---

       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

          Tuesday, May 13, 2025, Vol. 26, No. 95

                           Headlines



C Z E C H   R E P U B L I C

ENERGO-PRO A.S.: Fitch Assigns 'BB-(EXP)' Rating to Sr. Unsec Notes


F I N L A N D

MEHILAINEN YHTYMA: Fitch Affirms 'B' Long-Term IDR, Outlook Stable


G E R M A N Y

ADLER PELZER: Fitch Affirms 'B-' Long-Term IDR, Outlook Stable
OQ CHEMICALS: S&P Raises LT ICR to 'B-', Outlook Stable


I R E L A N D

GLENBROOK PARK: Fitch Affirms 'B-sf' Rating on Class F Notes
INDIGO CREDIT III: S&P Assigns Prelim B- (sf) Rating to F Notes
NORTHWOODS CAPITAL 19: S&P Cuts Cl. F Notes Rating to 'CCC+ (sf)'
TRINITAS EURO IX: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes


L A T V I A

AIR BALTIC: Fitch Affirms 'B-' LT IDR, Alters Outlook to Neg.


L U X E M B O U R G

PRIO LUXEMBOURG: Fitch Puts 'BB' FC IDR on Rating Watch Positive


N E T H E R L A N D S

EASTERN EUROPEAN: Fitch Rates EUR500M Sr. Secured Bond 'BB(EXP)'


S P A I N

BERING III: Fitch Assigns First-Time 'B' LT IDR, Outlook Stable
VIA CELERE: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable


T U R K E Y

ODEA BANK: Fitch Hikes LT Ex-Government Support IDR to 'B-(xgs)'


U N I T E D   K I N G D O M

GAK.CO.UK LTD: FRP Advisory Named as Joint Administrators
GATWICK AIRPORT: Moody's Ups Rating on Senior Secured Notes to Ba2
GUITAR AMP: FRP Advisory Named as Joint Administrators
HARBOUR ENERGY: Fitch Assigns 'BB' Rating to EUR900MM Hybrid Notes
SIPS.UK LTD: BRI Business Named as Joint Administrators

VICTORIA PLC: Fitch Lowers Long-Term IDR to 'CCC+'

                           - - - - -


===========================
C Z E C H   R E P U B L I C
===========================

ENERGO-PRO A.S.: Fitch Assigns 'BB-(EXP)' Rating to Sr. Unsec Notes
-------------------------------------------------------------------
Fitch Ratings has assigned ENERGO-PRO a.s.'s (EPas; BB-/Negative)
proposed notes an expected senior unsecured 'BB-(EXP)' rating, in
line with its Long-Term Issuer Default Rating (IDR).

The final rating is contingent on the receipt of final
documentation conforming materially to information already
received.

The proceeds will mainly be used to fund the acquisition of Baixo
Iguacu hydro power plant (HPP) in Brazil and for the partial
prepayment of USD435 million notes due 2027.

The Negative Outlook on Epas's IDR reflects its expectations of
weaker cash flow generation in 2025-2026, which together with the
debt-funded acquisition in Brazil will lead to net leverage at or
above its revised negative sensitivity, weak interest coverage, and
higher liquidity needs. The rating trajectory will depend on EPas's
ability to restore its credit ratios from 2027 and secure its
liquidity.

Key Rating Drivers

Expected Terms of Notes: The notes will constitute direct,
unconditional, unsubordinated and unsecured obligations of EPas and
rank pari passu among themselves and equally with all other
unsecured obligations. The notes will be unconditionally and
irrevocably guaranteed by operating companies within the EPas
group, which covered around 70% of consolidated EBITDA in 2024 (on
a pro-forma basis to account for acquisitions).

Bond Documentation Protection: Bondholders benefit from a set of
covenants, including a maximum threshold of net debt/EBITDA of 4.5x
for new debt incurrence, limitations on restricted payments
(restricted to 50% of consolidated net income, unless net
debt/EBITDA falls below 3.0x) and specific covenants restricting
asset sales, affiliate transactions and setting minimal ownership
of each guarantor.

Leverage Pressures; Expected Improvement: Fitch forecasts funds
from operations (FFO) net leverage at or above its negative
sensitivity in 2025 and 2026 at 5.5x and 6.2x, respectively. This
is due to the debt-funded acquisition of Baixo Iguacu HPP in
Brazil, declining EBITDA in Bulgaria, due to lower grid loss
allowances, and Georgia, due to faster return of excess profits
from prior periods, and large capex, contributing to negative free
cash flow (FCF). From 2027, Fitch expects FFO net leverage to
improve to around 5x, commensurate with the rating, as cash flows
improve and capex moderates. Failure to improve the financial
profile by 2027 will result in a downgrade.

Interest Coverage and Liquidity Challenges: Fitch forecasts FFO
interest cover below the negative sensitivity of 2.6x for
2025-2027, due to higher interest rates on new debt and weaker cash
flows in 2025-2026. Significant liquidity risk exists, requiring
market access to fund the Brazilian HPP acquisition that Fitch
expects to close in July 2025.

Improved Business Profile: Acquisitions in Spain, Turkiye and
Brazil (2023-2025) add around 1GW to EPas's installed capacity,
reaching 1.8GW primarily in clean energy (on closing of the
Brazilian HPP acquisition). Fitch views these acquisitions as
positive for the business profile due to increased scale and
geographical diversification, and the increased share of cash flows
in hard currencies, despite higher exposure to volatile operating
environments in Turkiye and Brazil. Fitch has therefore increased
EPas's debt capacity by 0.3x, with the negative sensitivity for the
'BB-' rating now at 5.5x FFO net leverage.

Improved Geographic Mix: Fitch forecasts Bulgaria's and Georgia's
combined average EBITDA share to decrease to 57% in 2025-2028 from
90% in 2022, while Turkiye's share will increase to 24% from 9%.
Brazil and Spain contribute an additional 13% and 6%,
respectively.

Share of Regulated Businesses: Regulated and quasi-regulated
activities accounted for 49% of EPas's EBITDA in 2024, down from
56% in 2023. EPas expects this share to start improving from 2025
as merchant prices have stabilised across all markets, newly
acquired HPPs in Turkiye will sell at fixed US dollar-linked
tariffs until 2030, and 49%-60% of Brazilian installed capacity
(84%-93% of physical guarantee) is contracted. Georgian HPPs' shift
to merchant reduces the regulated earnings share but enhances cash
flow, with merchant prices around four times higher than regulated
ones.

Volatile Cash Flows: EPas is exposed to volatile electricity market
prices, variable hydro generation and inconsistent regulatory
frameworks in Georgia and Bulgaria, leading to tariff changes and
working-capital swings. These factors limit cash flow
predictability, which is only partially balanced by a flexible
capex and dividend policy.

FX Mismatch Improving: EPas's 2024 debt is primarily denominated in
euros and US dollars, but FX fluctuations affect cash flows in
Georgian lari, and Turkish lira earnings for the merchant business.
Fitch forecasts these earnings to decrease to around 40% of group
EBITDA in 2025-2028, from around 56% in 2023, following the
consolidation of assets in Spain and Turkiye with US dollar-linked
tariffs. Brazilian assets avoid FX mismatch via local-currency
debt. The Bulgarian lev, which will affect 25% of group EBITDA over
2025-2028, is euro-pegged.

Increasing Capex: Fitch forecasts capex to increase to an annual
average EUR146 million during 2025-2028, compared with around
EUR114 million a year in 2021-2024. This is due to higher
maintenance capex for generation in Georgia and one-off projects in
Bulgaria and Turkiye.

Flexible Shareholder Distributions: Fitch forecasts shareholder
distributions at EUR40 million a year over 2025-2028, including
around EUR10 million a year to service the coupon on the parent
company DK Holding bonds. Distributions are flexible, constrained
only by a 4.5x net debt/EBITDA incurrence covenant.
Higher-than-expected distributions leading to an extended period of
high leverage could result in a downgrade.

Peer Analysis

EPas has a comparable share of regulated and quasi-regulated EBITDA
to Bulgarian Energy Holding EAD (BEH, BB+/Stable; Standalone Credit
Profile (SCP) bb). EPas has stronger geographical diversification
and a better carbon footprint, which is close to zero, while BEH
has larger scale of operations and lower exposure to FX. The
companies have similar debt capacity, and BEH's SCP is one notch
above EPas's due to lower forecast leverage. BEH's rating reflects
a one-notch uplift to reflect government support from Bulgaria.

Central European utilities like PGE Polska Grupa Energetyczna S.A.
(BBB/Stable), TAURON Polska Energia S.A. (BBB-/Stable), ENEA S.A.
(BBB/Stable) and MVM Zrt. (BBB/Stable) are larger and have stronger
market positions than EPas.

Another central European peer is Eastern European Electric Company
B.V. (EEEC, BB/Stable). EEEC is smaller and less diversified than
EPas but its rating is supported by its solid business profile,
focusing on regulated and predictable electricity distribution in
Bulgaria, along with a strong market position in supply and trade.
Both companies have comparable debt capacity.

EPas has a stronger business profile than Turkish power producers,
Zorlu Enerji Elektrik Uretim A.S. (B+/Stable), Aydem Yenilenebilir
Enerji Anonim Sirketi (B/Positive) and Limak Yenilenebilir Enerji
Anonim Sirketi (BB-/Stable), due to a better operating environment
and geographical diversification.

EPas has greater geographic diversification, more stable
regulation, and deeper integration into networks than
Uzbekhydroenergo JSC (BB-/Stable, SCP b+), a hydro producer with a
monopoly in Uzbekistan rated at the same level as the Republic of
Uzbekistan (BB-/Stable), reflecting its strong links with the
state.

Key Assumptions

- Consolidation of Baixo Iguacu HPP in 2H25

- Successful refinancing of upcoming maturities and raising EUR250
million to fund the Brazilian HPP acquisition

- Electricity generation at about 5.5 terawatt hours (TWh) annually
in 2025-2028

- Electricity distribution at about 11TWh annually in 2025-2028

- Market prices for electricity at around EUR90/MWh in Bulgaria,
EUR67/MWh in Turkiye and EUR76/MWh in Spain on average during
2025-2028

- Average annual capex of around EUR146 million during 2025-2028

- Average annual distributions to shareholders of EUR40 million
during 2025-2028

- Euro to US dollar at EUR1.07, euro to Turkish lira at TRL41-63
and euro to Georgian lari at GEL3.0-3.4 during 2025-2028 on
average

- Around EUR139 million of bonds at DK Holding level included as
off-balance-sheet obligations

RATING SENSITIVITIES

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

- New debt-funded acquisitions, higher distributions to
shareholders and lower profitability and cash generation leading to
FFO net leverage above 5.5x, and FFO interest coverage below 2.6x
on a sustained basis

- Significant weakening of the business profile, with lower
predictability of cash flows

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

- The Outlook could be revised to Stable if the negative
sensitivities above are not breached

Liquidity and Debt Structure

At end-2024, EPas had cash and equivalents of EUR106 million and
undrawn committed bank overdrafts of EUR170 million, with EUR62
million maturing within a year. EPas will face high liquidity needs
in 2025-2027 to finance the acquisition in Brazil of EUR250
million, make repayments related to opcos debt in Turkiye, Bulgaria
and Brazil of EUR36 million-75 million annually 2025-2027 and
refinance its USD435 million bond due in February 2027. Fitch
expects average FCF during 2025-2027 to be moderately negative at
about EUR15 million a year.

Fitch acknowledges that the group's liquidity profile will
materially benefit from the upcoming bond issuance.

Issuer Profile

EPas is a Czech Republic-based utility with operating companies in
Bulgaria, Georgia, Turkiye, Spain and Brazil. Core activities are
power distribution and electricity generation at HPPs and one
gas-fired plant, with total installed capacity of around 1.8GW
(after the recent acquisition).

Summary of Financial Adjustments

Bonds issued at DK Holding to fund the acquisition of Brazilian HPP
portfolio are treated as off-balance-sheet obligations and included
in debt ratios.

Net loans granted to the shareholder are reclassified as
dividends.

Date of Relevant Committee

24 April 2025

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

Epas has an ESG Relevance Score of '4' for Group Structure due to a
negative credit impact of bonds issued at EPas's sister company on
its credit metrics. Fitch treats those bonds as EPas's
off-balance-sheet debt, which adds around 0.5x to FFO net leverage
over 2025-2028,, which has a negative impact on the credit profile,
and is relevant to the ratings in conjunction with other factors.

Epas has an ESG Relevance Score of '4' for Governance Structure due
to the company being part of DK Holding, which is ultimately owned
by one individual, which has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.

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

   Entity/Debt             Rating                   Recovery   
   -----------             ------                   --------   
ENERGO-PRO a.s.

   senior unsecured    LT BB-(EXP)  Expected Rating   RR4



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

MEHILAINEN YHTYMA: Fitch Affirms 'B' Long-Term IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed Mehilainen Yhtyma Oy's (Mehilainen)
Long-Term Issuer Default Rating (IDR) at 'B' with a Stable
Outlook.

Fitch has also affirmed the senior secured rating of term loans
issued by Mehilainen's subsidiary Mehilainen Yhtiot Oy at 'B' with
a Recovery Rating of 'RR4'.

The rating affirmation reflects an expected improvement in
Mehilainen's business profile from the announced acquisitions,
which will be offset by a reduced leverage headroom given a
combination of incremental debt and equity to fund the
acquisitions.

The Stable Outlook reflects its view of a steady credit profile
with tight but adequate credit metrics and temporarily weaker free
cash flow (FCF) against Mehilainen's broadened operational
footprint with healthy EBITDA margins and supportive underlying
sector drivers.

Key Rating Drivers

Increasing Scale, Broadening Geographic Reach: Mehilainen's
announced acquisitions of Regina Maria (incl. Medigroup) and
InMedica will meaningfully increase its revenue and EBITDA with a
compatible range of service lines and broaden its geographic
footprint in new countries like Romania, Serbia and Lithuania, in
addition to its well-established operations in Finland. These
acquisitions are substantially larger than previous international
expansion efforts and bear higher execution risks given the
exposure to new regulatory regimes, although Fitch considers
integration related risks to be contained.

Pro forma the acquisition, Finland's share in total revenue will
decrease to about 70% from over 90%, although Fitch expects most
revenue to be still generated in Mehilainen's domestic market in
the medium term. Fitch estimates a broadly unchanged scope of
healthcare service lines and payer mix at group level, with a
marginally reduced contribution from the social care segment.

Accretive Profitability Contribution: Fitch expects that addition
of Regina Maria to Mehilainen Group will improve its EBITDA margins
given the target's stronger standalone profitability profile. Fitch
estimates limited operational synergies, with medium-term
profitability improvements supported by higher growth prospects in
new geographies. Also, Fitch remains cautious in expecting further
profitability improvements, given the high underlying operating
leverage of healthcare service providers and Mehilainen's already
strong-for-the-sector margins.

