradually improve with Moody's adjusted
leverage declining to below 10x over the next 12-18 months. The
outlook also incorporates Moody's expectations that the company
will take the necessary actions to strengthen its liquidity in a
timely manner and FCF will at least be breakeven in 2026.

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

Negative rating pressure could develop if the company fails to
strengthen its liquidity in a timely manner or its credit metrics
further weaken. A downgrade could also occur if the risk of default
rises, including potential distressed exchanges, and recovery
prospects for creditors reduce beyond the level currently factored
in the rating.

The ratings could be upgraded if Moody's adjusted debt/EBITDA
declines to below 8x on a sustainable basis, Moody's adjusted
EBITA/Interest increases above 1.5x and liquidity is adequate
supported by positive free cash flow generation.

LIQUIDITY

EMERIA's liquidity is weak. As of December 2024 the company had a
total liquidity (excluding bank overdraft) of EUR92 million
including EUR85 million undrawn revolving credit facility. The
EUR35 million of net proceeds from the asset sale provides
additional liquidity however given the company's seasonal cash
generation, the liquidity buffer for any unexpected development is
limited in Moody's views. Moody's forecasts around EUR60 million of
negative FCF in 2025 and FCF to breakeven in 2026.

The company has no significant debt maturities prior to September
2027, when the drawn RCF matures, followed by EUR2,063 million
senior secured term loan B, EUR800 million backed senior secured
notes (issued by EMERIA) coming due in March 2028, and EUR250
million senior unsecured notes (issued by Flamingo Lux II SCA)
coming due in March 2029. Moody's expects the company to maintain
adequate headroom under its springing covenant on the revolving
credit facility in combination with a timely refinancing of its
debt maturities.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

The company is exposed to Governance considerations, in particular
to Financial Strategy and Risk Management, under Moody's General
Principles for Assessing Environmental, Social and Governance Risks
Methodology. Moody's considers the company's financial policy as
aggressive due to the intense M&A growth strategy and persistently
high leverage. For such reasons, the assessment of the company's
Financial Strategy and Risk Management was changed to 5, from 4,
the overall exposure to governance risks to 5 (G-5) and Credit
Impact Score to 5 (CIS-5), from 4. EMERIA's CIS-5 indicates the
rating is lower than it would have been if ESG risk exposures did
not exist.

STRUCTURAL CONSIDERATIONS

The senior secured debt instruments are rated Caa1, at the same
level as the CFR, reflecting their pari passu ranking and the
comparatively small amount of junior debt ranking below them.
Conversely, the senior unsecured notes are rated Caa3 because of
the comparatively high amount of debt ranking ahead of them in the
capital structure.

The senior secured bank credit facilities benefit from a security
package comprising share pledges of material subsidiaries,
assignment of intercompany receivables, and pledges over certain
bank accounts. The senior secured bank credit facilities also
benefit from upstream guarantees from most operating subsidiaries.
The senior unsecured notes benefit from the same upstream
guarantees as the senior secured debt, but on a second ranking
basis.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Headquartered in France, EMERIA (Flamingo Lux II SCA) is a leading
provider of residential real estate services through a network of
700 branches in seven countries. The company, which is owned by a
consortium led by the private equity fund Partners Group since
2016, generated revenue of EUR1.5 billion in 2024.

NOVA ALEXANDRE III: Fitch Puts 'B+' IDR on Watch Positive
---------------------------------------------------------
Fitch Ratings has placed Nova Alexandre III S.A.S.'s Issuer Default
Rating of 'B+' and senior secured notes on Rating Watch Positive
(RWP).

The RWP considers the announced divestiture of the group's
cryogenics business, where EUR800 million of expected proceeds will
largely be used to repay its senior secured notes and outstanding
revolving credit facility (RCF). This will significantly improve
the credit metrics of France-based diversified industrials company
Nova Orsay, for which Nova Alexandre III is the debt issuing
vehicle, which is likely to lead to an upgrade, although it will
also depend on the company's post-disposal financial policy.

Fitch expects the repayment to reduce leverage to 1.3x at end-2025,
down from 5.4x at end-2024. Fitch expects to resolve the RWP once
the transaction is finalised, which may take more than six months.

Key Rating Drivers

Divesture to Improve Leverage: Fitch expects the EUR800 million
proceeds from the cryogenics sale, announced in March 2025, to be
largely used to repay the outstanding EUR430 million notes and
EUR105 million RCF. Fitch forecasts a significant reduction in
leverage, dropping to 1.3x at end-2025 from 5.4x at end-2024, with
a further decrease likely by 2028, although it also expects the
EBITDA margin to fall to 5.1% in 2025 from 6.1% in 2024 and some
loss of diversification.

Low but Stable Earnings Margins: Nova Orsay generates low EBITDA
margins for the rating, typically in the mid-single digits. Fitch
expects these to improve slightly in the medium term, despite the
disposal-led decrease in 2025, to above 6%, reflecting the
company's contractual ability to pass on cost increases to its
customers.

Consistently Positive FCF Expected: Capex is low at 1.5%-2% of
revenue due to Nova Orsay's asset-light business model. This,
coupled with its no-dividend policy, means free cash flow (FCF)
generation is consistent with a 'BB' rating category in its
criteria for diversified industrials. Fitch expects the FCF margin
to remain above 1% in 2025 and to improve to around 2.5% in the
medium term due to higher underlying cash generation and broadly
stable working-capital cash flows.

Well-Diversified Business Profile: The group's end-market
diversification gives it a natural hedge against the cyclicality of
each of the sectors it operates in, as the cycles are rarely highly
correlated. The broad geographical diversification of operations
and limited customer concentration also boost the business profile.
Fitch views reduced diversification after the disposal as offset by
ongoing investment into the remaining segments and strong
development opportunities.

Strong Business Position: Its experience and technological
expertise make Nova Orsay a key supplier to its customers. The
group benefits from considerable barriers to entry, but its profile
is restricted by its scale. Nova Orsay is partly shielded by its
customer relationships, the highly technological nature of its
components, which reduces replaceability risk, and its extensive
product and service offering. However, it remains exposed to the
risk of larger competitors limiting its growth potential,
especially in emerging markets.

Peer Analysis

Nova Orsay has a business profile broadly similar to that of other
'B' rating category diversified industrials companies such as
Ahlstrom Holding 3 Oy (B+/Negative), Fedrigoni S.p.A. (B+/Negative)
and INNIO Group Holding GmbH (B+/Positive), although Ahlstrom has
slightly better market positions while INNIO scores higher in
innovation. This is offset by Nova Orsay's good geographic and
product diversification.

Nova Orsay has a strong capital structure with lower expected
leverage and slightly better FCF generation than its peers, owing
to its low capex intensity. Nova Orsay's weaker operating margins
are low for its rating, but are more stable than its peers'.

Key Assumptions

Fitch's Assumptions for the Issuer Rating Case are as Follows:

- Revenue for 2025 and 2026 down by mid-single digits due mainly to
the divesture of the cryogenic business. Its assumption considered
only half of the revenue contribution from the cyrogenics business,
pending the completion of the divestment in 2H25. Revenue to
recover by low single digits for 2027 and 2028 on better market
conditions

- Marginal EBITDA growth from 2026 to 2028 after a decrease of
EUR25 million in 2025 due to divestures

- Net working capital as share of revenue stable at 4.5% in the
next four years

- Capex sustained at 2% of the revenue in the next four years

- Successful divesture of the cryogenics business unit by 2H25

- No dividends or major M&A

Recovery Analysis

- The recovery analysis assumes that Nova Orsay will be considered
a going concern (GC) rather than liquidated given its strong market
position and long-term relationship with blue-chip costumers. Fitch
has assumed 10% administrative claim and EUR10 million of
securitisation.

- The GC EBITDA of EUR110 million reflects the possibility of Nova
Orsay maintaining stable margins in unfavourable market conditions
due to its cost flexibility and ability to increase prices.

- Fitch has assumed a 5.5x GC EBITDA multiple due to low margins,
which is balanced by stable FCF generation and strong market
position.