Strategy Drives Leverage Headroom: The announced acquisitions will
be supported by a combination of debt and equity absorbing most of
the leverage headroom under the rating. Mehilainen's strategy of
active inorganic international expansion increases its scale, but
acquisitions economics and funding mix will likely keep leverage at
consistently high levels, close to its negative sensitivity
thresholds in the medium term. Fitch consequently does not
anticipate a meaningful deleveraging trend amid continuing
acquisitions, although Fitch acknowledges the business's organic
de-leveraging capabilities.

Coverage Remains Tight: Mehilainen's lease-heavy operations,
coupled with increasing indebtedness and higher cost of cash debt
service, have consistently resulted in tight EBITDAR fixed-charge
cover, which Fitch continues to estimate at 1.6x-1.7x in the medium
term. This leaves limited room for operating underperformance that
could result in margin compression.

FCF Affected by Growth Capex: Its forecasts incorporate higher
capital intensity for acquired businesses that have historically
had sizeable greenfield projects in their pipeline, leading to
capex in mid-single digits for 2025-2026, which, coupled with
higher interest burden, could lead to mildly negative FCF in 2025
and neutral FCF margins in 2026-2027. Consistently neutral
non-discretionary FCF could put pressure on Mehilainen's credit
profile, taking into account its active M&A policy.

Leverage Calculations and Sensitivities Rebased: Under Fitch's
updated Corporate Rating Criteria, Mehilainen's historical and
forecast EBITDAR leverage metrics have reduced by about 1.0x versus
previous levels. Fitch has consequently adjusted its positive and
negative sensitivities accordingly, leaving its assessment of
Mehilainen's debt capacity unchanged.

Peer Analysis

Unlike most Fitch-rated private healthcare service providers with a
narrow focus on either healthcare or social care services,
Mehilainen is an integrated service provider with diversified
operations across both markets. In Finland, it has a meaningful
national presence in each type of service, making its business
model more resilient to weaknesses in individual service lines.
Mehilainen also benefits from a stable regulatory framework in its
core markets, which encourage competition from private healthcare
providers, although it has led to some margin pressures
historically, with higher staff-to-patient requirements.

Mehilainen's financial leverage is balanced by adequate operating
profitability and positive underlying cash flow generation given
its asset-light business model with moderate capital intensity.

Mehilainen and French private hospital operator Almaviva
Developpement's (B/Stable) ratings reflect strong national market
positions, reliance on stable regulation limiting the scope for
profitability improvement, low single-digit FCF margins,
moderate-to-high leverage of 5.0x-7.0x and M&A-driven growth
strategies.

Key Assumptions

- Pro-forma sales of about EUR3.0 billion in 2025, increasing
towards EUR3.8 billion by 2028, supported by steady underlying
organic growth of 6%-7%, supplemented by bolt-on M&A;

- EBITDA margin (Fitch-defined, excluding IFRS 16 adjustments) of
14%-15%;

- Capex at mid-single digits;

- Contained working capital cash outflows of about EUR10 million a
year;

- Bolt-on acquisition spending averaging EUR200 million a year in
2026-2028;

- No shareholder distributions.

Recovery Analysis

The recovery analysis assumes that Mehilainen would be reorganised
as a going concern (GC) in bankruptcy rather than liquidated. Fitch
estimates post-restructuring GC EBITDA at about EUR150 million,
which does not include expected contribution from announced
acquisitions of Regina Marina and InMedica. Fitch views this level
of EBITDA as appropriate for the company to remain a GC, reflecting
possible corrective restructuring measures post-distress.

Fitch continues to apply a distressed enterprise value/EBITDA
multiple of 6.5x, implying a premium of 0.5x over the sector
median, reflecting Mehilainen's stable regulatory regime for
private-service providers in its home market in Finland and the
company's strong market positions across diversified service lines
with inherently profitable and cash-generative operations.

The allocation of value in the liability waterfall results in a
Recovery Rating of 'RR4' for the senior secured debt of EUR1,860
million, including the Delayed Draw EUR110 million, indicating a
'B' instrument rating. The term loan B ranks pari passu with the
EUR200 million revolving credit facility (RCF), which Fitch assumes
to be fully drawn prior to distress for analysis purposes.

RATING SENSITIVITIES

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

- Pressure on profitability, with the EBITDA margin declining
towards 10% on a sustained basis as a result of weakening organic
performance, productivity losses with fewer customer visits, lower
occupancy rates, pressure on costs or weak integration of
acquisitions

- Risk to the business model resulting from adverse regulatory
changes to public and private funding in the Finnish healthcare
system, including from the health and social services reform

- EBITDAR leverage above 6.5x and cash from operations-capex/total
debt falling to low single digits due to operating underperformance
or aggressively funded M&A, or EBITDAR fixed-charge cover below
1.5x

- FCF margins deteriorating towards a neutral level

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

- Successful execution of medium-term strategy leading to a further
increase in scale with EBITDA margins above 13% on a sustained
basis

- Continued supportive regulatory environment and Finnish
macro-economic factors

- FCF margins remaining at mid-single-digit levels

- EBITDAR leverage improving towards 5.0x and EBITDAR fixed-charge
cover trending towards 2.0x

Liquidity and Debt Structure

Mehilainen's liquidity at end-2024 remained satisfactory, with
EUR105 million of Fitch-calculated readily available cash,
supported by EUR200 million RCF, almost entirely undrawn with
neutral-to-mildly positive FCF generation.

Debt maturity profile is long-dated, with the majority of debt
maturing in 2031.

Issuer Profile

Mehilainen Yhtyma Oy is an integrated provider of primary
healthcare and social care services, operating through over 890
units across Finland, Estonia, Sweden and Germany.

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

Mehilainen Yhtyma Oy has an ESG Relevance Score of '4' for Exposure
to Social Impacts due to the company operating in highly regulated
healthcare and social-care markets, with a dependence on the public
healthcare funding policy, which has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.

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

   Entity/Debt               Rating       Recovery   Prior
   -----------               ------       --------   -----
Mehilainen Yhtiot Oy

   senior secured      LT     B  Affirmed   RR4      B  

Mehilainen Yhtyma Oy   LT IDR B  Affirmed            B



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

ADLER PELZER: Fitch Affirms 'B-' Long-Term IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Adler Pelzer Holding GmbH's (APG)
Long-Term Issuer Default Rating (IDR) at 'B-' with a Stable Outlook
and senior secured instrument rating at 'B', with a Recovery Rating
of 'RR3'.

The affirmation reflects APG's leveraged financial structure and
weak but slightly improving profitability, with historically
negative cash flow. These challenges are offset by its strong
market position, technical expertise and good relationships with
original equipment manufacturers (OEM) and healthy order book,
making its business profile robust for its rating.

The Stable Outlook reflects its expectations that APG will maintain
a financial structure consistent with the rating and stable
operating margins despite short-term market challenges, aided by
operational efficiencies and OEM pass-through mechanisms. However,
Fitch expects free cash flow (FCF) generation to remain weak in the
next two to three years, due to high funding costs, dividends to
minorities, and working capital needs.

Key Rating Drivers

Negligible Direct Tariff Impact: APG seems to be largely protected
from the direct effects of tariff introductions in the US market.
The company operates 11 production facilities in the US and has
minimal NAFTA cross-border sales. APG is capable of increasing US
production without requiring additional expansionary capex, and
Fitch do not expect the related profit margin impact to be
significant. However, Fitch anticipates a secondary impact on the
company's NAFTA sales from a drop in the number of vehicles sold in
the US market, particularly in the short term.

Weak Cash Flow Generation: Fitch forecasts a reduction in APG's FCF
deficits as a result of moderate fixed charges absorption
improvement in 2027 and 2028. In 2024, APG experienced a
larger-than-anticipated FCF deficit due to higher-than-expected
dividends to non-controlling interests, taxes, and net working
capital requirements driven by timing effects on receivables
collection. The company's FCF is strained by the high funding costs
associated with the EUR400 million bond and term loan maturing in
2027, as well as dividends to minorities, due to several fully
consolidated joint ventures (JVs) that are only 50% controlled.

Limited Deleveraging Likely: Fitch anticipates only modest
deleveraging opportunities, as the potential for substantial EBITDA
growth in 2025-2026 is restricted by expected automotive market
challenges, coupled with weak cash flow generation. At end-2024,
APG maintained stable year-on-year EBITDA leverage due to increased
EBITDA, despite a rise in gross debt from the issuance of a EUR68
million term loan in August 2024. The company's net leverage was
higher than Fitch anticipated, primarily due to the
larger-than-expected FCF deficit.

Enhanced Operating Margins: Despite a reduction in revenue, APG's
Fitch-adjusted EBIT margin improved in 2024, rising to 4.2% from
3.1% in 2023. The improvement was driven by completion of
acquisition integration, operational efficiencies, and a
pass-through mechanism. Fitch anticipates that the company will
sustain a similar margin level in 2025-2026, despite intensified
market challenges, thanks to disciplined cost management and
compensation arrangements with OEMs. Fitch expects a moderate
increase in its EBIT margin in 2027-2029, supported by an improved
product mix and automotive production environment.

Robust Order Book: Fitch anticipate that the projected decline in
automotive production volumes during 2025-2026 may lead to a higher
rate of cancellations or project postponements for APG.
Nevertheless, the company's order book for 2025-2034 remains strong
at EUR12.8 billion, offering good revenue visibility for the coming
years. To date, the company has not observed any major customer
cancellations on awarded projects and remains confident that the
new orders received will support its EBITDA growth objectives. The
order book also highlights the company's leading market position
and enduring relationships with OEMs.

Considerable Trapped Cash: At end-2024, APG reported cash holdings
of approximately EUR212 million, representing nearly 10% of its
2024 revenue. Fitch considers around EUR40 million of this amount
unavailable for debt repayment due to limited ownership in certain
fully consolidated joint ventures. Additionally, Fitch restricts
accessible cash to about 2% of annual sales due to intra-year net
working capital fluctuations and cash located in countries that
impose restrictions on capital movements or render cash upstreaming
for debt repayment economically inconvenient.

Extended Trade Payable Terms: In 2024, APG's average payable days
remained relatively stable at 128 days. Fitch recognises the
company's ability to leverage bargaining power to extend payment
terms and reduce capital employed. However, Fitch still views these
extended payable conditions as a potential downside risk for APG's
cash flow and leverage, particularly if suppliers begin to
significantly shorten payable days.

Peer Analysis

APG's business model aligns well with the 'BB' rating category. The
company has a leading market position and a strong presence in the
supply chain, thanks to its extensive technical expertise in
acoustic and thermal insulation solutions and long-standing
relationships with OEMs. Despite recent acquisitions, APG remains
considerably smaller than typical Fitch-rated auto suppliers.
Similarly rated US-based producers, such as Garrett Motion, Inc.
(BB-/Positive) and Tenneco LLC (B/Positive), benefit from more
stable and profitable after-market business revenue, which APG
lacks.

Despite some improvements in 2024, APG's operating and cash flow
margins remain at the lower end compared with other auto suppliers,
with an EBIT margin slightly above 4% and negative FCF, primarily
due to high interest payments and greater-than-expected net working
capital needs and tax obligations. The company's leverage profile
is at the lower end of the 'b' category according to its criteria
for auto suppliers, with moderate prospects for deleveraging based
on its current forecasts.

Key Assumptions

Key Assumptions Within Its Base Case for the Issuer

- Sales CAGR of 1.4% in 2024-2028, with a low single digit drop in
2025, due to lower car production volume, followed by moderate
recovery.

- Fitch-adjusted EBIT margin trending towards 5% by 2028 on higher
content per vehicle and improving operating efficiency. Fitch
expects the margin to decline by 30bp in 2025 on lower utilisation
rates.

- Fitch assumes payment in kind interest on the shareholder loan
with refinancing under the same terms. Fitch also assumes the bond,
Barclays loan and revolving credit facility (RCF) refinancing at
slightly lower rates.

- NWC outflow at 0.3% of sales on average from 2025-2028.

- Capex at 3.4% of sales on average a year to 2028.

- No dividends to common shareholders. Dividends to non-controlling
interests at EUR20 million a year.

Recovery Analysis

The recovery analysis anticipates that APG would be reorganised as
a going concern (GC) in bankruptcy rather than being liquidated.
Fitch has factored in a 10% administrative claim.

Fitch projects a GC EBITDA of EUR120 million, expecting APG to
achieve this post-restructuring EBITDA by refocusing its operations
on more profitable products and regions. Fitch also considers that
OEMs might opt to transfer their contracts to more financially
stable customers during APG's restructuring.

To estimate APG's post-reorganisation enterprise value, Fitch
applied a multiple of 4.5x to the GC EBITDA. This multiplier
reflects the company's technical expertise, established
relationships with OEMs, and strong market share, aligning with
similar car suppliers that have a stable market position and larger
critical mass.

Fitch ranks APG's EUR400 million senior secured notes, and the
EUR68 million term loan issued in 2024, as subordinated in the
distribution of recovery proceeds, behind its factoring lines,
super senior RCF, and debt issued by group subsidiaries. Fitch
assumes that the group's non-guarantors hold no financial debt.

This value allocation in the liability waterfall results in a
recovery corresponding to 'RR3' for the senior secured notes.

RATING SENSITIVITIES

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

- EBIT margin below 2% on a sustained basis

- Persistently negative FCF margin on a sustained basis

- EBITDA gross and net leverage above 4.5x and 4.0x, respectively,
on a sustained basis

- EBITDA interest coverage below 2.0x

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

- EBIT margin above 4% on a sustained basis

- FCF margin above break-even on a sustained basis

- EBITDA gross and net leverage below 3.5x and 3.0x, respectively,
on a sustained basis

Liquidity and Debt Structure

At end-2024, APG reported EUR212 million cash and equivalents at
end-2024, representing nearly 10% of the group's turnover. Fitch
estimates that approximately EUR45 million of this is not readily
accessible for debt repayment due to intra-year net working capital
fluctuations. Fitch also restrict about EUR40 million due to the
lack of ownership over cash held within fully consolidated but only
partially owned joint ventures. Despite these constraints, the
company retains a satisfactory level of financial flexibility,
supported by a partially used committed super senior EUR55 million
RCF set to mature in 2027 and factoring facilities.

The bond and loan issuances in 2023 and 2024 of EUR400 million and
EUR68 million, respectively, which mature in 2027, reduced
short-term refinancing risks but led to higher funding costs, with
cash interest payments doubling from 2022 to 2024. At end-2024,
APG's short-term debt maturities primarily consist of bank
facilities, which are expected to be renewed or refinanced. Fitch
notes a significant debt maturity wall in 2027, as the company will
need to refinance the main credit facilities of over EUR500
million.

Issuer Profile

APG is a worldwide leader in design, engineering and manufacturing
of acoustic and thermal components and systems for the automotive
sector. Headquartered in Hagen, Germany, the company is present in
22 countries with 85 production facilities and 13 R&D centres.

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
   -----------                ------        --------   -----
Adler Pelzer Holding
GmbH                    LT IDR B- Affirmed             B-

   senior secured       LT     B  Affirmed    RR3      B

OQ CHEMICALS: S&P Raises LT ICR to 'B-', Outlook Stable
-------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on OQ
Chemicals International Holding GmbH as well as OXEA's other
issuing entities and its issue rating on the company's senior
secured debt to 'B-' from 'D'.

The stable outlook reflects that S&P's view that OXEA will start
generating positive FOCF of over EUR30 million under the new
capital structure, with adjusted leverage of 5.0x-5.5x in
2025-2026.

Following the recapitalization transaction, OXEA's gross debt has
reduced by EUR400 million. On April 9, 2025, Strategic Value
Partners and Blantyre Capital announced that their funds have
acquired OXEA; they now own 75% and 25% of the company,
respectively. The two lenders' holdings of the existing term loans
have been equitized, and the consortium of new owners provided new
cash equity of about EUR133 million. The priority loans have also
been repaid. Following the transaction, OXEA's gross debt has
reduced by about EUR400 million.

OXEA's debt structure now mainly comprises:

-- A EUR394.5 million term loan B, due in April 2031.

-- A $362 million term loan B, due April 2031.

-- Asset-backed securities (ABS) programs of about EUR75 million
and $50 million.

The transaction has also given OXEA a comfortable cash holding of
about EUR147 million. However, at the time of the transaction, it
does not have any revolving credit facilities.

S&P said, "We expect a swift reduction in S&P Global
Ratings-adjusted debt to EBITDA to 5.0x-5.5x in 2025-2026, from
over 10x in 2024. The improvement in the EBITDA also supports the
deleveraging of the company, see below. Our main adjustments to the
debt include the lease liabilities of about EUR30 million, the
drawn amounts under the ABS program of about EUR85 million, and
pension liabilities of about EUR50 million. We do not net the cash
in our metrics. We also treat the shareholder loan (outstanding
amount of about EUR360 million) -- formerly held by Majan Energy BV
and now held by an OXEA topco entity--as equity under our criteria.
We consider OXEA to have adequate leverage headroom at the current
'B-' rating.

"We anticipate OXEA's adjusted EBITDA will improve, leading to
positive FOCF in 2025-2026. We do not anticipate meaningful volumes
and sales recovery in 2025. However, we expect an improvement in
adjusted EBITDA and cash flows, on the back of much lower
restructuring costs and consultancy fees, as the company completed
its recapitalization transaction. Management and owners have also
identified several initiatives to decrease the cost base and boost
revenue growth over the coming years. Overall, we expect an S&P
Global Ratings-adjusted EBITDA margin of 12%-13% in 2025-2026, from
about 9% in 2024. Last year, OXEA also completed its Propel project
(the integrated supply of propionaldehyde, utilities, and sites
services to Röhm at the Bay City site). As a result, we expect the
intermediate segment activity and profitability in the U.S. to
increase as production ramps up. We also expect capex of about
EUR60 million in 2025 and EUR75 million in 2026, leading to FOCF of
over EUR30 million annually. The company will also benefit from
lower interest costs due to the lower debt amount. Its working
capital position may also improve as suppliers normalize their
payment terms.

"However, OXEA needs to build a track record of posting robust
performance under its new ownership and management team, amid a
challenging macro-environment. In our view, the change in ownership
and capital structure will allow OXEA to focus on its operations.
The new owners may be closer to OXEA's business and better
positioned to deliver profitability improvement. However, we will
monitor the company's and the consortium's willingness to maintain
adequate financial leverage. Our rating action also factors in the
volatile and uncertain macro-environment. We note that OXEA's
performance in the first months of the year was slightly below the
company's budget. While we do not anticipate a significant direct
impact from U.S. tariffs on OXEA, indirect repercussions such as
weaker business sentiment and lower demand are likely. We note that
some of OXEA's end-markets have recently shown low demand, such as
paints and coatings, automotives, and construction.

"The stable outlook reflects that our view that the company will
start generating positive FOCF of over EUR30 million under the new
capital structure, with adjusted debt to EBITDA of 5.0x-5.5x in
2025-2026."

S&P could lower the rating if:

-- OXEA's performance sharply deteriorates, for example due to the
weak macro-environment or due to operational issues, such that its
capital structure becomes unsustainable.

-- Liquidity pressure arises.

S&P could raise the rating if:

-- OXEA builds a track record of generating resilient performance
under the new ownership and management, with adjusted debt to
EBITDA consistently below 6.0x.

-- The company generates continual and significant positive FOCF.

-- Liquidity remains adequate.



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

GLENBROOK PARK: Fitch Affirms 'B-sf' Rating on Class F Notes
------------------------------------------------------------
Fitch Ratings has affirmed Glenbrook Park CLO DAC's notes.

   Entity/Debt           Rating           Prior
   -----------           ------           -----
Glenbrook Park
CLO DAC

   A XS2633754598    LT AAAsf  Affirmed   AAAsf
   B XS2633754754    LT AAsf   Affirmed   AAsf
   C XS2633754911    LT Asf    Affirmed   Asf
   D XS2633755132    LT BBB-sf Affirmed   BBB-sf
   E XS2633755306    LT BB-sf  Affirmed   BB-sf
   F XS2633755561    LT B-sf   Affirmed   B-sf

This rating review was prompted by the discovery of the
participation in the previous rating committees that reviewed this
rating by a rating committee member, who should not have been
taking part in the committees because they were in their "cooling
off" period with respect to the relevant party around which that
analyst must rotate. The previous committees took place on 16 May
2024 and 27 February 2025. Fitch reconvened a rating committee as
soon as the analysis could be updated following this discovery, to
determine if the date of the original committee or the rating
action could have been influenced by a conflict of interest. The
new rating committee did not identify any such conflict.

Transaction Summary

The transaction is a cash flow CLO comprising mostly senior secured
obligations. It is actively managed by Blackstone Ireland Limited.
It will exit its reinvestment period in March 2028.

KEY RATING DRIVERS

Stable Performance: The transaction is currently 0.3% below par and
exposure to assets with a Fitch-derived rating of 'CCC+' and below
is 5.8%, according to the trustee report dated 8 April 2025.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors at 'B'/'B-'. The
weighted-average rating factor, as calculated by Fitch under its
latest criteria, is 25.3.

High Recovery Expectations: Senior secured obligations comprise
98.9% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The weighted average recovery rate, as calculated
by Fitch, is 62.4%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. No obligor represents more than
1.3% of the portfolio balance. Exposure to the three-largest
Fitch-defined industries is 38%, as calculated by Fitch.

Cash Flow Modelling: The transaction is in its reinvestment period
until March 2028, and the manager can reinvest principal proceeds
and sale proceeds from credit-improved obligations and credit-risk
obligations, subject to compliance with the reinvestment criteria.
Given the manager's ability to reinvest, Fitch's analysis is based
on a stressed portfolio and tested the notes' achievable ratings
across the Fitch matrix, since the portfolio can still migrate to
different collateral quality tests.

RATING SENSITIVITIES

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

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.

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

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

Glenbrook Park CLO DAC

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.

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 Glenbrook 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.

INDIGO CREDIT III: S&P Assigns Prelim B- (sf) Rating to F Notes
---------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Indigo
Credit Management III DAC's class A to F notes. At closing, the
issuer will also issue unrated subordinated notes.

The portfolio's reinvestment period will end approximately 4.5
years after closing, while the non-call period will end 1.5 years
after closing.

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

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,710.26
  Default rate dispersion                                 424.09
  Weighted-average life including reinvestment (years)      5.01
  Obligor diversity measure                                99.67
  Industry diversity measure                               23.91
  Regional diversity measure                                1.25

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           0.00
  Target 'AAA' weighted-average recovery (%)               38.04
  Target weighted-average coupon (%)                        4.75
  Target weighted-average spread (net of floors; %)         3.99

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

Rating rationale

S&P said, "We expect the portfolio to be well-diversified,
primarily comprising broadly syndicated speculative-grade senior
secured term loans and senior secured bonds. Therefore, we have
conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR425 million target par
amount, the covenanted weighted-average spread (3.75%), and the
covenanted weighted-average coupon (4.00%) as indicated by the
collateral manager. We have assumed the covenanted weighted-average
recovery rates for all rated notes (36.84% at 'AAA'). We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

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

"For the class F notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses
commensurate with a lower rating. However, we have applied our
'CCC' rating criteria, resulting in a preliminary 'B- (sf)' rating
on this class of notes."

The ratings uplift for the class F notes reflects several key
factors, including:

-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.

-- The portfolio's average credit quality, which is similar to
other recent CLOs.

-- S&P's model generated break-even default rate at the 'B-'
rating level of 25.70% (for a portfolio with a weighted-average
life of 5.01 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 5.01 years, which would result
in a target default rate of 15.53%.

-- S&P does not believe that there is a one-in-two chance of this
note defaulting.

-- S&P does not envision this tranche defaulting in the next 12-18
months.

-- Following this analysis, S&P considers that the available
credit enhancement for the class F notes is commensurate with the
assigned preliminary 'B- (sf)' rating.

Until the end of the reinvestment period on Dec. 12, 2029, the
collateral manager may substitute assets in the portfolio for so
long as S&P's CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and compares
that with the current portfolio's default potential plus par losses
to date. As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.

S&P said, "Under our structured finance sovereign risk criteria, we
consider that the transaction's exposure to country risk is
sufficiently mitigated at the assigned preliminary ratings.

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

"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.

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

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

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

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit or limit assets from being
related to certain industries. Since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

  Ratings

          Prelim.  Prelim. amount
  Class   rating*   (mil. EUR)    Sub (%)    Interest rate§

  A       AAA (sf)     261.30     38.52   Three/six-month EURIBOR
                                          plus 1.40%

  B-1     AA (sf)       34.70     28.00   Three/six-month EURIBOR
                                          plus 2.20

  B-2     AA (sf)       10.00     28.00   5.10%

  C       A (sf)        27.60     21.51   Three/six-month EURIBOR
                                          plus 3.00%

  D       BBB- (sf)     29.70     14.52   Three/six-month EURIBOR
                                          plus 4.25%

  E       BB- (sf)      19.20     10.00   Three/six-month EURIBOR
                                          plus 6.75%

  F       B- (sf)       13.80      6.75   Three/six-month EURIBOR
                                          plus 8.26%

  Sub. Notes   NR       35.80       N/A   N/A

*The preliminary ratings assigned to the class A, B-1, and B-2
notes address timely interest and ultimate principal payments. The
preliminary ratings assigned to the class C to F notes address
ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

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

NORTHWOODS CAPITAL 19: S&P Cuts Cl. F Notes Rating to 'CCC+ (sf)'
-----------------------------------------------------------------
S&P Global Ratings lowered its credit ratings on Northwoods Capital
19 Euro DAC's class D notes to 'BBB- (sf)' from 'BBB (sf)', class E
notes to 'B- (sf)' from 'BB- (sf)', and class F notes to 'CCC+
(sf)' from 'B- (sf)'. At the same time, S&P affirmed its 'AAA (sf)'
rating on the class A notes, its 'AA (sf)' ratings on the class B-1
and B-2 notes, and its 'A (sf)' rating on the class C notes.

The rating actions follow the application of our global corporate
CLO criteria and its credit and cash flow analysis of the
transaction based on the February 2025 payment trustee report.

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

The transaction closed in November 2019:

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

-- The portfolio is diversified with 131 performing obligors.

-- The portfolio's weighted-average life (WAL) is 4.096 years.

-- The percentage of defaulted rated assets is 2.10%.

-- The percentage of 'CCC' rated assets is 5.71%.

-- The current scenario default rate (SDR) is primarily driven by
the higher WAL.

  Portfolio benchmarks

  Current

  SPWARF                               2,888.37
  Default rate dispersion                627.93
  Weighted-average life (years)           4.096
  Obligor diversity measure             104.757
  Industry diversity measure             16.249
  Regional diversity measure              1.244

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

On the cash flow side:

-- The reinvestment period for the transaction ended in May 2024.


-- The class A notes have not started deleveraging.

-- Credit enhancement has decreased across all classes of notes
since closing, as loss of par in the transaction amounts to
EUR11.787 million including current defaulted assets in the
portfolio being held at a haircut.

-- Current cash in the transaction is negative EUR5.934
million--the manager continues to trade post reinvestment period
with proceeds from credit-impaired and credit-improved assets and
unscheduled amounts.

-- No class of notes is currently deferring interest.

-- All coverage tests are passing as of the February 2025 trustee
report.

  Transaction key metrics

  Current

  Total collateral amount (mil. EUR)*          388.212
  Defaulted assets (mil. EUR)                    8.144
  Number of performing obligors                    131
  Portfolio weighted-average rating                  B
  'CCC' assets (%)                                5.71
  'AAA' SDR (%)                                  61.98
  'AAA' WARR (%)

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

S&P said, "In our view, the portfolio is diversified across
obligors, industries, and asset characteristics. Nevertheless,
credit enhancement has decreased across all classes due to par loss
in the transaction. While the transaction is out of its
reinvestment period, the manager has continued to reinvest rather
than use all available principal to pay down the most senior class.
We consider that the manager may continue to reinvest unscheduled
redemption and sales proceeds from credit-impaired and
credit-improved assets. Such reinvestments, as opposed to repayment
of the liabilities, may therefore prolong the note repayment
profile for the most senior class. At the same time, the WAL test
is failing by an increasing margin. The weighted-average recovery
rate has decreased since closing and against similar transactions
post the reinvestment period."

S&P said, "Our downgrade of the class F notes reflects the
deterioration in our cash flow results, given the decreased credit
enhancement to 3.92% from 6.75% at closing and the abovementioned
factors. This tranche continues to face shortfalls under our
standard cash flow analysis at the 'B' rating level.

"Therefore, we applied our 'CCC' criteria to assess if either a
rating of 'B-' or a rating in the 'CCC' category would be
appropriate. Our 'CCC' rating criteria specify the need to assess
whether there is any reliance on favorable business, financial, and
economic conditions to meet the payment of interest and principal.

"We considered our model-generated BDR at the 'B-' rating level of
8.00%, versus if we were to consider a long-term sustainable
default rate of 3.1% for the WAL of 4.096 years, which would result
in a target default rate of 12.698%. This would result is a loss to
class F noteholders at this rating level unless the deal performs
better than under our stressed scenarios.

"Therefore, in our view, payment of interest and principal on the
class F notes does depend on favorable business, financial, and
economic conditions. Given that we do not expect these notes to
face a near-term (within 12 months) credit or payment crisis, we
have lowered our rating to 'CCC+ (sf)'.