- Debt comprises the EUR430 million senior secured loan, an EUR164
million RCF, EUR154 million bank debt and a EUR75 million
obligation relance (stimulus bond). The EUR164 million RCF is
ranked super senior, while the EUR430 million senior secured loan
and bank debt of EUR154 million are second-lien debt. The
obligation relance is subordinated to all debt.

- The allocation of value in the liability waterfall results in a
Recovery Rating 'RR3' for the senior secured debt, indicating a
'BB-' instrument rating.

RATING SENSITIVITIES

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

- EBITDA/gross leverage above 4.5x

- EBITDA margin below 6%

- Cash flow from operations (CFO) less capex)/net debt below 5%

- FCF margin below 1%

- A change in financial strategy that favours more
shareholder-friendly actions or aggressive M&A

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

- EBITDA/gross leverage below 3.5x

- EBITDA margin above 9%

- CFO less capex/net debt above 10%

- FCF margin above 2%

Liquidity and Debt Structure

Fitch-adjusted cash available at end-2024 was EUR125 million.
Liquidity is supported by the expected positive FCF in the next
four years and the available RCF of EUR164 million. Nova Orsay used
EUR105 million from its RCF in 2024, which Fitch expects to be
repaid with proceeds from divestments. Fitch expects liquidity to
be sufficient to cover short-term debt maturities and withstand
potential market downturns.

Nova Orsay has reported sound cash balances in recent years -
typically above EUR200 million at year-end with little intra-year
volatility.

Issuer Profile

Nova Orsay designs and manufactures highly engineered machines and
production lines, and critical and niche process equipment. It also
supports industrial customers through a full range of services.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

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
   -----------            ------               --------   -----
Nova Alexandre
III S.A.S.          LT IDR B+  Rating Watch On            B+

   senior secured   LT     BB- Rating Watch On   RR3      BB-



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

TEXAS DEBT 2025-I: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Texas Debt Capital Euro CLO 2025-I DAC
final ratings, as detailed below.

   Entity/Debt                     Rating           
   -----------                     ------           
Texas Debt Capital
Euro CLO 2025-I DAC

   Class A Loan                LT AAAsf  New Rating
   Class A XS3028240532        LT AAAsf  New Rating
   Class B Loan                LT AAsf   New Rating
   Class B XS3028241183        LT AAsf   New Rating
   Class C XS3028240615        LT Asf    New Rating
   Class D XS3028240706        LT BBB-sf New Rating
   Class E XS3028241266        LT BB-sf  New Rating
   Class F XS3028240888        LT B-sf   New Rating
   Subordinated XS3028242231   LT NRsf   New Rating

Transaction Summary

Texas Debt Capital Euro CLO 2025-I DAC is a securitisation of
mainly senior secured obligations (at least 90%) with a component
of senior unsecured, mezzanine, second-lien loans and high-yield
bonds. Note proceeds have been used to fund a portfolio with a
target par of EUR400 million. The portfolio is actively managed by
CIFC CLO Management III LLC. The CLO has a 4.7-year reinvestment
period and an 8.5-year weighted average life (WAL) test at
closing.

KEY RATING DRIVERS

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

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 61.5%.

Diversified Asset Portfolio (Positive): The transaction includes
two matrices that are effective at closing, corresponding to an
8.5-year WAL and two different fixed-rate asset limits of 5% and
12.5%. The transaction includes two sets of forward matrices
corresponding to the same fixed-rate asset limits but a 7.5-year
WAL and seven-year WAL, respectively. They can be selected from 12
months and 18 months after closing, respectively, subject to the
aggregate collateral balance (with defaulted obligations treated at
collateral value) being equal to or exceeding the reinvestment
target par, as well as a rating agency confirmation.

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

Portfolio Management (Neutral): The transaction has a 4.7-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Positive): The WAL for the transaction's
Fitch-stressed portfolio analysis and matrices analysis is 12
months less than the WAL covenant. This is to account for the
strict reinvestment conditions envisaged by the transaction after
its reinvestment period, which include passing the coverage tests
and the Fitch 'CCC' bucket limitation test after reinvestment as
well as a WAL covenant that gradually steps down, before and after
the end of the reinvestment period. Fitch believes these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.

RATING SENSITIVITIES

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

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

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B loan, class B, C, D, E
and F notes each have 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
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches for the class A and B loans, class A, B, C and D notes and
to below 'B-sf' for the class E and F notes.

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

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for Texas Debt Capital
Euro CLO 2025-I DAC.

In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.

TULLY PARK: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
-------------------------------------------------------------
Fitch Ratings has assigned Tully Park CLO DAC expected ratings. The
assignment of final ratings is contingent on the receipt of final
documents conforming to information already reviewed.

   Entity/Debt           Rating           
   -----------           ------           
Tully Park CLO DAC

   A                 LT AAA(EXP)sf  Expected Rating
   B                 LT AA(EXP)sf   Expected Rating
   C                 LT A(EXP)sf    Expected Rating
   D                 LT BBB-(EXP)sf Expected Rating
   E                 LT BB-(EXP)sf  Expected Rating
   F                 LT B-(EXP)sf   Expected Rating
   Subordinated      LT NR(EXP)sf   Expected Rating

Transaction Summary

Tully Park CLO DAC is a securitisation of mainly senior secured
obligations (at least 96%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. The transaction
has a target par of EUR400 million. The portfolio will be actively
managed by Blackstone Ireland Limited. The collateralised loan
obligation (CLO) has about 4.6 year reinvestment period and a
7.5-year weighted average life test (WAL), which can be extended by
one year, about 12 months after closing, subject to conditions.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors to be in the 'B/B-' category.
The Fitch weighted average rating factor (WARF) of the identified
portfolio is 25.3.

High Recovery Expectations (Positive): At least 96% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 62.3%.

Diversified Portfolio (Positive): The transaction will include
various concentration limits, including a maximum exposure to the
three largest Fitch-defined industries in the portfolio at 40%, a
top-10 obligor concentration limit at 20%, a maximum fixed-rate
asset limit of 12.5% and a 7.5 years WAL. These covenants ensure
the asset portfolio will not be exposed to excessive
concentration.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year on the step-up date, which is one year after closing.
The WAL extension is subject to conditions, including passing the
collateral quality and coverage tests and the adjusted collateral
principal amount is at least equal to the reinvestment target par
balance.

Portfolio Management (Neutral): The transaction will have a
4.6-year reinvestment period and include 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 for the Fitch-stressed
portfolio analysis is 12 months less than the WAL covenant. This is
to account for the strict reinvestment conditions envisaged by the
transaction after its reinvestment period. These include, among
others, passing both the coverage tests and the Fitch 'CCC' bucket
limitation test post reinvestment as well a WAL covenant that
progressively steps down over time, both before and after the end
of the reinvestment period. Fitch believes these conditions would
reduce the effective risk horizon of the portfolio during stress
periods.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class A notes
and would lead to downgrades of one notch for the class B to E
notes.

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

Should the cushion between the identified portfolio and the stress
portfolio be eroded either due to manager trading or negative
portfolio credit migration, a 25% increase of the mean RDR across
all ratings and a 25% decrease of the RRR across all ratings of the
stressed portfolio would lead to a downgrade 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 default rate (RDR) across all ratings
and a 25% increase in the recovery rate (RRR) across all ratings of
the Fitch's Stress portfolio would lead to an upgrade of up to
three notches for the rated notes, except for the 'AAAsf' rated
notes.

During the reinvestment period, upgrades, which is based on the
Fitch's Stress Portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining weighted average
life test, leading to the ability of the notes to withstand larger
than expected losses for the remaining life of the transaction.
After the end of the reinvestment period, upgrades may occur in
case of a stable portfolio credit quality and deleveraging, leading
to higher credit enhancement and excess spread available to cover
for losses on the remaining portfolio.

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

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

DATA ADEQUACY

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for Tully Park CLO
DAC.

In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.



===========
K O S O V O
===========

PROCREDIT BANK: Fitch Affirms 'BB+' Long-Term IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Rating has affirmed Kosovo's ProCredit Bank Sh.a.'s (PCBK)
Long-Term Issuer Default Rating (IDR) at 'BB+', Shareholder Support
Rating (SSR) at 'bb+' and Viability Rating (VR) at 'b+'. Its IDR
Outlook is Stable.