"Our cash flow analysis indicated higher ratings than those
currently assigned to the class B-1, B-2, and C notes. However, the
rating actions also reflect the lower credit enhancement, the most
senior notes' limited amortization, and the transaction's increased
WAL risk. The higher WAL may delay repayment of the liabilities and
therefore prolong the most senior notes' repayment profile. We also
considered the portion of senior notes outstanding, and the current
macroeconomic environment. We therefore affirmed our ratings on
these tranches.

"At the same time, we affirmed our rating on the class A notes.
Their available credit enhancement remains commensurate with the
assigned rating.

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

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

Northwoods Capital 19 Euro is a European cash flow CLO transaction
that securitizes loans granted to primarily speculative-grade
corporate firms. Northwoods European CLO Management LLC manages the
transaction.


TRINITAS EURO IX: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Trinitas Euro CLO IX DAC's notes
expected ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.

   Entity/Debt             Rating           
   -----------             ------           
Trinitas Euro
CLO IX DAC

   Class A XS3047455418        LT AAA(EXP)sf  Expected Rating
   Class B XS3047455764        LT AA(EXP)sf   Expected Rating
   Class C XS3047455681        LT A(EXP)sf    Expected Rating
   Class D XS3047456143        LT BBB-(EXP)sf Expected Rating
   Class E XS3047456226        LT BB-(EXP)sf  Expected Rating
   Class F XS3047456572        LT B-(EXP)sf   Expected Rating
   Subordinated XS3047456739   LT NR(EXP)sf   Expected Rating

Transaction Summary

Trinitas Euro CLO IX DAC is a securitisation of mainly senior
secured loans and secured senior bonds (at least 90%) with a
component of senior unsecured, mezzanine and second-lien loans.
Note proceeds will be used to fund a portfolio with a target par of
EUR375 million. The portfolio is actively managed by Trinitas
Capital Management, LLC. The CLO has an about 4.5-year reinvestment
period and an around 8.5-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor of the identified portfolio is
23.8.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 63.2%.

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

Portfolio Management (Neutral): The transaction will have a
reinvestment period of 4.5 years 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 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, the 7.5% limit for the
combination of Fitch 'CCC' and defaulted obligations after
reinvestment, and a WAL covenant that progressively 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 the stress period.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would not have any rating impact on the notes.

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than Fitch initially assumed, due to
unexpectedly high defaults and portfolio deterioration. The class B
to F notes have rating cushions of two notches due to the better
metrics and shorter life of the identified portfolio than the
Fitch-stressed portfolio, and the class A notes have no rating
cushion as they are already at the highest achievable rating.

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

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of Fitch's stress portfolio
would lead to upgrades of up to five notches, except for the
'AAAsf' rated notes, which are at the highest level on Fitch's
scale and cannot be upgraded.

Based on Fitch's stress portfolio, upgrades may occur during the
reinvestment period on better-than-expected portfolio credit
quality and a shorter remaining WAL test, meaning the notes are
able to withstand larger-than-expected losses for the transaction's
remaining life. Upgrades may occur after the end of the
reinvestment period if portfolio credit quality is stable and
deleveraging continues, leading to higher credit enhancement and
excess spread available to cover 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

Most 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 Trinitas Euro CLO
IX 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.



===========
L A T V I A
===========

AIR BALTIC: Fitch Affirms 'B-' LT IDR, Alters Outlook to Neg.
-------------------------------------------------------------
Fitch Ratings has revised the Outlook on Air Baltic Corporation
AS's (airBaltic) Long-Term Issuer Default Rating (IDR) to Negative
from Stable and affirmed the IDR at 'B-'. Fitch has also affirmed
airBaltic's senior secured EUR380 million bonds long-term rating at
'B' with a Recovery Rating of 'RR3'.

The Negative Outlook reflects uncertainty about the timing and
proceeds from the planned IPO, which is critical for airBaltic's
expansion. The company's 2024 operating performance was weaker than
its forecasts and Fitch now expects EBITDAR leverage to remain
significantly above the negative rating sensitivity in 2025.

The IDR reflects airBaltic's weak financial profile, due to high
lease debt used to fund fleet growth and limited financial
flexibility. Rating strengths are its leading position in the
Baltic region, new-generation and fuel-efficient fleet and business
diversification through the wet leasing of aircraft to larger EMEA
carriers.

Key Rating Drivers

IPO Delayed: Fitch had anticipated the company's IPO in 2025, but
this has been delayed by several factors. A vote of no confidence
in the chief executive officer (CEO) led to leadership changes,
with the former chief operating officer stepping in as interim CEO.
The government continues to target the IPO, but there is less
visibility of timing and proceeds. The IPO could still happen by
the end of the year, but Fitch believes it is more likely to be
postponed to 2026, depending on market conditions and after the
appointment of a permanent CEO.

IPO Proceeds to Enable Growth: The IPO proceeds will be key for
targeted fleet expansion (from 49 aircraft at end-2024 to 66 at
end-2027 and further until 2030), while maintaining a sustainable
financial structure. Fitch assumes a cash-in of EUR250 million from
the IPO in 2026. In the absence of an IPO, Fitch expects airBaltic
to revise its growth ambitions to preserve cash and financial
sustainability.

High Leverage: Fitch forecasts airBaltic's EBITDAR leverage to
remain high, at 8.1x at end-2025 (2024: 8.4x), significantly above
the negative rating sensitivity of 6.0x, driving the Negative
Outlook. With capacity-driven growth in revenues, normalisation of
Pratt and Whitney (P&W) issues and IPO proceeds, Fitch forecasts
EBITDAR leverage to decrease and be in line with its negative
sensitivity at end-2026 and improve further in the following
years.

Liquidity Under Pressure: The delay of the IPO could pressure
liquidity in 2025, given capex commitments, alongside lease
financing and bond interest payments. To preserve its liquidity
profile, airBaltic could defer a portion of its fleet advance
payments and utilise vendor credit notes. Additionally, it will
receive an inflow of about EUR14 million from Lufthansa's
acquisition of a minority stake, provided the transaction is
approved by regulatory bodies. If these measures are insufficient,
the company may need to resort to government debt financing on
market terms, in compliance with bond terms and EU state aid
regulations.

Profitability to Improve: EBITDAR was EUR157 million in 2024
(including the adverse impact from the difference between
compensation received from P&W and the cost of wet leasing
replacement aircraft), falling short of its forecast of about
EUR190 million. Weaker EBITDAR was also due to lower-than-expected
yields, reflecting challenging macroeconomic conditions in the
Baltic states and increased capacity deployment by competitors.
Fitch expects EBITDAR to improve to about EUR180 million in 2025,
supported by growth in the profitable wet leasing (aircraft, crew,
maintenance, insurance (ACMI)) subsector and a slight improvement
in yields, complemented by capacity additions and lower fuel
prices.

Operational Risks from P&W Engine: airBaltic's A-220 aircraft are
exposed to P&W's geared turbofan (GTF) engine issue that resulted
in about eight aircraft being grounded in 2024. The compensation
received in 2024 from P&W per aircraft-on-ground was not sufficient
to cover wet-lease costs, driving worse than expected EBITDAR.
Fitch expects airBaltic to broadly maintain its capacity by
wet-leasing aircraft to make up for aircraft on ground related to
the engine issues. However, this reduces operational efficiency and
could have an adverse financial impact in case of disagreement on
commercial support from P&W.

Strong Market Position and Fleet Structure: airBaltic is the market
leader in the Baltic states, particularly Latvia, covering more
than half the market out of Riga. It provides essential
connectivity to and from Latvia through its hub-and-spoke model,
which is supported by strong airline partnerships through 24 code
share and 40 interline agreements with European and global network
carriers. The company also benefits from a fleet of A220-300
aircraft that is highly fuel efficient and has proven to be an
attractive asset for the company's ACMI out operations.

Moderate State Linkages: Fitch views support from the government of
Latvia (A-/Stable), which owns 98% of the airline, is 'Strong' for
responsibility-to-support factors, but 'Not Strong Enough' under
incentive-to-support factors. The state continues to see airBaltic
as a strategic asset, primarily due to the connectivity it
provides. However, the planned IPO will reduce the government's
ownership and, along with EU state aid rules, will make it
difficult to provide further equity-like support to the company, in
its view. Fitch does not expect contagion risk for Latvia from an
airBaltic default. As a result, Fitch does not incorporate in IDR
any uplift from airBaltic's Standalone Credit Profile of 'b-'.

Peer Analysis

airBaltic's business profile reflects its role as a small network
carrier, consistent with the 'b' category. Comparable rated peers
include WestJet Airlines Ltd. (B/Stable) in the US, while rated
European network airlines are generally larger.

airBaltic's 'B-' IDR is driven by its financial profile, especially
its high leverage, which Fitch forecasts to be in the 'b' category
following the expected IPO and operational improvement over the
medium term, for which there is still execution risk. High leverage
is also common with WestJet Airlines.

Key Assumptions

- Fleet expansion from an average 48 aircraft in 2024 to 62 in
2027.

- ACMI revenues for each aircraft in line with management plan.

- Some recovery in yields in 2025 and stable thereafter.

- Jet fuel price, excluding European Union Emissions Trading System
costs, of about USD750/metric tonne during 2025-2026, and
increasing to USD770/metric tonne in 2027.

- Growth in own network available seat kilometres of about 3% in
2025, and 12% on average each year in 2026 and 2027.

- Total capex of about EUR407 million between 2025 and 2027.

- No dividends or further equity support from the government.

- IPO proceeds of EUR250 million in 2026.

Recovery Analysis

The recovery analysis assumes that airBaltic would be reorganised
as a going concern in bankruptcy rather than liquidated.

airBaltic's going concern EBITDA assumption of EUR50 million is
based on sustainable steady growth and consistent with the
increasing fleet. An enterprise value multiple of 4.5x EBITDA is
applied to the going concern EBITDA to calculate a
post-reorganisation enterprise value. This is the standard multiple
used for EMEA airlines.

After deducting 10% for administrative claims, its waterfall
analysis generated a ranked recovery in the 'RR3' band, indicating
a 'B' instrument rating for the senior secured bond.

RATING SENSITIVITIES

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

- EBITDAR leverage sustained above 6.0x beyond 2026 and EBITDAR
fixed-charge coverage below 1x, both on a sustained basis.

- Ambitious growth capex not backed by IPO or government funding by
2026 leading to pressure on liquidity.

- Increased competition or deterioration in underlying business
characteristics.

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

- An upgrade is unlikely due to the Negative Outlook.

- Fitch would revise the Outlook to Stable if there is good
visibility on the IPO execution with proceeds not far from its
expectations (EUR250 million), together with a trend of EBITDAR
leverage decreasing below 6.0x.

Liquidity and Debt Structure

Fitch expects the company's unrestricted cash balance at end-2024
of EUR33 million will be insufficient to cover its forecast
negative FCF after acquisitions and divestitures of about EUR44
million for 2025. Fitch already factors into the FCF the
rescheduling of advance payments related to aircraft orders. Fitch
estimates airBaltic will require external funding in 2025 in the
absence of an IPO. In this scenario, Fitch would expect the
government to provide financing on market terms, although this
would require consent solicitation from bondholders, as the
financial leverage covenants will not be met.

Fitch expects FCF to remain negative in the medium term, with a
cumulative outflow of about EUR260 million during 2025-2027,
including 14.5% interest on the EUR380 million bonds, maturing in
2029.

Issuer Profile

airBaltic, founded in 1995, operates in the Baltic region, with
hubs in Riga, Tallinn and Vilnius, and a market share of 58%, 27%
and 15%, respectively.

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
   -----------             ------        --------   -----
Air Baltic
Corporation AS       LT IDR B- Affirmed             B-

   senior secured    LT     B  Affirmed    RR3      B



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

PRIO LUXEMBOURG: Fitch Puts 'BB' FC IDR on Rating Watch Positive
----------------------------------------------------------------
Fitch Ratings has placed PRIO S.A.'s (PRIO) 'BB' Long-Term Local
and Foreign Currency Issuer Default Ratings (IDRs), and PRIO
Luxembourg Holding S.a.r.l.'s (PRIO Lux) 'BB' Foreign Currency IDR
and the 'BB' rating of its USD600 million secured notes on Rating
Watch Positive (RWP). Fitch also affirmed the 'AAA(bra)' Long-Term
National Scale ratings of PRIO, Prio Forte S.A. (Prio Forte) and
Prio Forte's third, fourth and fifth debenture issues. The Outlook
for the National Scale ratings is Stable.

The Rating Watch follows the announced acquisition of 60% interest
of the Peregrino and Pitangola fields (Peregrino asset). The
resolution of the Rating Watch is anticipated upon the
transaction's closing, which may take more than six months. The
transaction will significantly increase PRIO's scale while
maintaining its strong financial profile. Fitch believes the
company will be able to secure funding at a competitive cost.

Key Rating Drivers

Greater Scale: The Peregrino acquisition increases PRIO's proven
reserves (1P) to 872 million boe (+21%) and 1P production to 168
thousand barrels of oil equivalent per day (kboe/d) (+53%), levels
commensurate with a 'BB+' IDR. The increased scale from the
acquisition mitigates the uncertainties regarding Wahoo's first
oil. Production should reach 110 kboe/d in 2025 or 168 kboe/d on a
pro forma basis, assuming the closing of the 40% stake in 2025, and
196 kboe/d in 2026, with the other 20%.

Quick Deleveraging: The acquisition temporarily pressures PRIO's
credit metrics under Fitch's revised forecasts for Brent at USD65
per barrel (bbl) from 2025 to 2027. Net leverage is expected to
increase to 2.9x in 2025 (or 1.9x pro forma) from 1.9x in 2024 and
reduce to 1.4x in 2026 and 0.8x in 2027, assuming no dividend
distribution in 2025 and 25% dividend payout as of 2026.

High Efficiency: PRIO´s efficiency and resiliency to price
volatility could have some negative impact from the acquisition,
but the Frade-Wahoo tieback and Albacora Leste's ramp-up should
increase the overall efficiency in the coming years. PRIO's robust
reserve base and ownership of core equipment add flexibility to
adjust capex according to market cycles. The average discount to
Brent is expected to increase to around USD6.4/boe, from USD3.0/boe
in 2024, reflecting Peregrino's lower quality oil, while the
lifting cost should increase to USD13/bbl in 2025 and USD10/bbl in
2026, from USD9/bbl in 2024.

Strong Cash Flows: Fitch forecasts EBITDA of BRL8.5 billion in 2025
(BRL12.1 billion pro forma) and BRL16.6 billion in 2026. For each
boe produced, PRIO should generate EBITDA close to USD40 in
2025-2027, on average, from USD55 in 2024. FCF is expected to
remain positive at around BRL4.2 billion in 2025-2026, after
investments averaging BRL3.8 billion per year in the same period.
Peregrino is well developed and should add marginal incremental
capex, although it offers lower growth potential compared to
previous acquisitions.

Solid Growth: The Wahoo startup expected in 2026, along with strong
growth from Albacora Leste, should more than offset Frade's
depletion. Projections consider all four wells of Wahoo becoming
operational by March 2026, adding around 35 kboe/d over a full
year. Production from Wahoo depends on the approval of the license
to install the pipelines connecting its production to Frade's FPSO.
PRIO's track record mitigates the increasing execution risks as the
company advances on ultradeep waters in Albacora Leste, whose
contribution will decline to 15% of the output estimated through
2027 after the Peregrino acquisition, from 30% in 2024.

Equalized Ratings: Fitch equalizes the ratings of Prio Forte and
PRIO Lux's with that of PRIO, given the guarantees provided by the
parent company to all or most of the debts issued by these
subsidiaries, according to Fitch's "Parent and Subsidiary Linkage
Rating Criteria." Prio Forte is also the main subsidiary,
accounting for most of the production estimated through 2029. It
concentrates the working interests in Albacora Leste, Frade and
Wahoo.

Peer Analysis

PRIO's high profitability is a key differentiation factor relative
to its Brazilian peer Brava Energia S.A. (Brava, IDR BB-/Outlook
Stable) and to North American oil-weighted producers in the onshore
Permian basin (Texas/New Mexico), such as Matador Resources Company
(Matador; IDR, BB-/ Positive), SM Energy Company, L.P. (SM; IDR
BB/Stable) and Vermilion Energy Inc. (Vermillion; IDR,
BB-/Negative).

Brava and Vermillion have similar production scales, with 1P
production averaging close to 95 kboe/d and 85 kboe/d,
respectively, over 2024-2026. Brava has a broader asset base,
operating several assets across six different basins onshore and
offshore, but its lower profitability makes it less resilient than
PRIO to market downturns. Fitch projects PRIO's half-cycle costs
around USD16/boe over 2025-2027, below the estimates for Brava
(USD28/boe) and Vermillion (USD23/boe) over the same period.

The acquisition places PRIO in the 'bbb' range of production (175
kboe/d to 700 kboe/d) on a sustained basis, although 1P reserves
are still in the 'bb' category. Matador and SM Energy operate
onshore fields within that range, from 170 kboe/d to 190 kboe/d and
their cost structure is slightly lower than PRIO's, with average
half-cycle costs around USD14/boe.

Considering royalties, cash tax, debt interest and other costs,
PRIO should generate operating cash flow of around USD28/boe
produced, as measured by funds from operations (FFO), which is
close to the estimate for SM Energy (USD26/boe) and lower than
Matador's (USD34/boe). The estimates for PRIO incorporate a
negative impact from the Peregrino acquisition.

PRIO compares favorably with its American peers in terms of 1P
reserve life. Fitch estimates a seven- to nine-year range through
2026, on average, for Matador, SM Energy and Vermillion, and 13
years for PRIO.

In terms of its financial profile, PRIO is similar to Brava and
compares unfavorably with Matador and SM Energy. Fitch projects
EBITDA net leverage ratios around 2.3x for Brava over 2025-2026 and
close to 1.5x for Matador and SM Energy, below the 2.1x ratio
estimated for PRIO.

Key Assumptions

- Average Brent prices of USD65/bbl from 2025 to 2027;

- Wahoo first oil in 1Q26;

- Average daily production from 2025 to 2028: 110 kboe/d (168
kboe/d pro forma); 196 kboe/d; 215 kboe/d; and 214 kboe/d,
respectively;

- Oil sales consider discount to Brent around USD6.4/bbl;

- Lifting cost from 2025 to 2027: USD13.0/boe; USD9.8/boe; and
USD7.0/boe, respectively;

- Annual capex around BRL3.1 billion over 2025-2027;

- Dividend payout ratio of 25% of net income as of 2026.

RATING SENSITIVITIES

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

- The Watch Positive will be removed if the acquisition is not
successfully completed.

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

- The IDRs will be upgraded upon the closing of the acquisition.

Liquidity and Debt Structure

Fitch believes PRIO will be able to secure funding for the
acquisition and roll over short-term maturities at competitive
cost. The agency estimates that the company needs to raise at least
BRL12,6 billion in 2025-2026 to maintain sound liquidity. PRIO's
comfortable reserve life and high operating efficiency should
continue to support its strong access to domestic and international
funding to roll over its debt, despite the recent drop in oil
prices.

In December 2024, PRIO's debt totaled BRL21.0 billion (or BRL19.5
billion excluding the fair value adjustment of currency swaps). It
was mainly composed of bank loans (39%), debentures (38%), secured
notes (18%) and M&A payables (5%). Although the cash balance of
BRL4.0 billion covered 3.0x the short-term debt, the company needs
to manage BRL8.1 billion of debt coming due in 2026, including the
USD600 million rated notes.

Issuer Profile

PRIO is a Brazilian oil and gas company, focused on operating and
developing offshore mature fields. PRIO Forte is PRIO's most
relevant subsidiary and Petrorio Lux is a funding vehicle that
incorporates the trading activity. PRIO has no controlling
shareholder.

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
   -----------             ------           --------   -----
Prio Forte S.A.     Natl LT AAA(bra) Affirmed          AAA(bra)

    senior
    unsecured       Natl LT AAA(bra) Affirmed          AAA(bra)

    senior
    unsecured       Natl LT AAA(bra) Affirmed          AAA(bra)

PRIO Luxembourg
Holding S.A.R.L     LT IDR  BB       Rating Watch On   BB

   senior secured   LT      BB       Rating Watch On   BB

PRIO S.A.           LT IDR  BB       Rating Watch On   BB
                    LC LT IDR BB     Rating Watch On   BB
                    Natl LT AAA(bra) Affirmed          AAA(bra)



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

EASTERN EUROPEAN: Fitch Rates EUR500M Sr. Secured Bond 'BB(EXP)'
----------------------------------------------------------------
Fitch Ratings has assigned Eastern European Electric Company B.V.'s
(EEEC) proposed EUR500 million senior secured bond with a five-year
tenor an expected rating of 'BB(EXP)' with a Recovery Rating of
'RR4'.

The proposed issuance is rated in line with EEEC's 'BB' Issuer
Default Rating (IDR). The notes will constitute direct,
unsubordinated and unconditional obligations of the issuer and are
secured by pledges over EEEC's Bulgarian and German bank accounts,
pledges over receivables and pledges over the shares in EEEC and
some of its subsidiaries. The proceeds will largely be used to
refinance existing debt.

The final instrument rating is subject to the receipt of final debt
documentation confirming the information already received.

Key Rating Drivers

Instrument Rating Aligned with IDR: EEEC's senior secured rating
reflects category 2 first-lien instruments and based on its
Corporate Recovery Ratings and Instruments Ratings Criteria they
should be rated 'BB+'/'RR2' for an entity with a 'BB' IDR. However,
Fitch applies a jurisdictional cap at 'RR4' with no uplift, based
on its Country-Specific Treatment of Recovery Ratings Rating
Criteria. This reflects that Bulgaria (where all EEEC's
subsidiaries are located) is a group D country with no allowed
uplift above the IDR.

Proposed Bond Issue: The notes will slightly increase EEEC's debt,
which Fitch had already incorporated into its forecasts. The
proceeds will be used for the repayment of EEEC's existing debt
under the senior facility agreement (EUR472 million) and for
upstream distribution to its parent, Eastern European Electric
Company II B.V. (EUR12.2 million) to partially repay its
outstanding holdco facility agreement. EUR10 million will be used
for commissions and fees, with the remaining EUR5.8 million
allocated for general corporate purposes.

Regulated Income in Distribution: EEEC's credit profile benefits
from the high share of regulated electricity distribution in its
EBITDA, which has low business risk and greater cash flow
predictability than its supply and trade segment. Based on its
conservative assumptions, Fitch forecasts distribution EBITDA will
average BGN170 million annually in 2025-2028, supported by a higher
projected rate of return and its ability to keep technological
losses below the level approved by the regulator.

Normalisation of Distribution Results: Distribution EBITDA was
BGN171 million in 2024, down from BGN221 million in 2023 when
results were supported by lower costs of network losses, which were
adjusted in 2024 through the Z-factor. The company managed to keep
technological losses below the level approved by the regulator
(5.94% in 2024 versus approved 7% in the seventh regulatory period
lasting until mid-2027). Fitch expects this good performance to
continue in the next four years.

Full Supply Liberalisation in 2026: Fitch projects EEEC's EBITDA in
supply and trade to average about BGN65 million annually in
2025-2028 with market liberalisation not immediately translating
into higher results. Under the first step of liberalisation from 1
July 2025, Fitch expects the company to realise a similar profit
margin as it has to date, when supply companies earn 7% profit
margin on sales. With full liberalisation from 1 January 2026,
EEEC's profit margin is likely to gradually improve.

Grid Digitalisation Capex: EEEC plans BGN620 million capex in
2025-2028, with BGN76 million financed by the Modernisation Fund.
The investments in digitalisation of the grid should lead to lower
technological losses, remunerated under the distribution tariff, as
well as cost efficiencies. The ability to quickly disconnect
non-paying households should support debt collection, particularly
as market liberalisation could result in higher household prices
and increased receivables.

Stabilisation of Financial Results: Fitch expects the company's
EBITDA to normalise from 2025, averaging BGN230 million annually in
2025-2028 after an extraordinary 2023 and 2024 performance where
Fitch-calculated EBITDA reached BGN252 million in 2024. This will
be supported by predictable regulated distribution and the less
predictable supply segment following market liberalisation. EEEC is
also likely to leverage its experience in trade activities on the
free energy market.

Moderate Leverage: Fitch expects EEEC's funds from operations (FFO)
net leverage to decline to 3.0x on average in 2026-2028, from 3.6x
in 2024 and in 2025, based on its expectations of stable EBITDA,
average annual consolidated capex of BGN155 million in 2025-2028
and a 50% dividend pay-out ratio from 2026.

Part of Eurohold Group: EEEC is fully owned by Eurohold Bulgaria AD
(B/Stable) through intermediate holding companies. Based on its
Parent-Subsidiary Linkage (PSL) Criteria, Fitch follows the
stronger subsidiary path and assess legal ringfencing as 'porous'
between EEEC and Eurohold, which is due to a dividend lock-up
covenant in EEEC's debt documentation in relation to 3.5x EBITDA
net leverage. EEEC's financial separation from its parent results
in 'porous' access and control.

Impact of Eurohold Ownership: 'Porous' legal ringfencing and access
and control mean that EEEC can be rated up to two notches above
Eurohold's consolidated profile (excluding the insurance business),
which Fitch assesses at 'BB-' as Eurohold's rating is notched down
twice below its consolidated profile due to its structural
subordination in the group. As a result, more than a one-notch
downward revision of Eurohold's consolidated credit profile would
lead to a downgrade of EEEC as its rating would be constrained.

Peer Analysis

EEEC's regional peer is Romania-based Societatea Energetica
Electrica S.A. (Electrica; BBB-/Stable), in which the Romanian
state owns a 49.8% stake. Electrica has higher debt capacity than
EEEC, largely due to its higher share of regulated EBITDA from
electricity distribution (at about 80%) than EEEC's.

Another peer is Czechia-based ENERGO-PRO a.s. (EPas, BB-/Negative),
which has operations in the Bulgarian electricity distribution and
supply market, but higher geographical diversification as it also
operates in Turkiye, Georgia, Spain and Brazil. EPas also owns
hydro power plants in several countries. EPas has slightly lower
debt capacity than EEEC.

EEEC is smaller than Poland's Energa S.A. (BBB+/Stable) and
Bulgarian Energy Holding EAD (BB+/Stable, Standalone Credit Profile
'bb'). It is focused on the distribution of electricity and supply,
while Energa and Bulgarian Energy Holding are integrated
utilities.

Key Assumptions

Fitch's Key Assumptions within its Rating Case for the Issuer

- EBITDA normalising at an average of about BGN230 million annually
in 2025-2028, after exceptionally good results in 2023-2024

- Cumulative capex in 2025-2028 of about BGN620 million, focusing
on network infrastructure development

- Dividends at 50% of net income in 2026-2028, when EBITDA net
leverage is below 3.5x

RATING SENSITIVITIES

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

- Lower profitability and cash generation leading to FFO net
leverage above 4.5x and FFO interest coverage below 3.4x on a
sustained basis

- Significant weakening of the business profile with lower
predictability of cash flows, which may lead to a tighter leverage
sensitivity or a downgrade

- A more than one-notch downward revision of Eurohold's
consolidated profile (excluding the insurance business), assuming
unchanged links with the parent

- Stronger links with the parent, reflected in open legal
ring-fencing or access and control under its PSL Rating Criteria

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

- FFO net leverage below 3.5x and FFO interest coverage above 4.4x
on a sustained basis

Liquidity and Debt Structure

At end-2024, EEEC had BGN168 million of available cash, with BGN72
million of Fitch-projected positive FCF in the next 12 months. This
compared with BGN72 million of short-term debt maturities,
including BGN48 million under the senior credit facility.

Following the proposed bond issuance, EEEC's debt amortisation
profile will improve, with limited repayments over the next four
years before planned bond maturity in 2030.

Issuer Profile

EEEC is part of Eurohold Bulgaria, consolidating the group's energy
business in Bulgaria. EEEC has a leading market position in
Bulgaria with 40% market share in electricity distribution and a
strong market position in supply and trade.

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   
   -----------              ------                  --------   
Eastern European
Electric Company B.V.

   senior secured       LT BB(EXP)  Expected Rating   RR4



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

BERING III: Fitch Assigns First-Time 'B' LT IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned Bering III S.a.r.l. (Iberconsa) a
first-time Long-Term Issuer Default Rating (IDR) of 'B' with a
Stable Outlook. Fitch has also assigned Bering IV Congelados,
S.L.U.'s planned EUR350 million senior secured notes an expected
instrument rating of 'B(EXP)' with a Recovery Rating of 'RR4'.

Iberconsa's rating reflects its moderate scale among global protein
providers and large exposure to sourcing in a single country,
Argentina. This is balanced by leading market positions in frozen
seafood, wide sales diversification by end-markets and decent
vertical integration, leading to strong profitability compared with
peers. Moderate client concentration is mitigated by long-term
relationships with key customers and high barriers to entry,
defined by the fishing industry's regulation.

The Stable Outlook reflects its expectations that leverage becomes
consistent with the rating from 2026, and that Iberconsa will
generate sustained positive free cash flow (FCF), subject to
further policy liberalisation progress and FX stabilisation in
Argentina, and the capital allocation policy.