Key Rating Drivers

Shareholder Support Drives IDRs: PCBK's IDRs and SSR reflect
Fitch's view of potential support from its sole shareholder,
ProCredit Holding AG (PCH; BBB/Stable). Support considerations
include the strategic importance of south-eastern Europe to PCH,
PCBK's strong integration within the group and the parent's proven
record of providing liquidity and support to its subsidiary.

Country Risks: The extent to which potential support can be
factored into the bank's ratings is constrained by Fitch's view of
Kosovo country risks. Nevertheless, Fitch believes the owner's
commitment to the subsidiary is sufficiently strong enough for us
to rate it two notches above Kosovo's Long-Term IDR of 'BB-'.

Emerging, High-Risk Economy: Its assessment of Kosovo's operating
environment reflects its small economy, low GDP per capita and less
developed regulatory and legal frameworks than those of regional
peers. The banking sector has reasonable asset quality, high
returns and adequate capital buffers.

Strong Domestic Franchise; Good Performance: PCBK's VR reflects its
strong domestic franchise, expertise in SME banking and prudent
risk management, which is reflected in its better-than-sector asset
quality and good profitability, in spite of high operating
environment risks.

Prudent Risk Framework: The ProCredit group deploys its established
risk governance at all subsidiaries, including PCBK, which results
in prudent underwriting standards and strict risk controls. This
should be seen in the context of the challenging operating
environment, which may affect banks' ability to maintain consistent
profitability.

Asset Quality Expected to Deteriorate: PCBK's impaired loans ratio
declined to 1.2% at end-2024 (end-2023: 1.3%) and compares well
with the 1.9% sector average. Fitch expects the ratio to rise but
to remain below 2% over the next 18 months as the bank's prudent
underwriting mitigates loan seasoning risks. The bank's loan loss
allowance coverage of impaired loans remains high, above 100%,
which provides headroom to absorb credit losses in the near term.

Profitability to Moderate: PCBK's operating profit/risk-weighted
assets (RWAs) increased in 2024 to 3.5%, supported by net interest
income and continued loan impairment charge (LIC) reversals. Fitch
expects the ratio to weaken towards 2.5% in 2025-2026 due to lower
interest rates and higher LICs, as well as higher strategy
implementation costs. Profitability benefits from a wider net
interest margin than peers'.

CET1 Ratio to Weaken Further: PCBK's common equity Tier 1 (CET1)
ratio weakened to 14.2% at end-2024, from 14.6% at end-2023, due to
an increase in RWAs. Fitch expects the CET1 ratio to reduce towards
13% by end-2026, due to high dividend pay-outs and lending growth,
a level Fitch views as only adequate for the bank's risk profile,
its small nominal capital base and high concentration risk.

Strong Deposit Franchise: The bank's funding and liquidity profile
is supported by its consistently reasonable loans/deposits ratio of
82% at end-2024. Fitch expects PCBK to maintain its high market
share in deposits in the medium term, even as competitive pressures
rise. Liquid assets made up an adequate 19% of assets at end-2024,
comprising cash, central bank reserves, central and regional
government assets.

Rating Sensitivities

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

PCBK's Long-Term IDR and SSR would be downgraded on adverse changes
to Fitch's perception of country risks in Kosovo, including a
downgrade of the sovereign rating. The ratings could also be
downgraded following a substantial decrease in the bank's strategic
importance to PCH, which is primarily based on PCH's commitment to
the country and the region.

PCBK's VR could be downgraded on a marked and sustained weakening
of operating profitability, accompanied by a weakening in
asset-quality metrics (with impaired loans ratio above 5%), in
particular if these reflect a weakening in the bank's risk profile.
In addition, a decline of the CET1 ratio to below 12%, without
prospects for a swift recovery, would be negative for the VR.

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

PCBK's Long-Term IDR and SSR could be upgraded as a result of an
upgrade of the sovereign rating.

A VR upgrade is unlikely in the near term given operating
environment considerations. A material improvement in the operating
environment, accompanied by a strengthening of PCBK's business
profile and the CET1 ratio, could bring rating upside, assuming
other financial metrics remain reasonable.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

PCBK's 'B' Short-Term IDR is the only option mapping to its 'BB+'
Long-Term IDR.

Its Long-Term IDR (xgs) is driven by support from PCH and has been
affirmed at one notch below PCH's Long-Term IDR (xgs) of 'BB(xgs)'.
The bank's 'B(xgs)' Short-Term IDR (xgs) is mapped to its Long-Term
IDR (xgs).

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

PCBK's Short-Term IDR is sensitive to changes in the Long-Term IDR.
PCBK's Long-Term IDRs (xgs) are primarily sensitive to changes to
the parent bank's ability or propensity to provide support (i.e. if
the parent's Long-Term IDRs (xgs) change) and Kosovo's country
risks, in particular transfer and convertibility risks.

Its Short-Term IDR (xgs) is primarily sensitive to changes in the
Long-Term IDR (xgs).

Public Ratings with Credit Linkage to other ratings

PCBK's IDRs, IDRs(xgs) and SSR are driven by support from PCH. The
bank's Long-Term IDR is also linked to Kosovo's sovereign rating
given country risk considerations.

ESG Considerations

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

   Entity/Debt                      Rating           Prior
   -----------                      ------           -----
ProCredit
Bank Sh.a.       LT IDR              BB+  Affirmed   BB+
                 ST IDR              B    Affirmed   B
                 Viability           b+   Affirmed   b+
                 LT IDR (xgs)    BB-(xgs) Affirmed   BB-(xgs)
                 Shareholder Support bb+  Affirmed   bb+
                 ST IDR (xgs)      B(xgs) Affirmed   B(xgs)



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

IUTECREDIT FINANCE: Fitch Assigns 'B-(EXP)' Rating to Sr. Sec Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Luxembourg-based IuteCredit Finance S.a
r.l.'s (Iute Luxemburg) proposed issue of up to EUR175 million
senior secured notes due 2030 an expected rating of 'B-(EXP)'. Iute
Luxemburg is a fully owned subsidiary acting as a financing
intermediary for Iute Group AS (B-/Stable). The notes are
unconditionally and irrevocably guaranteed on a joint and several
basis by Iute Group and its subsidiares, IuteCredit Albania SHA,
IuteCredit Bulgaria EOOD, IuteCredit Macedonia DOOEL Skopje and
O.C.N. "IUTE CREDIT" S.R.L. (IuteCredit Moldova).

The final rating is subject to the receipt of final documentation
conforming to information already received.

Key Rating Drivers

The expected rating is in line with Iute Group's Long-Term Issuer
Default Rating (IDR), reflecting average recovery expectations
based on Fitch's stressed asset valuation, despite the notes'
secured nature. The facility will represent a senior secured
obligation of Iute Luxemburg, ranking pari passu with other
obligations.

Iute Luxemburg is also making a conditional exchange offer as well
as a cash tender offer to holders of its existing EUR125 million
notes due 6 October 2026 (ISIN: XS2378483494). The new notes will
mainly be used for refinancing the existing bonds and will extend
the maturity profile of Iute Group's borrowings.

Fitch expects the leverage impact from the transaction to be
minimal, as proceeds are expected to be used largely to refinance
the existing senior secured debt maturing in October 2026.

RATING SENSITIVITIES

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

A downgrade of Iute Luxemburg's senior secured debt rating will
stem from a similar action on its Long-Term IDR.

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

An upgrade of Iute Luxemburg's senior secured debt rating will
follow a similar action on its Long-Term IDR.

Date of Relevant Committee

25 July 2024

ESG Considerations

Iute Group has an ESG Relevance Score of '4' for Exposure to Social
Impacts due to regulatory risks to the business model development
(including the potential tightening of lending rate caps), which
has a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

Iute Group has an ESG Relevance Score of '4' for Customer Welfare -
Fair Messaging, Privacy & Data Security due to the risks in the
context of fair lending practices and pricing transparency, which
has a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

Iute Group has an ESG Relevance Score of '4' for Group Structure
because the fungibility of capital is, in its view, restricted
between the regulated bank and the rest of the group, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

Iute Group has an ESG Relevance Score of '4' for Governance
Structure due to the developing nature of its corporate governance
structure with limited independent oversight including the absence
of a supervisory board, which has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.