Key Rating Drivers

Leading Seafood Provider: Iberconsa is a leading global provider of
frozen seafood, holding the number one position in frozen hake and
frozen shrimp worldwide. It is the third largest company in Spain
for overall fish species sales, with a strong presence in hake,
shrimp and squid. Iberconsa is focused on wild catches, with
limited veterinary risks compared with farming, but its sourcing is
concentrated in Argentina, with moderate diversification in South
Africa and Namibia. Key sales markets include Europe and APAC via
trading, retail and food service channels.

The company has full control of the value chain, aided by 40 owned
vessels, on-board processing, on-shore facilities and a wide
commercial reach. Despite some reliance on key retailers (the top
10 account for 33% of revenue), the fragmented nature of the
industry provides limited opportunities for competitors to replace
Iberconsa, as few can ensure the high and sustainable volumes
required for large retailers' private label activity.

Strong EBITDA Margin: The company's vertical integration, with 90%
of sales volumes produced in-house, and a well-invested asset base,
lead to EBITDA margins (2024: 16.4%) above the industry average.
Together with around 70% variable cost base, this supports
Iberconsa's healthy operating cash flow generation, although it is
at times affected by increased working capital needs. Coupled with
FX fluctuations and expansionary capex, this led to volatility in
FCF in 2021-24.

Fitch projects the EBITDA margin at above 19% from 2026, gradually
trending towards 20% due to ongoing efficiencies measures and a
reducing impact from currency controls in Argentina. The potential
elimination of export taxes should translate into a more
transparent and adequate reflection of costs for Iberconsa and
Fitch expects that together with its assumption of moderate capex,
this will gradually result in sustainably positive FCF in
2026-2028.

High Barriers to Entry: Strict regulation of fishing licenses and
quotas aligned with governments' sustainability goals create high
barriers to entry. Combined with a lack of aquaculture alternatives
for hake, this ensures the resilience of Iberconsa's market
positions and protects it from competition. Fishing rights are
secured long-term with the shortest maturity five years in Africa,
ensuring access to resources, but Fitch recognises some exposure to
external factors such as fish availability or climate. Iberconsa
complies with African regulation by partnering with local
businesses through joint ventures and long-term agreements to
manage fishing rights and vessels, limiting competition.

High Starting Leverage: Fitch projects Iberconsa's EBITDA leverage
at 6.0x by end-2025, above the negative sensitivity threshold for
the rating. Fitch expects this to reduce to below 5.0x by 2026,
mainly driven by Fitch-calculated EBITDA increasing towards EUR95
million (2024: EUR79 million). The company has a proven record of
profit resilience and ability to pass on cost volatility to
customers. Together with cost-optimisation plans and the
anticipated relief from adverse impacts from currency control
measures in Argentina, this should ensure decent deleveraging
capacity as long as the financial policy remains conservative.

Exposure to Argentina: The company is significantly exposed to
Argentina's operating environment where it sources around 70% of
volumes and the majority of assets are located. This means it is
exposed to high inflation, further potential currency devaluation
and a still stabilising operating environment, which might affect
Iberconsa's operating margins and financial flexibility. However,
commercial activity is mostly conducted from Spain, where more than
70% of its EBITDA was generated in 2024, so Fitch considers Spain
the applicable Country Ceiling for the rating. Its projections
include its expectations of further liberalisation policy progress
in Argentina.

Favourable Demand Fundamentals: Global demand for seafood is
growing, driven by population growth and a shift towards healthier
protein intake influenced by ageing, health consciousness and
increasing consumer purchasing power. These secular trends, coupled
with stability in wild seafood catches, bolster Iberconsa's
business model and will enable pricing power. The convenience of
frozen fish and the appeal of value-added products further support
consumer demand for Iberconsa's products.

Peer Analysis

Iberconsa is smaller than other mid-scale protein peers, such as
Boparan Holding Limited (B/Positive) or Frigorifico Concepción SA
(B/Stable), but it is rated at the same level due to its broader
diversification across protein types, end-markets and sourcing
regions, as well as lower exposure to veterinary risks.

The rating reflects Iberconsa's more profitable operations compared
with PT Japfa Comfeed Indonesia Tbk (B+/Stable) and Boparan, which
is supported by high vertical integration of the former and the
higher pricing power of wild catch. This is balanced by Iberconsa's
higher leveraged capital structure.

Iberconsa is rated three notches lower than Minerva S.A.
(BB/Stable), which reflects Minerva's stronger and more global
business profile, including scale, which will be further reinforced
after the acquisition of Marfrig's assets in Brazil. Minerva also
operates with much lower net leverage.

In comparison with Agrosuper S.A. (BBB-/Stable), JBS S.A.
(BBB-/Stable) or Tyson Foods, Inc. (BBB/Stable), Iberconsa is
significantly smaller in scale, less diversified in terms of
products and has higher leverage.

Key Assumptions

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

- Revenue growth of 5% in 2025, followed by low single-digit annual
growth over 2026-2029

- EBITDA margin at 15.7% in 2025, growing to around 19% in 2026
followed by a gradual increase to 20% in 2029

- Capex at around 6.6% of revenue in 2025, driven by growth
(investment in additional vessel) and maintenance capex, followed
by maintenance capex of around 5% of revenue in 2026-2029

- No M&A spending over 2025-2029.

Recovery Analysis

Key Recovery Assumptions

- The recovery analysis assumes that Iberconsa will be considered
as a going concern (GC) rather than liquidated in bankruptcy given
its strong market position and long-term relationship with
customers.

- Fitch assumed 10% administrative claim, which is unavailable
during restructuring and deducted from the enterprise value (EV).

- Fitch estimates a post-restructuring GC EBITDA of EUR65 million,
which reflects the level of earnings required for the company to
sustain operations as a GC in unfavourable market conditions of
shrinking volumes and with reduced ability to pass on cost
increases to customers.

- Fitch assumes a distressed EV/EBITDA multiple of 5.0x, which
reflects Iberconsa's resilient business model and is in line with
the multiple Fitch applies in its recovery analysis for some other
rated protein producers, such as Frigorifico Concepcion S.A. and PT
Japfa Comfeed Indonesia Tbk.

- Post-refinancing, Iberconsa group's debt will consist of a EUR40
million super senior revolving credit facility (RCF), a EUR350
million senior secured bond, other secured debt of EUR28 million
and unsecured debt of EUR23 million.

The RCF is prior-ranking and, in accordance with its rating
criteria, Fitch assumes it to be fully drawn prior to distress. The
senior secured bond ranks after the RCF and other secured debt.

- The Recovery Rating for the senior secured instrument is capped
by the Argentinian jurisdiction, where most of the group's assets
are located, in accordance with Fitch's Country-Specific Treatment
of Recovery Ratings. Therefore, the waterfall analysis output based
on current metrics and assumptions is capped at 'RR4' for the
planned EUR350 million senior secured bonds, indicating a 'B'(EXP)
senior secured rating, despite the waterfall generated recovery
computation in the 'RR3' band.

- The off-balance sheet factoring has not been included in the debt
waterfall as Fitch believes these facilities (signed with key main
financial entities in Spain) will remain available upon bankruptcy.
Fitch expects that the factoring facility will remain available as
any insolvency risk is supported by the financial entity and is
derived from the client (in this case, blue chip retailers) and not
Iberconsa.

RATING SENSITIVITIES

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

- EBITDA leverage above 5.5x on a sustained basis

- Contraction of EBITDA margin due to market volatility,
operational underperformance or negative impact from Argentinian
macroeconomics, leading to volatile or neutral to negative FCF

- EBITDA interest coverage below 2.5x

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

- EBITDA leverage below 4.5x on a sustained basis

- Positive FCF margins on a sustained basis

- EBITDA interest coverage above 3x

Liquidity and Debt Structure

Fitch estimates Fitch-adjusted cash balance of around EUR31 million
at end-2025 (post-transaction, after restricting EUR18 million of
cash for operating needs and working capital volatility). Liquidity
will be supported by the EUR40 million committed RCF, which Fitch
projects to remain fully undrawn in 2025-2028. This should be
sufficient for operations and debt servicing, considering improving
FCF and no significant debt maturing before 2030 post-refinancing.

The company has access to EUR94 million off-balance sheet factoring
(EUR69 million utilised as of end-2024). Fitch treats the drawn
off-balance sheet factoring as debt.

Issuer Profile

Iberconsa is a leading global provider of frozen seafood, including
hake, wild shrimp and cephalopods (mainly illex squid),
headquartered in Spain.

Date of Relevant Committee

15 April 2025

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   
   -----------               ------                 --------   
Bering IV Congelados,
S.L.U.

   senior secured      LT     B(EXP)Expected Rating   RR4

Bering III S.a r.l.    LT IDR B     New Rating

VIA CELERE: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Via Celere Desarrollos Inmobiliarios,
S.A.U.'s Long-Term Issuer Default Rating (IDR) at 'BB-' with a
Stable Outlook.

The affirmation reflects Via Celere's solid operating and financial
performances, with 2024 build-to-sell (BTS) and build-to-rent (BTR)
sales and completions outperforming Fitch's expectations. The BTS
orderbook provides good sales visibility for the next 24 months and
is supported by buoyant market demand. Net debt/EBITDA in 2024 was
restored to below 2.0x from the spike in 2023 (4.8x), when the
construction of Via Celere's first BTR portfolio and its partial
divestment (45%) adversely affected the company's leverage
metrics.

Key Rating Drivers

Net Debt/EBITDA Normalised: The company's focus on developing BTR
properties had an adverse impact on the company's financial
performance in 2023. Via Celere's 2023 EBITDA declined by about
EUR70 million from the previous year and its net debt/EBITDA spiked
to 4.8x from 1.2x in 2022, despite the record high number of units
under construction. Fitch anticipated this subdued financial
performance and expected the company to restore its profitability
and leverage metrics to within Fitch's rating sensitivities at
completion of the BTR portfolio in 2025.

By 2024, EBITDA had rebounded to EUR109 million (2023: EUR43
million; 2022: EUR111 million) and net debt/EBITDA decreased to
1.5x. Fitch assumes that dividend distributions over the next three
years will align with the company's operational performance and
related cash flow. Higher-than-anticipated shareholder returns, in
the absence of non-recurring proceeds from divestments, could
negatively affect the rating.

Robust Business Profile: Via Celere focuses on the medium to
upper-medium-value residential segment in Spain's largest cities. A
vertically integrated business model enables it to oversee
development phases, from land acquisition to urban planning and
project and construction management. At end-2024, the landbank
owned - excluding joint venture (JV) - was equivalent to 12,499
units, providing more than eight years' worth of production based
on an annual capacity of 1,400 units. Fitch expects the landbank to
decrease to below 10,000 units equivalent in the next 24 months,
while annual production is expected to also shrink to about
1,000-1,500 units, with a focus on BTS.

BTR Portfolio Nearly Complete: In March 2023, Via Celere and
Greystar Real Estate Partners established a 45:55 JV to forward
purchase a BTR portfolio of 1,910 units from Via Celere. In the
same year, 1,030 units were delivered and in 2024, 736 units were
added to this portfolio. The remaining 144 units will be handed
over by end-1H25. Located in high-demand areas in Spain, this
portfolio offers reversionary potential when fully leased (73%
leased to date).

Fitch anticipates Via Celere will monetise its 45% stake when this
portfolio is fully let and stabilised, recovering the construction
costs and benefitting from any revaluation uplift. Fitch does not
expect Via Celere to commence other BTR projects before the
residual sale of its stake in the existing portfolio.

Good Sales Visibility: The 2024 order book was robust, providing
good visibility for BTS deliveries through to end-2026. BTS
pre-sale contracts totalled EUR588 million, corresponding to 2,100
units. This pre-sale amount represents 91% of the anticipated BTS
deliveries for 2025, 65% for 2026, and 11% for 2027, as projected
by the management. Contract cancellations remain minimal, with only
11 terminations in 2024, down from 20 in 2023.

BTS Pre-Sales Market Practice: Via Celere typically initiates
developments once project funding is procured, as financial
institutions generally require 30%-40% pre-sales before providing
tailored financing for each project (development loans). This
requirement further incentivises Via Celere to pre-sell a portion
of its new developments. The non-refundable initial payment of 10%
of the unit price required at the execution of the sale and
purchase contract, along with subsequent monthly instalments
(totalling an additional 10% of the price) collected until the unit
is delivered, serves as a moderate deterrent for prospective
homebuyers considering cancellation.

Strong Housing Demand in Spain: After a 10.2% decline in
residential sales in 2023, housing demand gained momentum in 2H24,
driven by declining interest rates. In 2024, the number of
transactions rose by 10.0% to 642,000 homes, marking the
third-highest figure in the past 20 years, surpassed only by the
peak of the real estate boom in 2007 and in 2022 following the
Covid-19 pandemic. The robust growth at the end of 2024 suggests
that housing demand is likely to remain high in 2025.

Peer Analysis

Via Celere offers modern apartments, which in 2024 had an average
selling price (ASP) of EUR312,000, reflecting their prime locations
in Madrid, Barcelona and Málaga. This ASP is lower than that of
AEDAS Homes, S.A. (BB-/Stable) at EUR358,000 and similar to that of
Neinor Homes, S.A (B+/Stable).

These Spanish homebuilders and The Berkeley Group Holdings plc
(BBB-/Stable) typically offer city apartments. Berkeley maintains a
higher ASP of GBP644,000, reflecting its focus on London-centric
developments. UK-based peers Miller Homes Group (Finco) PLC
(B+/Stable) and Maison Bidco Limited (trading as Keepmoat;
BB-/Stable) primarily target affordable single-family homes in
selected UK regions outside London.

Spanish and UK homebuilders have similar funding profiles,
requiring upfront land acquisition costs before marketing and
development. In Spain, landowners may offer deferred payment terms
for land acquisition, reducing initial cash outflows. Conversely,
UK homebuilders can use option rights to mitigate upfront land
costs. Kaufman & Broad S.A. (BBB-/Stable) stands out in France with
a strong funding profile, benefitting from staged customer payments
and advantageous land acquisition terms.

The company had started to build speculatively its BTR portfolio,
before entering into the JV agreement with Greystar Real Estate
Partners in 2023. As a result, the leverage profile of Via Celere's
closest peer AEDAS Homes has been more stable and predictable in
the past three years.

Key Assumptions

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

- The total land bank is expected to decrease to about 10,000 units
equivalent over the next 24 months

- About 1,000-1,500 BTS units to be delivered annually from 2026

- Remaining BTR projects to be delivered in 2025 and no new BTR
portfolios to be built in the next three years

- High dividend payments to follow the cash flow generated by the
company and reflecting the monetization of the 45% stake in the BTR
JV

RATING SENSITIVITIES

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

- Net debt/EBITDA above 3.0x

- Shareholder-friendly policy leading to a deterioration in
leverage metrics

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

- Net debt/EBITDA below 1.5x

- Consistently positive FCF

Liquidity and Debt Structure

At end-2024, Via Celere had EUR135 million of cash - net of EUR15
million of restricted cash related to pre-sales, which is held in
dedicated accounts. This compares with EUR116 million of debt
maturing in 2025. In August 2024, Via Celere repurchased the
remaining EUR265 million notes outstanding and cancelled the EUR30
million super-senior revolving credit facility (undrawn) maturing
in October 2025. At end-2024, debt mainly comprised EUR187 million
corporate amortising bank loans maturing between 2025 and 2027, and
EUR103 million bespoke developer loans used to fund developments,
and which are typically repaid when the units are completed and
delivered.

Issuer Profile

Via Celere is a Spain-based homebuilder targeting the mid-value
residential segment in the country's largest cities.

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           Prior
   -----------                ------           -----
Via Celere Desarrollos
Inmobiliarios, S.A.U.   LT IDR BB-  Affirmed   BB-



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

ODEA BANK: Fitch Hikes LT Ex-Government Support IDR to 'B-(xgs)'
----------------------------------------------------------------
Fitch Ratings has upgraded Odea Bank A.S.'s Viability Rating (VR)
to 'b-' from 'ccc+'. Fitch has also upgraded the Long- and
Short-Term ex-government support (xgs) IDRs to 'B-(xgs)' and
'B(xgs)' from 'CCC+(xgs)' and 'C(xgs)', respectively and
subordinated debt rating to 'CCC' from 'CCC-'.

The upgrade of the VR reflects its view that the recent capital
injection by shareholders will materially improve the bank's
capitalisation.

Key Rating Drivers

Unless noted below, the key rating drivers for Odea are those
outlined in its rating action commentary published on 28 March 2025
("Fitch Upgrades Odea to 'BB-'; Outlook Stable; Downgrades VR to
'ccc+'").

Odea's 'b-' VR reflects its limited franchise, concentration in the
Turkish operating environment, weak operating profit generation and
weak, but stabilising asset quality. It also reflects the bank's
generally reasonable funding and liquidity profile, and improved
capitalisation that considers ordinary support from its parent.

In April 2025, Odea received a USD52.1 million (TRY1.97 billion)
capital injection from its shareholders, ADQ Financial Services LLC
(96%) and an individual minority shareholder (4%). Fitch expects
the common equity Tier 1 and Tier 1 ratios to improve to around
9.5% (including forbearance) following the capital injection. Odea
has also announced a planned USD100 million additional Tier 1
issuance from ADQ Financial Services LLC, which Fitch expects to be
completed in 2Q25. This will further support the Tier 1 capital
ratio and provide a hedge against lira depreciation.

Rating Sensitivities

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

The VR could be downgraded following an erosion in the bank's
capital buffers, for example, due to a significant deterioration of
asset quality or weak earnings performance.

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

Odea's VR could be upgraded if the bank's business profile and
earnings performance materially improve, while maintaining stable
asset quality metrics, adequate capitalisation ratios and a
reasonable risk profile.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Odea's subordinated notes' rating is 'CCC', notched down twice from
its VR. The notching for the subordinated notes includes two
notches for loss severity and zero notches for non-performance risk
relative to the bank's VR anchor rating.

Odea's Long-Term Foreign- and Local-Currency IDRs (xgs) are driven
by and in line with the bank's VR.

The Short-Term Foreign- and Local-Currency IDRs (xgs) are mapped to
the bank's Long-Term Foreign- and Local-Currency IDRs (xgs).

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The subordinated debt rating is sensitive to a change in Odea's VR
anchor rating. The debt rating is also sensitive to a change in
Fitch's assessment of non-performance risk.

Odea's Long-Term IDRs (xgs) are sensitive to changes in the bank's
VR.

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

VR ADJUSTMENTS

The operating environment score of 'b+' for Turkish banks is lower
than the category implied score of 'bbb', due to the following
adjustment reason: macroeconomic stability (negative).

Public Ratings with Credit Linkage to other ratings

Odea's ratings are linked to those of ADQ.

ESG Considerations

Odea has an ESG Relevance Score for Management Strategy of '4',
reflecting an increased regulatory burden on all Turkish banks.
Management's ability across the sector to determine their own
strategy and price risk is constrained by the regulatory burden and
also by the operational challenges of implementing regulations at
the bank level. This has a moderately negative impact on banks'
credit profiles and is relevant to banks' ratings in combination
with other factors.

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

   Entity/Debt                   Rating            Prior
   -----------                   ------            -----
Odea Bank A.S.    Viability       b-     Upgrade   ccc+
                  LT IDR (xgs)    B-(xgs)Upgrade   CCC+(xgs)
                  ST IDR (xgs)    B(xgs) Upgrade   C(xgs)
                  LC LT IDR (xgs) B-(xgs)Upgrade   CCC+(xgs)
                  LC ST IDR (xgs) B(xgs) Upgrade   C(xgs)

   Subordinated   LT              CCC    Upgrade   CCC-



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

GAK.CO.UK LTD: FRP Advisory Named as Joint Administrators
---------------------------------------------------------
Gak.Co.UK Ltd was placed into administration proceedings in the
High Court of Justice Court Number: CR-2025-002127, and Daniel
Conway and Philip Lewis Armstrong of FRP Advisory Trading Limited,
were appointed as joint administrators on April 7, 2025.  

Gak.Co.UK specialized in retail sale not in stores, stalls or
markets.

Its registered office is at 30-34 North Street, Hailsham, East
Sussex, BN27 1DW to be changed to FRP Advisory Trading Limited, 110
Cannon Street, London, EC4N 6EU.

Its principal trading address is at 30-34 North Street, Hailsham,
East Sussex, BN27 1DW.

The joint administrators can be reached at:

         Philip Lewis Armstrong
         Daniel Conway
         FRP Advisory Trading Limited
         110 Cannon Street, London
         EC4N 6EU

Further details contact:

          The Joint Administrators
          Tel: 020 3005 4000

Alternative contact:

          Sam Malloy
          Email: cp.london@frpadvisory.com

GATWICK AIRPORT: Moody's Ups Rating on Senior Secured Notes to Ba2
------------------------------------------------------------------
Moody's Ratings has upgraded to Baa1 from Baa2 the senior secured
ratings of Gatwick Funding Limited (Gatwick Funding), a finance
company owned by Ivy Holdco Limited (together the "Gatwick airport
group" or the "ring-fenced group"). Concurrently Moody's have
upgraded to (P)Baa1 from (P)Baa2 the senior secured rating on the
medium-term note programme of Gatwick Funding. The outlook has been
changed to stable from positive.

Moody's have also upgraded to Ba2 from Ba3 the rating of the senior
secured notes of Gatwick Airport Finance plc (GAF), a holding
company for the Gatwick airport group. The outlook has been changed
to stable from positive.

RATINGS RATIONALE

-- GATWICK FUNDING LIMITED –

The upgrade of the rating to Baa1 and the stable outlook follows
the progressive strengthening of the Gatwick airport group's credit
metrics over the past two years, on the back of increasing
passenger traffic and good performance of the commercial segment.
It also reflects Moody's expectations that the group will maintain
a prudent financial strategy with key credit metrics commensurate
with a Baa1 rating.

In 2024, passenger traffic at Gatwick airport reached 43.2 million,
a growth of 6% on the previous year, primarily driven by strong
outbound demand for short-haul European destinations. Overall,
passenger volumes reached 93% of 2019 pre-pandemic levels. Growth
has continued with a 1.2% increase in traffic in Q1 2025 as
compared to the corresponding period last year. Whilst passenger
volumes recovery has lagged some other rated European airports,
reflecting Gatwick airport's traffic mix and competitive trends,
financial performance has been supported by the positive dynamics
of aeronautical yields and the commercial segment performance,
which have more than offset pressures on operating costs. These
factors have contributed to a progressive strengthening of the
Gatwick airport group's financial profile. Moody's expects traffic
trends to continue to support Gatwick airport's credit quality,
albeit the rate of growth will likely subside given a base effect
but also because of a continued slower recovery in the long-haul
segment and recognising Gatwick airport's carrier base and traffic
composition.

Following a period of lock-up, which contributed to the
strengthening of the Gatwick airport group's financial profile, the
ring fenced group resumed dividend payments in 2024. The group will
gradually increase its leverage levels over the next couple of
years, reflecting envisaged shareholder distributions and, to a
lesser extent, capital expenditure requirements. Nevertheless,
Moody's expects that the group will prudently manage its capital
structure in line with its financial policy of maintaining a strong
credit profile and ensuring that financial metrics remain
consistently commensurate with the Baa1 rating.

More generally, the Baa1 rating continues to reflect (1) the
group's ownership of London Gatwick airport, the UK's second
largest airport and a key airport within the London airport system;
(2) a degree of competition in the London airport system; (3) a
high proportion of origin and destination passengers across a
relatively diversified carrier base; (4) the features of the system
of economic regulation; and (5) a high financial leverage and the
terms of the financing structure that offer some protections to
creditors.

-- GATWICK AIRPORT FINANCE PLC--

The upgrade of GAF's rating to Ba2 and the stable outlook reflect
the improved financial strength of the Gatwick airport group and
the increasing levels of cash upstreamed to GAF from the
ring-fenced group. Moody's further anticipates that GAF will
consistently maintain sound liquidity with cash levels in excess of
the holding company's yearly debt service requirements.

More generally, in addition to the key credit considerations for
Gatwick Funding, the Ba2 rating of GAF reflects (1) the group's
higher leverage due to the GBP450 million of additional debt at the
GAF level; (2) the terms of Gatwick Funding's financing structure,
including lock-up provisions; (3) the deeply subordinated nature of
creditors at the holding company; (4) the terms of GAF's financing
structure; and (5) disciplined financial policies and the strong
credit quality of GAF's major shareholder (Vinci S.A., A3 stable),
which fully consolidates the group in its accounts.

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

Upward rating pressure is not envisaged in the short term in light
of the expected leverage levels of the Gatwick airport group and
the potential for significantly increased investment needs over the
medium term.

More generally, Gatwick Funding's ratings could be upgraded if (1)
the group were to exhibit FFO/debt of around 15% on a sustainable
basis; (2) the company exhibited significant headroom against its
financial covenants; and (3) the group maintained solid liquidity.

Gatwick Funding's rating could be downgraded if (1) it appeared
likely that the group would not exhibit credit metrics consistent
with the current rating, namely FFO/debt sustainably  above 10%;
(2) there was a risk of covenant breaches without adequate
mitigating measures in place; or (3) there were concerns about the
company's liquidity.

Albeit unlikely, GAF's rating could be upgraded if (1) there was a
permanent strengthening of the Gatwick group's credit quality,
coupled with increased clarity on longer term investment
commitments for the group; (2) there were no concerns about the
ring-fenced group's ability to upstream cash providing a strong
coverage of debt service requirements at GAF; and (3) the company
had committed liquidity sources providing debt service coverage in
excess of yearly requirements.

GAF's rating could be downgraded if (1) it appeared likely that the
ring-fenced group's FFO/debt fell below 10%; (2) there were
concerns about the ring-fenced group's ability to accommodate
distributions to GAF, and these were not offset by adequate
mitigating measures such as shareholder support; (3) there was a
risk of covenant breaches without offsetting measures in place; or
(4) the company did not maintain prudent levels of liquidity
including to cover 12 months debt service requirements.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Privately
Managed Airports and Related Issuers published in November 2023.

COMPANY PROFILE

Gatwick Funding Limited is a finance company owned by Ivy Holdco
Limited, the security parent of the Ivy Holdco Limited group. It is
fully owned by Gatwick Airport Finance plc.

Gatwick Airport Finance plc is a holding company of Ivy Holdco
Limited. The company is owned 50.01% by Vinci S.A. (A3 stable),
while the remainder of the ownership is managed by Global
Infrastructure Partners (GIP) on behalf of several investors.

GUITAR AMP: FRP Advisory Named as Joint Administrators
------------------------------------------------------
The Guitar, Amp & Keyboard Centre Limited was placed into
administration proceedings in the High Court of Justice
Court Number: CR-2025-002126, and Daniel Conway and Philip Lewis
Armstrong of FRP Advisory Trading Limited, were appointed as joint
administrators on April 7, 2025.  

The Guitar, Amp specialized in the retail sale of new goods in
specialized stores (not commercial art galleries and opticians).

Its registered office is at 30-34 North Street, Hailsham, East
Sussex, BN27 1DW to be changed to FRP Advisory Trading Limited, 110
Cannon Street, London, EC4N 6EU.

Its principal trading address is at 30-34 North Street, Hailsham,
East Sussex, BN27 1DW.

The joint administrators can be reached at:

         Philip James Watkins
         Daniel Conway
         FRP Advisory Trading Limited
         2nd Floor, 110 Cannon Street
         London, EC4N 6EU

Further details contact:

          The Joint Administrators
          Tel: 020 3005 4000

Alternative contact:

          Sam Malloy
          Email: cp.london@frpadvisory.com

HARBOUR ENERGY: Fitch Assigns 'BB' Rating to EUR900MM Hybrid Notes
------------------------------------------------------------------
Fitch Ratings has assigned Harbour Energy PLC's (Harbour;
BBB-/Stable) EUR900 million subordinated perpetual resettable
fixed-rate notes a final 'BB' rating. The notes are issued by
Wintershall Dea Finance 2 B.V. and guaranteed by Harbour on a
subordinated basis.

The notes are rated two notches below Harbour's Long-Term Issuer
Default Rating (IDR) and qualify for 50% equity credit as they are
deeply subordinated and senior only to Harbour's share capital, and
rank pari passu with the existing subordinated notes. Coupon
payments can be deferred at the issuer's discretion. The proceeds
are being used to partly refinance the existing EUR650 million
subordinated notes, with the remainder for debt repayment and
general corporate purposes.

Harbour's 'BBB-' Long-term IDR reflects its enlarged size, improved
geographical and asset diversification and higher reserves.
However, reserve life and production costs remain weaker than
peers. This is balanced by moderate financial leverage and strong
cash flows generation with stable production.

Key Rating Drivers

Hybrids

Rating Reflects Deep Subordination: The notes are rated two notches
below Harbour's 'BBB-' IDR and senior unsecured rating, given their
deep subordination and, consequently, lower recovery prospects in a
liquidation or bankruptcy relative to senior obligations. The notes
only rank senior to the claims of common equity shareholders and
pari passu to the existing EUR650 million and EUR850 million
subordinated notes.

Equity Treatment: The notes qualify for 50% equity credit (EC) due
to deep subordination, remaining effective maturity of more than
five years, full discretion to defer coupons for at least five
years and limited events of default. These are key equity-like
characteristics, affording greater financial flexibility. EC is
limited to 50%, given the cumulative interest coupon, a feature
that is more debt like. Concurrently, Harbour has launched a
consent solicitation for its existing EUR850 million hybrids, which
has no impact on the EC or the rating of the existing notes. Fitch
expects hybrids to remain a permanent feature of Harbour's capital
structure.