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

   Entity/Debt             Rating           
   -----------             ------           
IuteCredit Finance
S.a r.l.

   senior secured      LT B-(EXP)  Expected Rating



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

UZBEKNEFTEGAZ JSC: S&P Rates Proposed Senior Unsecured Notes 'B+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' rating to the proposed senior
unsecured notes to be issued by Uzbekistan's national integrated
oil and gas producer Uzbekneftegaz JSC (B+/Stable/--).

About 40% of the group's debt was issued by subsidiary, GTL alone
as of year-end 2023, and there is debt at other subsidiaries.
Therefore, we see significant potential structural subordination in
the capital structure. S&P said, "Nevertheless, we align the rating
on the notes with the long-term issuer credit rating, since we
believe the government may intervene in the event of a bankruptcy
process. This is because we assess Uzbekneftegaz as one of the most
important state-owned corporations in Uzbekistan and closely
affiliated with the government, reflecting its role as provider of
gas and liquid hydrocarbons at relatively low prices to the
domestic economy."

S&P said, "We understand that Uzbekneftegaz will use the proceeds
of the notes mainly to refinance maturing debt and for general
corporate purposes. The latter include working capital and capital
expenditure, since it faces a large investment program to reverse
the rapid decline of its gas output in recent years. The
refinancing of certain upcoming maturities will ease the pressure
on Uzbekneftegaz's liquidity, which we view as less than adequate,
with the ratio of sources to uses at 0.6x as of year-end 2024. The
company has been working on improving its liquidity in recent years
through better debt maturity management and amendments to its debt
documentation.

"The company's operating performance has also been improving, S&P
Global Ratings-adjusted EBITDA estimated at about Uzbek sum (UZS)
15.6 trillion (about $1.2 billion) in 2024, up from UZS12.1
trillion in 2023. We also estimate that funds from operations to
debt increased to about 16% in 2024 from 13% in 2023. Further
improvements in EBITDA and leverage would depend on additional
regulated tariff hikes for Uzbekneftegaz's gas, as well as a ramp
up of its gas-to-liquids plant, UzGTL."





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

CIRSA ENTERPRISES: S&P Rates Parent's New EUR 320MM Sub. Notes 'B-'
-------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue rating and '6' (0%)
recovery rating on LHMC Finco 2 S.a.r.l.'s proposed EUR320 million
payment-in-kind (PIK)-toggle subordinated notes due 2030. LHMC
Finco 2 is the parent of gaming company Cirsa Enterprises S.A.U.
The proposed notes will rank subordinated to all senior notes in
Cirsa's capital structure.

The issuance proceeds will be used to repay the existing EUR306
million outstanding PIK-toggle notes due in October 2025 issued by
LHMC Finco 2 and to pay transaction expenses of about EUR14
million.

As Cirsa continues to deliver solid operating performance, the
proposed transaction will not affect the group's leverage. S&P
anticipates that S&P Global Ratings' adjusted debt to EBITDA would
reduce close to 4.1x in 2025, compared with 4.5x as of end-2024,
which is commensurate with the current 'B+' long-term issuer credit
rating on Cirsa.

Cirsa posted solid operating performance in 2024 with operating
revenues increasing by 7% to EUR2,564 million, supported by its
omnichannel offering with the online segment as the main driver of
growth. Cirsa's online segment expanded by 23% in 2024 on the back
of acquisitions of gaming and betting operators Apuesta Total
(Peru) and Casino Portugal (Portugal) throughout the year, as well
as increasing contributions from its existing online markets. In
terms of its other segments, Slots Spain's revenues have increased
by about 5.8% mainly due to the segment's bar mix and machine
portfolio renewal, followed by the Casino segment which has
experienced growth of about 4.2% supported by a solid level of
traffic and sustained improvement of the offerings at their
different locations but partially mitigated by negative foreign
exchange effects. Slots Italy showed a more modest growth of about
0.9% reflecting the continued challenging environment of the
Italian market. Revenue growth coupled with the implementation of
cost efficiency and productivity measures have led to an estimated
S&P Global Ratings-adjusted EBITDA of EUR686 million and an
adjusted EBITDA margin of 26.8% up from 25.6% in 2023.

LHMC Finco 2's proposed refinancing is leverage neutral for Cirsa's
leverage, with forecast S&P Global Ratings-adjusted debt to EBITDA
at about 4.1x by year-end 2025, compared with 4.5x in 2024. S&P
said, "We expect Cirsa to grow at a similar rate (about 7.0%-8.0%)
in 2025 sustained by organic expansion across its different
segments, leveraging its leadership position in many of the markets
the company operates in, as well as by continued disciplined merger
and acquisition (M&A) activity. This will result in adjusted EBITDA
of about EUR730 million in 2025, with the adjusted EBITDA margin
slightly contracting to 26.5% mainly because of a higher
contribution to revenues of the online segment, which posts a lower
margin, relative to the other segments. Our base case assumes that
Cirsa will pay EUR130 million as deferred consideration for the
Apuesta Total acquisition. We forecast gross adjusted debt to land
at about EUR3,010 million by year end 2025 from EUR3,123 million in
2024, which includes the deferred liability on Apuesta Total to be
paid in 2025, leading to an adjusted leverage of 4.1x, consistent
with our 'B+' issuer credit rating on Cirsa."

S&P said, "Cirsa enjoys a strong cash flow generation capacity.
Free operating cash flow (FOCF) to debt (excluding fixed lease
payments) landed at 7.0% in 2024, down from 8.0% in 2023 due to
higher capital expenditures (capex), and we expect it to be at
7.0%-8.0% in 2025. Our FOCF estimate incorporates the group's
record of reinvesting most of its cash flow in the business, via
capex and M&A to drive EBITDA growth. Considering this solid cash
generation and liquidity levels, we expect the company to elect to
pay cash interest on its newly proposed PIK subordinated notes, as
it has done in the past with the existing PIK instrument. If Cirsa
were to elect to accrue PIK interest on the notes, we anticipate
that the company would have additional cash, but slightly higher
adjusted leverage metrics compared to our base case."

Issue Ratings--Recovery Analysis

Key analytical factors

-- S&P said, "We assigned our 'B-' issue rating to the proposed
EUR320 million PIK-toggle subordinated notes issued by LHMC Finco
2. The recovery is '0' indicating our expectation of no recovery
(0%) in a default scenario. The proposed PIK does not benefit from
the same security package and is structurally subordinated to the
senior notes."

-- Cirsa's existing senior notes are rated 'B+', in line with the
long-term issuer credit rating, and the recovery rating is
unchanged at '3' with recovery estimate at 60%. This includes
Cirsa's outstanding EUR615 million fixed rate senior secured notes
due 2027, the EUR383 fixed rate million notes due 2027, the EUR375
million fixed rate notes due 2028, the EUR525 million floating rate
notes due 2028, and the EUR450 million fixed rate notes due 2029.

-- S&P's hypothetical default scenario assumes unfavorable
regulatory changes and worsening economic conditions in Latin
America and Europe.
-- S&P values Cirsa on a going-concern basis, given its leading
market positions in its key markets and its ability to renew its
gaming licenses.

-- For S&P's recovery analysis, S&P considers the EUR275 million
revolving credit facility (RCF) to rank ahead of the other secured
debt, although the RCF is not rated.

Simulated default assumptions

-- Year of default: 2029
-- Jurisdiction: Spain

Simplified waterfall

-- Emergence EBITDA: EUR325.0 million

-- EBITDA multiple: 6.0x

-- Net enterprise value after administrative costs (5%): EUR1,853
million

-- Estimated priority claims: EUR61 million

-- Value available to priority claims: EUR1,792 million

-- Estimated first-lien senior secured claims: EUR243 million

-- Value available to second-lien senior secured claims: EUR1,550
million

-- Estimated second-lien senior secured notes claims: EUR2,430
million

-- Recovery rating: '3'

-- Recovery range: 50%-70% (rounded estimate: 60%)

-- Estimated LHMC Finco 2 S.a.r.l. subordinated PIK notes claims:
EUR320 million

-- Recovery rating: '6'

-- Recovery expectations: 0%

*All debt amounts include six months' prepetition interest and
includes the RCF, which is assumed to be 85% drawn at default




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

ALEXANDRITE MONNET: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed Alexandrite Monnet UK Holdco plc's
(Alexandrite Monnet) Long-Term Issuer Default Rating (IDR) at 'B+'
with a Stable Outlook and senior secured rating of 'BB-' with a
Recovery Rating of 'RR3'. Alexandrite Monnet owns 100% of Befimmo
Group FIIS which holds the group's income-producing real estate.

The consolidated figures of Alexandrite Monnet include Befimmo's
EUR2.9 billion end-September 2024 portfolio and its high-quality
Brussels offices, with solid occupancy, on long leases.
Public-sector tenants represent 53% of rent ensuring sustained cash
flow on annually indexed leases.

Alexandrite Monnet's end-2024 consolidated net debt/EBITDA of 16x
includes a pro forma layer of EUR400 million subordinated debt,
whose debt service relies on dividends from Belgian FIIS (fonds
d'investissement immobiliers spécialisés, a REIT-equivalent)
entities owned by Befimmo. Fitch estimates the subsidiary's
standalone net debt/EBITDA at about 13x at end-2024, as enhanced by
rents now flowing from the recently completed ZIN office
development and stablising around 12.5x, in line with the 'bb'
rating category.

Key Rating Drivers

Key Rating Drivers for Befimmo

Befimmo Office Portfolio: Befimmo's end-September 2024 primarily
Brussels office portfolio totalled EUR2.9 billion in value, with
53% of rent from public-sector tenants. High occupancy at 95%
reflects the portfolio quality, market demand, pre-let approach to
property development, and long-dated leases of over 10 years.
Indexation was +2.6% within 2024's rental growth (2023: 10.7%). Due
to low market vacancy rates and high demand for Grade A space, the
market's prime rents have been maintained at EUR350/square metre
(with targets of EUR400/square metre), so Befimmo's assets have
reversionary potential.

Capturing that reversion is limited by the portfolio's low tenant
churn and long-term lease maturities preferred by its public sector
tenants. Conditioned by its previous institutional investor
ownership who wanted staid dividends, this was the mindset of prior
management. Under Brookfield's 2023 ownership, Fitch can expect new
management to be more comfortable with multi-let buildings,
adopting strategies from the group-owned SilverSquare co-working
division to enhance the tenant experience and, depending on the
building and prospective tenant base, calculate the return on
refurbishment capex to achieve optimal rents.

Belgian Régiedes Bâtiments: The Belgian Buildings Agency
(representing some 50% of Befimmo's leases) procures offices from
landlords such as Befimmo entities for various government
departments. It signs long-dated leases (it can move departments
around according to changing requirements) and
co-ordinates/promotes the ongoing consolidation of office
workforces into efficient, modern, green buildings. This is a core
backbone of rental income for the Befimmo group.

ZIN Completion: Befimmo's large, pre-let Brussels North mixed-use
development, the ZIN tower, is expected to be valued at about
EUR550 million. The start of the pre-let office lease to a
government body was much of the group's EUR25 million net rise in
2024's rents. The asset's additional apartment and hotel rents
start in 2025 and its rent will constitute 15% of the group's
annual rents. This is a low income-yielding asset due to Covid-19
pandemic era's cost overruns and office rent negotiated.

Phased Development Programme: Fitch expects Befimmo to further
enhance the quality of its portfolio through developments and
refurbishments, funded through cash, subordinated shareholder
funding or secured bank funding. Selected disposals are part of the
recycling of capital. The modest development programme includes:
(i) Pacheco, a well-located central Brussels office pre-let to a
government body on a long-term lease, coming onstream in 2025; and
(ii) PLXL, a Brussels school, leased to the municipality, due to
start paying rent in 3Q26.

Brussels Letting Dynamics: Whereas investment transaction volumes
remained subdued in 2024, lease take-up has been resilient,
improving from 2022's lows, supported by government-related tenants
typical of the Brussels office market. In the last three years,
Befimmo's reletting accounted for 20%-30% of its annual space let,
highlighting an ability to retain tenants while replacing existing
with new ones at potentially higher rents after office
improvements.

Befimmo's Financial Headroom: The 2024 profile benefitted from
rents from ZIN, as will 2025's; Pacheco and PLXL, if not sold on
completion, will also contribute. Befimmo's standalone
Fitch-calculated net debt/EBITDA is about 12x-13x and net
loan-to-value 48%-50%, but may fluctuate if subordinated
shareholder loans are used. Interest cover is a comfortable 2x,
helped by a (largely capped) cost of debt averaging 3.8%. Unusually
for a property company, funds from operations (FFO) comfortably
cover its dividend (primarily servicing Alexandrite Monnet's debt
service) above 1.4x.

Fitch continues to assess Befimmo's creditworthiness at 'bb' under
the Parent and Subsidiary Rating Linkage (PSL) Criteria's linkages
with Alexandrite Monnet.

Key Rating Drivers for Alexandrite Monnet

Change to PSL Approach: Fitch has changed its approach and rates
Alexandrite Monnet using the PSL criteria, reflecting the control
Brookfield has over multiple aspects of Befimmo and Alexandrite
Monnet which, together with the secured covenanted funding at
Befimmo, frame linkages between the two. Under the PSL, legal
ring-fencing is a strong 'porous', and access and control also
'porous'. This results in Befimmo's 'bb' creditworthiness, up to +2
notches above the synthetic consolidated profile of the group at
'B+', which is also Alexandrite Monnet's unchanged IDR.

Subordinated to Befimmo Secured Debt: Alexandrite Monnet indirectly
owns Befimmo's shares and receives dividends from this
asset-holding group to pay the coupons on its 1Q25-tapped EUR400
million secured bond, which is structurally subordinated to
Befimmo's property subsidiaries' secured debt. Fitch calculates
Befimmo's dividend capacity (EBITDA less interest expense versus
Alexandrite Monnet's interest expense) at about 1.4x between 2025
and 2027. The holding company's net debt/EBITDA is 16x, below the
group's financial policy of a maximum 60% consolidated
loan-to-value (LTV).

Alexandrite Monnet Debt Service: Alexandrite Monnet's debt service
relies on Befimmo dividends, with an interruption unlikely due to
sufficient covenant headroom in the latter's secured financings'
which have LTV, debt yield or interest coverage ratios, along with
the support of a six-month letter of credit-backed interest payment
mechanism. As a Belgian REIT, Befimmo is expected to pay out at
least 80% of its eligible profits.

High Recovery Estimate: Befimmo's investment properties at 3Q24
were valued at EUR2.9 billion, net of Fitch's standard discounts to
values and administration costs, with the residual value at EUR2.1
billion. Deducting updated Befimmo secured debt of EUR1.4 billion,
EUR0.6 billion of residual value is measured against Alexandrite
Monnet's second lien debt of EUR0.4 billion and capped at 'RR3'
under Fitch's Recovery Ratings criteria.

Operations Held Outside Befimmo: SilverSquare co-working operations
are owned by Alexandrite Monnet, making an outsized contribution to
the group's turnover but, net of operating costs, minimal profit at
this stage of its centres' operational maturity. SilverSquare is a
rent-paying tenant. The part-owned Sparks, conferencing operations,
is inherently profitable.

Peer Analysis

Within Alexandrite Monnet, Befimmo's portfolio is highly
concentrated in Brussels, with only a couple of assets in other
Belgium cities and in Luxembourg. Brussels has proven to be more
resilient to the challenges European office markets are facing in
valuation (interest rate recalibration) and occupancy (WFH).
Further, the group has high-quality offices with good ESG
credentials that are less threatened by the ongoing trend of
"flight to prime".

None of Fitch-rated peers share the group's key portfolio strengths
of: (i) its tenant base (53% public bodies); (ii) the longevity of
its cash flow (9.5-year WALB); and (iii) 53% of end-2022's
buildings were 10 years or younger. Other traits - a focus on the
prime end of the office central business district (CBD) market,
high occupancy, high rent collection, focus on increasing rents and
ESG credentials - are consistent with peers' portfolios with their
respective concentrations in London, Paris, Stockholm or Brussels.

In Europe, the closest rated peer is the multi-sector M&G European
Property Fund SICAV-FIS (IDR: A-/Stable, end-2023 EUR3.9 billion
pan-sector portfolio, 41% of which is office), which has similarly
low-yielding offices in the CBDs of Paris, Munich, Berlin,
Düsseldorf and Frankfurt. In contrast to Befimmo, this fund has
very low leverage and little development. Other peers are Derwent
London plc (BBB+/Stable; end-2024 GBP5.0 billion office portfolio)
and The British Land Company PLC (A-/Stable; end-March 2024 GBP8.7
billion office and retail, at share) but both are only in the UK,
with CBD London offices.

Besides the geographic footprint, Befimmo is very different to
these peers, due to its private equity ownership, higher standalone
leverage and financial flexibility, which underpin its 'bb'
creditworthiness.

Key Assumptions

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

- In 2024, 2.6% like-for-like rental growth from indexation, around
2% a year thereafter.

- Fitch uses part-year rental contributions from development
completions (2024: nearly EUR20m for the ZIN office, and a phased
EUR4 million for rented apartments and hotel during 2025 and 2026).
Pacheco's rents come on-stream in 2025; PLXL's will begin during
2026 and 2027.

- Using policy rates derived from Fitch's Global Economic Outlook,
the retained interest rate hedging portfolio reduces nominal
interest costs by EUR20 million in 2024.

- At the Befimmo level, prepayment of the EUR47m Fedimmo mezzanine
facility loan used proceeds from the 1H25 Alexandrite Monnet tap.

- Remaining 1Q25-completed Pacheco office development spend funded
by Befimmo cash. Drawing of a 1H25-arranged EUR65 million secured
funding on the Axento asset repays Brookfield legacy subordinated
shareholder funding. Fitch has modelled capex on prospective
properties developments, assuming that they are retained, as funded
by third-party fundings.

- Befimmo's external dividend to Alexandrite Monnet is modelled as
the debt service requirement for the latter (2024 part-year: EUR18
million; 2025: EUR39 million; and EUR42 million a year thereafter)
based on the 1Q25 tapped EUR400m subordinated bond and its 10.5%
coupon.

Recovery Analysis

Its recovery analysis assumes Befimmo would be liquidated rather
than restructured as a going concern in a default.

Fitch uses the EUR2.9 billion of investment property assets as at
end-September 2024, to which it applies a standard 20% discount,
with a standard 10% deduction made for administrative claims.

The resultant amount deducts Befimmo's secured debt of EUR1.4
billion. The four siloed secured financings at the company do not
cross-default, thus one portfolio grouping can be monetised without
forcing the same for the whole portfolio. Individual assets can be
sold. Fitch has added the 1Q25 Alexandrite Monnet tap of EUR50m
(which prepaid the Fedimmo silo mezzanine funding of EUR47m) to the
existing EUR350 million secured financing.

Fitch's principal waterfall analysis generates a high ranked
recovery for the EUR400 million secured, second lien debt. At
Alexandrite Monet's 'B+' IDR, its senior secured rating is capped
at 'RR3'.

RATING SENSITIVITIES

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

(Using the PSL criteria, Alexandrite Monnet's IDR is the same as
the consolidated profile)

- Deterioration of Befimmo Group FIIS's operational and financial
profile.

- Alexandrite Monnet's consolidated net debt/EBITDA above 18x.

- Alexandrite Monnet's consolidated LTV above 65%.

- Alexandrite Monnet's standalone interest coverage below 1.2x
(Befimmo group EBITDA less interest expense/Alexandrite Monnet
interest expense taking into account senior secured funding
potentially triggering cash lockups).

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

- Material Improvement in the consolidated profile including
Befimmo Group FIIS's operational and financial profile.

- Alexandrite Monnet's consolidated net debt/EBITDA below 15x.

- Alexandrite Monnet's consolidated LTV below 55%.

- Alexandrite Monnet's standalone interest coverage above 1.4x.

- The capped 'RR3' Recovery Rating, informing the senior secured
rating, is unlikely to be revised up.

Liquidity and Debt Structure

Befimmo

Befimmo's cash at 3Q24 was EUR68 million. The company has no
undrawn revolving credit facilities. It has some financing
availability under the remaining ZIN facility.

All of its EUR1.4 billion debt at end-2024 is secured, while its
subsidiaries' pledged portfolios are in four separate grouping of
companies, with no cross-default; their assets are not
cross-collateralised. A new EUR65m secured loan for the Axento
asset is being arranged and will repay amounts under the generic
Brookfield subordinated shareholder loan routed through Alexandrite
Monnet. Proceeds of the 1Q25 Alexandrite Monnet EUR50m tap prepaid
the expensive EUR47 million Fedimmo mezzanine funding for office
assets. The first Befimmo scheduled debt maturity is end-2027.

Befimmo's end-2023 debt was 100% interest rate-hedged, averaging
2.2%, the bulk of which expires in 3Q25, if the caps are not
extended. This will expose its cost of debt to floating rates from
4Q25, when, based on the derivatives book, hedging coverage will
drop to 15%. Management will hedge at end-2025, when it expects
interest rates to fall.

Alexandrite Monnet

In 2H24, Befimmo upstreamed cash to enable Alexandrite Monnet to
make its first six-monthly debt service payment. Fitch forecasts
its dividend capacity ratio (Befimmo EBITDA less its interest
expense versus Alexandrite Monnet debt service) as a comfortable
1.4x during 2025 and 2027.

In addition, there is an interest service mechanism at Alexandrite
Monnet, which has a six-monthly letter of credit-backed interest
expense mechanism, supported by Brookfield, that is accretive to
its liquidity profile as it would cover six-monthly interest
payments for the EUR350 million (1Q25 tapped: EUR400 million)
secured bond, should dividends from Befimmo (routed from its FIIS
subsidiaries) be interrupted.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

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
   -----------             ------        --------   -----
Alexandrite Monnet
UK HoldCo Plc        LT IDR B+  Affirmed            B+

   senior secured    LT     BB- Affirmed   RR3      BB-

BCP V MODULAR: S&P Affirms 'B' LT ICR, Alters Outlook to Negative
-----------------------------------------------------------------
S&P Global Ratings revised the outlook to negative from stable on
BCP V Modular Services Holdings III Ltd. (Modulaire). At the same
time, S&P affirmed the 'B' long-term issuer credit rating on
Modulaire. S&P also affirmed its 'B' issue-level rating on the
senior secured notes, with a recovery rating of '3', and its 'CCC+'
issue-level rating on the senior unsecured notes, with a recovery
rating of '6'.

S&P said, "The negative outlook reflects our view that the U.K. and
France, which typically make up more than one-third of revenue, as
well as the construction end market, will continue to face subdued
demand. As a result, despite some growth expectations for
Modulaire's volumes and revenues outside its core markets, its
debt/EBITDA will remain above 7.0x without signs of material
improvement over the next 12 months. Any slight difficulties beyond
those factored into our base case could also see the FFO cash
interest cover dip below 2.0x.

"Challenging market conditions that hampered growth in 2024 will
likely persist through 2025, meaning significant deleveraging
prospects are unlikely. We expect that the U.K. and French markets,
which typically make up about 35%-45% of total revenue, will
continue to be challenging regions for the group in 2025,
particularly in the construction end market. Demand in 2024 was
subdued in these areas and we anticipate that softness to have
continued into the first quarter of 2025. As a result, we expect
order intake will be slow and that revenue will only rise by about
2%-3% in 2025, to about EUR1,655 million-EUR1,675 million, after a
contraction of 7.9% in 2024. With expectations that 2025 margins
will remain similar to 2024's, at about 30.5%-31.0%, we expect that
substantial improvements in Modulaire's key credit metrics are
unlikely this year. We expect that S&P Global Ratings-adjusted debt
to EBITDA will remain elevated at about 7.2x-7.5x in 2025, which is
above our rating threshold of 7x and weaker than the majority of
peers with similar rating levels and only slightly decreasing from
7.6x in 2024. FFO cash interest cover is expected to rise from 1.7x
in 2024 to about 2.0x in 2025; the latter is another key rating
threshold. The improvement will come from Modulaire's hedging
actions against the floating-rate term loan B, through to the end
of 2025, locking in an effective rate of 2.06%, leading to an
expectation of cash interest costs reducing in 2025, to about
EUR230 million from EUR278 million in 2024. As a result, any
prolonged period of weaker demand through the second half of 2025
could see this remain below 2.0x for 2025. In our base case, we
expect Modulaire to continue to use its revolving credit facility
to fund working capital requirements, rising capital expenditures
(capex), and potential bolt-on acquisitions, leading to a slight
rise in the company's adjusted debt. Any further increases, such as
term loan add-ons, which have been completed periodically in recent
years, could slow Modulaire's deleveraging and weaken its credit
metrics even further.

"Free operating cash flow (FOCF) is expected to marginally improve
in 2025. We expect FOCF of about EUR15 million-EUR30 million this
year, despite expectations of rising capex. In 2025, we forecast
capex of about EUR205 million, up from EUR174 million in 2024, as
Modulaire aims to refurbish existing units to increase utilization
rates in areas where it is lagging behind target levels, or to grow
the number of units in asset classes or regions that are
experiencing high utilization rates and stronger demand. We note
that growth capex is discretionary and makes up around 40% of our
forecast total capex. If required, Modulaire could reduce the
amount to preserve liquidity or improve its free cash flow
generation, though this could have an impact on its expected
top-line growth. Our forecast for higher capex also includes EUR13
million from business process optimization initiatives in 2025.
Working capital changes in 2024 proved to be a drag on Modulaire's
FOCF, with outflows of EUR23 million. This was a result of
challenges in the U.K. from the integration of Mobile Mini, which
led to an increased receivables in the year, as well as delays on
supplier payments, which were expected in 2024 but landed in 2025.
We expect these issues to have been resolved and working capital
outflows to be reduced this year."

Some regions could offset the low demand in the U.K. and France,
but macroeconomic sentiments in key regions are weakening. Areas
such as Germany, the Nordics, and Eastern and Southern Europe could
provide some relief for Modulaire, representing regions where
Modulaire could benefit from a slight uptick in orders that will
support the revenue increase. In Germany, the group expects
increased demand in industrials and defense-related inquiries, as
defense spending rises. S&P also expects the company will benefit
from rising orders from across Europe from the public
administration end market. Pricing actions will also support the
growth, even if volumes remain slightly subdued, with the ability
to reprice many contracts and the drive to increase the inclusion
of value-added product services in new contracts.

S&P said, "Profitability did improve significantly in 2024, and we
expect that Modulaire will be able to sustain its margins in 2025.
We expect a slight rise in Modulaire's EBITDA, with stable S&P
Global Ratings-adjusted EBITDA margins of about 30.5%-31.0% in
2025, compared with 30.5% in 2024. We expect the margins to benefit
from continued sales, general, and administrative optimization, but
we believe the majority of the benefit from these cost efficiencies
came last year from repricing actions, particularly on longer-term
contracts, and from increased value-added product services
penetration. These were some of the key drivers in 2024, which
resulted in margins rising significantly compared with 2023 (28.8%)
results. The improvement may be slightly offset by rising sales
volumes and declining leasing volumes as a proportion of total
sales. This profitability level is getting closer to other rental
equipment peers we rate in Europe. In 2025, we also expect that
synergies from Modulaire's 2023 acquisition of Mobile Mini Inc. are
fully realized and restructuring costs to integrate the acquisition
are reduced to minimal. We expect to see S&P Global
Ratings-adjusted EBITDA of about EUR505 million-EUR520 million in
2025.

"The negative outlook reflects our view that the U.K. and France,
which typically make up more than one-third of revenue, as well as
the construction end market, will continue to face subdued demand.
As result, despite some growth expectations for Modulaire's volumes
and revenue, its debt to EBITDA will remain above 7x without signs
of material improvement over the next 12 months. Any slight
difficulties beyond those factored into our base case could also
see the FFO cash interest coverage dip below 2x."

S&P could lower the rating if the subdued demand in key regions
persisted through 2025, leading to revenue and EBITDA growth being
less than it currently forecasts, and, as a result:

-- Debt to EBITDA remaining consistently and meaningfully above 7x
without expectations of an improvement;

-- FFO cash interest coverage remaining well below 2x with no
prospect of recovery;

-- FOCF generation turning sustainably negative; or

-- Liquidity coming under any strain.

S&P said, "We could revise the outlook to stable if demand in key
regions and end markets began to rise meaningfully, such that
Modulaire's credit metrics were substantially improving due to
higher earnings. In such a scenario, we expect to see debt to
EBITDA declining sustainably below 7x and FFO cash interest
coverage remaining consistently above 2x. We would also expect the
company to generate consistently positive FOCF."

BRIDGEGATE FUNDING: Fitch Lowers Rating on Class D Notes to 'B-sf'
------------------------------------------------------------------
Fitch Ratings has downgraded Bridgegate Funding PLC's class A to F
notes and removed all notes from Rating Watch Negative (RWN). The
Outlook on the class A notes is Stable, and the Outlooks on the
class B to D notes are Negative.

The rating actions follow the correction of an analytical error
related to the modelling of the principal deficiency ledger (PDL)
condition and ongoing weak asset performance.

   Entity/Debt               Rating            Prior
   -----------               ------            -----
Bridgegate Funding PLC

   A XS2549049612        LT AA+sf  Downgrade   AAAsf
   B XS2549049885        LT Asf    Downgrade   AAsf
   C XS2549050032        LT BB+sf  Downgrade   Asf
   D XS2549050206        LT B-sf   Downgrade   BB-sf
   E XS2549050461        LT CCCsf  Downgrade   B-sf
   F XS2549050628        LT CCsf   Downgrade   CCCsf
   X XS2442283565        LT CCsf   Affirmed    CCsf

Transaction Summary

The transaction is a securitisation of owner-occupied (OO) and
buy-to-let (BTL) mortgages originated by The Mortgage Business, a
subsidiary of Bank of Scotland Plc.

KEY RATING DRIVERS

Analytical Error Correction: During its review in November 2024,
Fitch identified an analytical error related to the modelling of
the PDL condition since the transaction's closing in January 2023.
Its previous modelling approach was based on the original intention
of managing the PDL, as confirmed by the cash manager. However,
Fitch found that the final documents did not align with this
intention. Following the last rating action, the cash manager has
confirmed that there is no plan to amend the transaction documents
to align with their original intention, despite the discrepancy.
Therefore, the application of principal to pay interest on the
notes is expected to continue.

As outlined in its November 2024 rating action commentary, if the
issuer is unable to update the documents, the notes would be
downgraded by up to four notches. Fitch has therefore updated its
analysis to correctly model the PDL condition. At closing, the
model-implied ratings (MIRs) should have been lower for the class
A, B, C, D and E notes, at 'AA+sf', 'A+sf', 'BBB+sf', 'BB+sf' and
'B+sf', respectively. Under its UK RMBS Rating Criteria, notes may
be rated one notch above or below the MIR. The class F and X notes
would not have passed a 'Bsf' stress and should therefore have been
assigned a rating of 'B-sf' or below.

Asset Performance Deterioration: The transaction's one-month plus
and three-month plus arrears increased over 2024 and were 24.2% and
18.6%, respectively, at the January 2025 interest payment date
(IPD), up from 22.2% and 16.2% at the January 2024 IPD. The
increase in arrears has resulted in the application of a higher
weighted average foreclosure frequency (WAFF) in its analysis. The
total number of loans in arrears has fallen from nine months ago,
suggesting stabilisation of arrears build-up, but the risk of loans
rolling into late-stage arrears remains a key rating driver.

Fitch has observed a sharp increase in loans marked as restructured
in the loan level data, which reached 28.3% of the total pool based
on the December 2024 pool (13.9% at the last review). Fitch
understands from the servicer that the restructured loans are not
new but are the result of the servicer being able to better
retrieve historical data. These restructurings are mainly
arrangements to pay arrears balances (23.8%), which Fitch does not
classify as a restructuring.

Insufficient Revenue for Interest Payments: The revenue generated
on the asset pool remains insufficient to pay senior fees and all
interest due on the notes. As a result, principal has been applied
to pay notes interest since the first IPD. Revenue insufficiency
was envisaged at closing, as Fitch assumed a PDL of GBP6.2 million.
However, the class Z PDL has continued to rise, with an average
GBP5.3 million recorded at each IPD, totaling 61.6% of the
outstanding class balance as of January 2025. Lack of excess
revenues affects the ability to clear future outstanding PDL
debits, unless asset collection rates improve.

Loans Past Maturity: As of January 2025, 12% of the collateral
portfolio had missed the final balloon payment at the respective
loan maturity date, versus 7% at closing. A portion of these has
been flagged as performing, as they are current with their interest
payments. Fitch classified these loans as restructured, reflecting
the assumption that if they are deemed performing by the servicer,
there is likely to have been some repayment arrangement or implicit
term extension. For loans past maturity that were classified as
restructured, Fitch assumed a date within the 12-24 month bucket to
be the last date in arrears, which affects 5.7% of the collateral.

Negative Outlook: The class B to D notes' ratings are dependent on
the servicer achieving the anticipated recovery rate on repossessed
properties, working out loans past maturity and collecting the
interest amounts due on the loans. These notes may become
vulnerable to further downgrades if the amounts realised are less
than expected.

RATING SENSITIVITIES

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

The transaction's performance may be affected by changes in market
conditions and economic environment. Weakening economic performance
is strongly correlated to increasing levels of delinquencies and
defaults that could reduce credit enhancement available to the
notes.

Fitch found that a 15% increase in WAFF and a 15% decrease in
weighted average recovery rate (WARR) indicate downgrades of no
more than three notches for the class A notes and four notches for
the class B and C notes. The class D notes would be in the
distressed rating category, while the class E, F and X notes will
remain at their distressed ratings.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and,
potentially, upgrades. Fitch found that a 15% decrease in the WAFF
and a 15% increase in the WARR would result in upgrades of no more
than one notch for the class A notes, and up to three notches each
for the class B, C and D notes. The sensitivity has no impact on
the class E, F and X notes.

CRITERIA VARIATION

Weaker-than-Expected Recovery Rate: As of the January 2025 IPD,
cumulative losses (GBP19.6 million) from repossessions (GBP49.2
million) have been added to the PDL to be recovered from future
excess revenue receipts. To date, there has not been sufficient
excess revenue to credit the PDL and these amounts remain
outstanding. The observed recovery rate is significantly below that
expected since closing and the notes' MIRs are sensitive to lower
recovery rates than those calculated by Fitch.

Fitch performed a forward-looking analysis by assuming wider losses
at all ratings to account for recovery rates below those envisaged
by its criteria assumptions. This included decreasing the WARR by
10% to align current observations with the 'Bsf' rating case. The
class B to D notes' ratings are up to two notches lower due to this
variation.

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

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

Prior to the transaction closing, Fitch reviewed the results of a
third-party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.

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

ESG Considerations

Bridgegate Funding PLC has an ESG Relevance Score of '4' for
Customer Welfare - Fair Messaging, Privacy & Data Security due to
high proportion interest-only loans in legacy OO mortgages, which
has a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

Bridgegate Funding PLC has an ESG Relevance Score of '4' for Human
Rights, Community Relations, Access & Affordability due to a
significant proportion of the pool containing OO loans advanced
with limited affordability checks, which has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.

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

DJC LEISURE: CG&Co Named as Joint Administrators
------------------------------------------------
DJC Leisure Limited was placed into administration proceedings in
in the High Court of Justice, Business and Property Courts in
Manchester, Insolvency and Companies List Court Number:
CR-2025-MAN-000631, and Edward M Avery-Gee and Daniel Richardson of
CG&Co, were appointed as joint administrators on April 29, 2025.  

DJC Leisure specialized in the development of building projects.

Its registered office is at Brook House Southport Business Park,
Wight Moss Way, Southport, England, PR8 4HQ. Changed to: C/O CG &
Co, 27 Byrom Street, Manchester, M3 4PF.

Its principal trading address is at Brook House Southport Business
Park, Wight Moss Way, Southport, England, PR8 4HQ.

The joint administrators can be reached at:

               Edward M Avery-Gee
               Daniel Richardson
               CG&Co
               27 Byrom Street Manchester
               M3 4PF

For further details contact

                Tel No: 0161 358 0210
                Email: info@cg-recovery.com



ELECTRIC ASSISTED: Begbies Traynor Named as Administrators
----------------------------------------------------------
Electric Assisted Vehicles Limited was placed into administration
proceedings in the High Court of Justice Business and Property
Courts of England and Wales, Insolvency and Companies List (ChD)
Court Number: CR-2025-BHM-000210, and Craig Povey and Gareth Prince
of Begbies Traynor (Central) LLP, were appointed as administrators
on April 29, 2025.  

Electric Assisted is a manufacturer of bicycles and invalid
carriages.

Its registered office is at Unit 6 And Unit 7, Wates Way, Acre
Estate, Banbury, OX16 3TS.

The administrators can be reached at:

                 Craig Povey
                 Gareth Prince
                 Begbies Traynor (Central) LLP
                 11th Floor, One Temple Row
                 Birmingham, B2 5LG

Any person who requires further information may contact:

                  Lucy Corbett
                  Begbies Traynor (Central) LLP
                  Email: birmingham@btguk.com
                  Tel No: 0121 200 8150

GOLD CREST: Antony Batty Named as Administrators
------------------------------------------------
Gold Crest Trading Limited was placed into administration
proceedings in the High Court of Justice Business and Property
Courts of England and Wales, Insolvency & Companies List (ChD)
Court Number: CR-2025-002697, and Jeffrey Mark Brenner and James
William Stares of Antony Batty & Company LLP, were appointed as
administrators on April 29, 2025.  

Gold Crest fka Goldcrest Surveyors Limited is a surveying company.

Its registered office is at Lyndhurst 1 Cranmer Street, Long Eaton,
Nottingham, NG10 1NJ.

Its principal trading address is at 8 Melbourne Business Court,
Derby, DE24 8LZ.

The administrators can be reached at:

                Jeffrey Mark Brenner
                James William Stares
                Antony Batty & Company LLP
                3 Field Court, Gray’s Inn
                London, WC1R 5EF

For further details contact

                Sheniz Bayram
                Tel No: 020 7831 1234
                Email: Sheniz@antonybatty.com

OMEGA PERSONNEL: Begbies Traynor Named as Administrators
--------------------------------------------------------
Omega Personnel Limited was placed into administration proceedings
in the Royal Courts of Justice Court Number: CR-2025-002584, and
Dominik Thiel-Czerwinke and Wayne MacPherson of Begbies Traynor
(Central) LLP, were appointed as administrators on April 25, 2025.


Omega Personnel is a recruitment agency.

Its registered office is at 5th Floor, Suite 23, 63-66 Hatton
Garden, EC1N 8LE.

The administrators can be reached at:

             Dominik Thiel-Czerwinke
             Wayne MacPherson
             Begbies Traynor (Central) LLP
             1066 London Road, Leigh-on-Sea
             Essex, SS9 3NA

Any person who requires further information may contact:

             Rosie Thurwood
             Paige Horton
             Begbies Traynor (Central) LLP
             E-mail: southendteamd@btguk.com
             Tel No: 01702 467255

TASTE OF THE WEST COUNTRY: SWBR Named as Joint Administrators
-------------------------------------------------------------
Taste of the West Country C.I.C. was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in Bristol, Insolvency & Companies List (ChD) Court Number:
CR-2025-BRS-000041, and Rob Coad and Sam Talby of SWBR, were
appointed as joint administrators on April 29, 2025.  

Trading as Taste of the West Country, the company specialized in
food services.

Its registered office and principal office is at Country House
Estate, London Road, Whimple, Exeter, Devon EX5 2NL.

The joint administrators can be reached at:

              Rob Coad
              Sam Talby
              SWBR
              Orchard St Business Centre
              13-14 Orchard Street, Bristol
              BS1 5EH

Further Details Contact:

             The Joint Administrators
             Email: charlie.cooper@undebt.co.uk


                           *********


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

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