Effective Maturity Date: The hybrids are perpetual, but Fitch
considers their effective maturity 25 years from the date of issue.
From this date, the coupon step-up is within Fitch's aggregate
threshold of 100bp, but the issuer will no longer be subject to
replacement language, which discloses the intent to redeem the
instrument at its reset date with the proceeds of a similar
instrument or with equity. According to Fitch's criteria, the 50%
EC would change to 0% five years before the effective maturity
date. The issuer has the option to redeem the notes starting from
at least three months before the first interest reset date and on
each interest payment date thereafter.

Change of Control EC Neutral: The terms of the hybrid notes provide
Harbour with an option to repurchase them in the event of a change
of control. If the notes are not called, the coupon will increase
by 500bp, which does not negate the EC assigned to the notes.

Harbour's IDR

Mid-Sized Upstream Producer: Harbour's scale and diversification
profile has significantly increased following the Wintershall Dea
acquisition. Fitch expects its production profile to be stable with
an average annual production around 450 thousand barrels of oil
equivalent per day (kboepd), around 60% of which will be natural
gas, over 2025-2028. Production will primarily be focused on Norway
and the UK and, to a lesser extent, Argentina, Germany and North
Africa.

Reserve Life Weaker Than Peers: Harbour's 2P reserves increased
after the acquisition of substantially all Wintershall Dea AG's
upstream assets to 1.249 billion barrels of oil equivalent (boe).
However, the group's 2P reserve life (eight years, based on
production of 450kboepd) is weaker than that of peers like Aker BP
ASA (BBB/Stable; 11 years on a 2P basis) or Energean plc
(BB-/Stable; 24 years on a 2P basis). This is mitigated by
Harbour's substantial pro forma 2C resource base at 1.9 billion
boe.

High Tax Reduces Debt Capacity: Harbour's Fitch-projected EBITDA
net leverage remains fairly conservative at less than 1.0x on
average over 2025-2028. However, its funds from operations (FFO)
net leverage is affected by substantial tax payments due to its
presence in high tax jurisdictions such as Norway and the UK. Fitch
forecasts FFO net leverage to be between 1.0x and 2.0x over
2025-2028, although temporary deviations are possible such as
during periods of lower oil and natural gas prices, which could
require corrective actions such as opex, capex and/or dividend
cuts.

Average Production Costs, Decommissioning Obligations: The
acquisition of Wintershall Dea's assets helped reduce average
production costs. Fitch expects Harbour's operating costs to be
around USD14/boe, which Fitch views as average. UK-focused Ithaca
Energy plc's (BB-/Stable) production costs are around USD20/boe,
while Aker BP's are USD6.2/boe. Harbour's decommissioning
provisions relative to 2P reserves should fall to around USD4/boe,
compared with pre-acquisition USD10/boe, Ithaca's USD7.5/boe and
Aker BP's USD2/boe. However, projected decommissioning pre-tax
expenses of USD350 million-400 million a year will affect cash
flows.

Positive M&A Record: Harbour has a record of successfully
integrating its acquisitions, like its reverse merger with Premier
Oil. Harbour's focus following acquisitions has been on debt
reduction, and its pre-acquisition net financial debt is minimal.
Fitch expects Harbour's financial policy to remain prudent after
the Wintershall Dea acquisition.

Energy Transition Under Way: Harbour plans to be net zero by 2050
for its gross operated Scope 1 and 2 CO2e emissions, with an
interim target of a 50% reduction versus a 2018 baseline by 2030,
supported by Wintershall Dea's gas-focused assets. Fitch assumes
that at least in the medium term the impact of energy transition on
oil and gas companies will be limited. However, over the longer
term the oil and gas companies, and in particular pure upstream
producers such as Harbour, may be subject to more rigorous
regulation, and their margins could be affected by carbon taxes and
other regulatory measures. They will also need to adjust to
declining hydrocarbons demand.

Peer Analysis

Harbour's production (post-acquisition averaging 450kboe/d) is
similar to that of peers like Aker BP (2024: 440kboe/d), Hess
Corporation (BBB/Rating Watch Positive; pre-acquisition 494kboe/d)
and APA Corporation (BBB-/Stable; 440kboe/d).

Harbour's asset base is geographically more diversified than that
of Aker BP (focused on Norway) or US peers. However, its reserve
life is weaker (2P reserve life of eight years, compared with Aker
BP's 11 years), in view of Harbour's mature assets in the UK
Continental Shelf. Operating costs for combined assets at USD14/boe
are higher than Aker BP's 6.2/boe. Its forecast for Aker BP
indicates negative free cash flow (FCF), driven by large capex,
compared with Harbour's positive FCF over the medium term.

Key Assumptions

- Oil and gas prices in line with Fitch's base case price deck

- Production volumes averaging 450kboe/d each year over 2025-2028

- Capex at around USD2.1 billion in 2025, USD1.6 billion in 2026
and average USD1 billion a year over 2027-2028 (excluding expensed
exploration expenses and decommissioning charges)

- Decommissioning charges at USD300 million-400 million a year over
2025-2028

- EC for the hybrid bonds at 50%

RATING SENSITIVITIES

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

- Failure to replenish reserves and maintain a stable production
profile

- FFO net leverage consistently above 2x or EBITDA net leverage
consistently above 1.5x

- Aggressive M&A, dividend payments or other policies materially
affecting the credit profile and leading to consistently negative
FCF

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

- Material improvement in the business profile, including a much
higher reserve life

- Adherence to a conservative financial policy with FFO net
leverage below 1x or EBITDA net leverage below 0.5x on a sustained
basis

Liquidity and Debt Structure

Harbour's liquidity remains comfortable, with cash and cash
equivalents at USD805 million at end-2024. This is bolstered by a
USD3 billion revolving credit facility (RCF), of which USD1.9
billion was undrawn at end-2024. The RCF is set to mature in 2029.
Fitch anticipates that FCF will remain largely positive in
2025-2028.

Issuer Profile

Harbour is an independent oil and gas exploration and production
company. It is domiciled in the UK and its main assets are located
in UK, Norway, Germany, North Africa and Latin America.

Date of Relevant Committee

28 April 2025

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

Harbour has an ESG Relevance Score of '4' for Waste & Hazardous
Materials Management; Ecological Impacts due to significant
decommissioning obligations, which has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.

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

   Entity/Debt           Rating           Prior
   -----------           ------           -----
Wintershall Dea
Finance 2 B.V.

   Subordinated      LT BB  New Rating    BB(EXP)

SIPS.UK LTD: BRI Business Named as Joint Administrators
-------------------------------------------------------
SIPS.UK Ltd was placed into administration proceedings in the High
Court of Justice Court Number: CR-2025-002172, and John William
Rimmer and Lauren Louise Auburn of BRI Business Recovery and
Insolvency, were appointed as joint administrators on April 10,
2025.  

SIPS.UK are manufacturers of structurally insulated panels (SIPS).

Its registered office is at Carlton House, High Street, Higham
Ferrers, NN10 8BW.

Its principal trading address is at Unit 3 & 4 Pytchley Lodge Road,
Pytchley Lodge Industrial Estate, Kettering, Northants, NN15 6JQ.

The joint administrators can be reached at:

         John William Rimmer
         Lauren Louise Auburn
         BRI Business Recovery and Insolvency
         100 St James Road, Northampton
         NN5 5LF

Further details contact:

         The Joint Administrators
         Tel: 01604 595606

Alternative contact:

         Diana Krasinska
         Email: dkrasinska@briuk.co.uk

VICTORIA PLC: Fitch Lowers Long-Term IDR to 'CCC+'
--------------------------------------------------
Fitch Ratings has downgraded Victoria PLC's Long-Term Issuer
Default Rating (IDR) to 'CCC+', from 'B', and its senior secured
notes to 'B-', from 'B+' with a Recovery Rating of 'RR3'.

The downgrade reflects Fitch's expectations of increased
refinancing risk and stress to the liquidity profile as the
revolving credit facility (RCF) maturity is due in February 2026.
Together with its view of softer demand for Victoria's products,
coupled with higher interest costs, this is expected to lead to
negative free cash flow (FCF) across the financial years 30 March
2025 to 2028 (FY25 to FY28). This weakens the financial profile,
with significant deviations from its previous expectations of free
cash flow and EBITDA interest coverage. Fitch projects these
metrics to remain outside the previous negative sensitivities for
an extended period (from FY25 to FY28).

Key Rating Drivers

Increased Refinancing Risk: Persistent increase in Victoria's
refinancing risk is driven by a combination of market volatility,
weaker credit metrics and approaching maturities of the RCF due in
February 2026 and two sets of senior secured notes due in August
2026 and March 2028. Fitch had anticipated a recovery in demand in
2H25 (low single digit revenue growth), but now expects this
recovery only in 2H26. The prolonged delay in the recovery of the
market will exacerbate the company's refinancing risk in FY26.

Weak Liquidity: Fitch assesses Victoria's liquidity profile as weak
given that the RCF is maturing in February 2026, and Fitch
forecasts FCF to stay negative across FY25-FY28 due to limited
EBITDA, higher interest costs and strained working capital. While
Victoria has alternate liquidity measures (availability to
bilateral loans and sale of non-core real estate assets), the
headroom remains minimal without the availability of RCF, according
to Fitch.

High Leverage: Fitch estimates Victoria's Fitch-adjusted EBITDA
gross leverage to have reached 10.3x at FY25 and remain high at
7.7x at FY26. These revised leverage metrics exceed its previous
sensitivities for an extended period, with leverage expected to
fall below 6.5x only by FYE28. The deleveraging delay is due to its
expectation of weaker EBITDA generation from lower volumes and
persistent pricing pressure.

Constrained EBITDA Generation: Fitch estimates that the company's
Fitch-adjusted EBITDA margin to have reached 6.8% in FY25, versus
10.5% in FY24, affected by its moderation in pricing power in
ceramic tiles and low demand in carpets. This, combined with its
expectation of a moderate low, single-digit rise in demand from
2H26, results in materially lower EBITDA generation for FY26-FY28.
Fitch forecasts that EBITDA margins will improve and stay in the
range of 9%-11% between FY26 and FY28 due to cost optimisation and
business reorganisation initiatives.

Low Customer Concentration, Strong Brand: Victoria's diversified
customer base, of mainly small independent retailers and limited
third-party distributor exposure, results in low customer
concentration, with the top 10 customers accounting for less than
20% of sales in FY24. The company has built strong brand loyalty,
which has translated into long-term customer relationships.

Peer Analysis

Victoria holds a leading market position in carpets and ceramic
tiles. It is larger than peers like PCF GmbH (CCC+) and comparable
in size to Hestiafloor 2 (Gerflor: B/Positive). However, it remains
far smaller than Mohawk Industries, Inc. (BBB+/Stable) and slightly
smaller than Tarkett Participation (B+/Positive). While Gerflor
demonstrates superior geographical diversification compared with
Victoria, both companies maintain a high exposure to Europe,
including the UK.

In contrast, Tarkett benefits from broader geographical
diversification. Similar to many building product companies,
Victoria has limited market diversification, with a predominantly
residential focus, whereas Tarkett and Gerflor have greater
exposure to commercial real estate markets.

Victoria's EBITDA margins remain higher than those of Tarkett
(7%-8%), benefiting from a more focussed product mix and less
exposure towards the lower-margin North American subsector.
However, Victoria's EBITDA margins trail those of Gerflor, which
gains from strong market diversification and a specialised product
mix. Victoria's projected EBITDA leverage is anticipated to be 7.7x
by FYE26, meaning that it remains substantially higher than
Gerflor's 5.2x and Tarkett's 4.1x.

Key Assumptions

- Refinancing to be completed in FY26.

- Revenue to decline by 13.6% in FY25 and rise at 4.5% in FY26 and
about 8% in FY27-FY28.

- EBITDA margin to decline to 6.8% in FY25 and stay at about 9%-11%
in FY26-FY28, driven by increased volumes.

- Working capital consumption of 2% in FY25 and about 1%-1.5%
between FY26 and FY28.

- Capex at 5.5%-6% of revenue in FY25-FY28.

- Cumulative M&As of GBP20 million in FY25-FY28.

- No dividends and preferential share redemption across rating
horizon.

Recovery Analysis

Recovery Analysis Assumptions

- The recovery analysis assumes that Victoria would be reorganised
as a going concern in bankruptcy rather than liquidated.

- Fitch assumes a 10% administrative claim.

- The RCF is fully drawn in a post-restructuring scenario,
according to Fitch's criteria. The factoring line is ranked super
senior (deducted from estimated enterprise value). Senior unsecured
debt consists of overdraft facilities and other bank loans, which
rank behind senior secured debt.

- Senior secured notes rank next in the waterfall after the RCF.

- The going concern EBITDA estimate to GBP120 million reflects its
view of a sustainable, post-reorganisation EBITDA upon which Fitch
bases the valuation of the company, also considering the most
recent acquisitions/disposals.

- Fitch uses an enterprise value multiple of 5.5x to calculate a
post-reorganisation valuation, reflecting Victoria's leading
position in its niche markets (soft flooring and ceramic tiles),
long-term relationship with blue-chip and loyal customer base.

- The waterfall analysis output for the senior secured debt (EUR750
million term loans) generated a ranked recovery in the 'RR3' band,
indicating an instrument rating of 'B-'.

RATING SENSITIVITIES

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

- Absence of marketable refinancing options 12 months before 2026
senior secured note maturity or refinancing terms which are viewed
as a distressed debt exchange under Fitch's criteria.

- Weaker operating performance leading to accelerating negative
FCF.

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

- EBITDA gross leverage below 7.5x.

- EBITDA interest coverage above 2.0x

- Neutral to Negative FCF margins.

Liquidity and Debt Structure

At end-September 2024, Victoria's liquidity was supported by about
GBP82 million of readily available cash (net of Fitch-restricted
cash for working capital adjustments) and GBP135 million of an
undrawn RCF (overall limit GBP150 million). In its revised
forecasts, Fitch expects the company to generate a cumulative
negative FCF of GBP147 million between FY25 and FY26 and, given the
RCF is due to mature in eight months, Fitch expects the liquidity
profile will deteriorate further if there are delays in
refinancing.

Victoria's debt structure comprises EUR489 million of senior
secured notes due in August 2026 and EUR250 million of senior
secured notes due March 2028s, the RCF, factoring facilities and
the remaining unsecured loans. Victoria has initiated the
refinancing process, which Fitch assumes under its rating case to
be completed in FY26.

Issuer Profile

Victoria is an AIM-listed, UK-based company that designs,
manufactures and distributes flooring products, including carpet,
ceramic tiles, underlay, luxury vinyl tiles and artificial grass,
as well as flooring accessories.

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
   -----------             ------          --------   -----
Victoria PLC         LT IDR CCC+ Downgrade            B

   senior secured    LT     B-   Downgrade   RR3      B+


                           *********


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

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

Copyright 2025.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *