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

                          E U R O P E

          Friday, July 4, 2025, Vol. 26, No. 133

                           Headlines



A R M E N I A

ARMENIA: Moody's Affirms 'Ba3' Issuer Ratings, Outlook Stable


F R A N C E

COOPER CONSUMER: Moody's Affirms 'B3' CFR, Outlook Stable
EUTELSAT COMMUNICATIONS: Fitch Puts 'B' LongTerm IDR on Watch Pos.


G E R M A N Y

KION GROUP: S&P Lowers ICR to 'BB+', Outlook Stable


I R E L A N D

BRIDGEPOINT CLO V: Fitch Assigns B-sf Final Rating on Cl. F-R Notes
BRIDGEPOINT CLO V: S&P Assigns B-(sf) Rating on Class F-R Notes
DRYDEN 124: Fitch Assigns 'B-sf' Final Rating on Class F Notes
PROVIDUS CLO XII: Fitch Assigns 'B-sf' Final Rating on Cl. F Notes
PROVIDUS CLO XII: S&P Assigns B-(sf) Rating on Class F Notes



I T A L Y

FULVIA SPV: Fitch Assigns 'BB+(EXP)sf' Final Rating on Cl. E Notes
GOLDEN BAR 2025-1: Fitch Assigns BB+sf Final Rating on Cl. F Notes
INTER MEDIA: S&P Discontinues 'B' Rating on EUR415MM Notes
RENO DE MEDICI: Moody's Cuts CFR to Caa1, Outlook Remains Negative


L U X E M B O U R G

GARFUNKELUX HOLDCO 2: Fitch Cuts IDR to RD, Then Hikes IDR to CCC+


R O M A N I A

KMG INT'L: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable


S W E D E N

POLESTAR AUTOMOTIVE: Enters $200M PIPE Deal With PSD Investment


T U R K E Y

ANKARA METROPOLITAN: Fitch Affirms BB- LongTerm IDR, Outlook Stable
ANTALYA METROPOLITAN: Fitch Affirms 'BB-' LongTerm IDRs
BURSA METROPOLITAN: Fitch Affirms BB- LongTerm IDRs, Outlook Stable
RONESANS GAYRIMENKUL: Fitch Hikes LT Foreign Currency IDR to 'BB-'


U K R A I N E

FERREXPO PLC: Fitch Lowers LongTerm IDR to 'CCC-'


U N I T E D   K I N G D O M

EMF-UK 2008-1: Fitch Lowers Rating on Class B1 Notes to 'B-sf'
MARKETSCAN LIMITED: Approved Recovery Named as Administrators
NES FIRCROFT: S&P Upgrades ICR to 'B+', Outlook Stable
PHARMANOVIA BIDCO: Fitch Lowers LongTerm IDR to 'B-', Outlook Neg.
POLARIS 2025-2: S&P Assigns Prelim. B-(sf) Rating on X1 Notes

PROHIRE GROUP: Ernst & Young Named as Administrators
PROHIRE LIMITED: Ernst & Young Named as Administrators


X X X X X X X X

[] BOOK REVIEW: Bendix-Martin Marietta Takeover War

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A R M E N I A
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ARMENIA: Moody's Affirms 'Ba3' Issuer Ratings, Outlook Stable
-------------------------------------------------------------
Moody's Ratings has affirmed the Government of Armenia's Ba3 local
and foreign currency long-term issuer ratings, as well as the
foreign currency senior unsecured ratings. Concurrently, Moody's
have maintained the outlook at stable.

The decision to affirm the rating at Ba3 is underpinned by
Armenia's robust growth potential and moderately high institutions
and governance strength. Moody's expects improvements to Armenia's
longer-term growth potential, supported by stronger productivity
growth. At the same time, Moody's expects some weakening in the
country's fiscal strength, driven by moderate increases in the
government debt burden and weakening debt affordability. A key
overhang on the credit is geopolitical risk, marked by persistent
tensions with Azerbaijan and a changing security architecture for
Armenia amid a weakening relationship with Russia.

The stable outlook indicates balanced risks to Armenia's credit
profile. The country's economic outlook may strengthen to a greater
extent than Moody's currently expect through greater productivity
gains. In turn, this would help set debt on a declining trend and
improve debt affordability. On the downside, an escalation in
political tensions with neighboring countries could materially
weigh on economic and fiscal outcomes.

Armenia's local and foreign currency country ceilings remain
unchanged at Baa2 and Ba1, respectively. The four-notch gap between
the local currency ceiling and the sovereign rating balances the
government's small footprint in the economy and strong institutions
against elevated geopolitical tensions with neighboring countries
and its moderate current account deficits in most years that expose
the economy to external shocks. The two-notch gap between the
foreign currency ceiling and local currency ceiling incorporates
Moody's assessments of Armenia's moderate policy effectiveness and
an open capital account, indicating low transfer and convertibility
risks even in times of stress.

A List of Affected Credit Ratings is available at
https://urlcurt.com/u?l=GrxjI8

RATINGS RATIONALE

RATIONALE FOR AFFIRMING THE Ba3 RATING

IMPROVING LONGER-TERM GROWTH PROSPECTS, SUPPORTED BY PRODUCTIVITY
GAINS

Armenia's near-term growth will moderate to about 4.5-5% in 2025
and 2026, as trade and services activity normalizes. The easing in
activity follows above-trend growth in 2022-2024 that was largely
driven by inflows of capital and labour from Russia after the onset
of the Russia-Ukraine war in 2022.

Moody's assesses that the country's longer-term potential growth
has strengthened to about 5% from 4.5%, supported by productivity
gains stemming from increased investment in physical capital and
improvements in the quality of human capital. Gross fixed capital
formation grew at an average of about 21% annually over 2022-2024,
compared to around 17% annually over 2017-2019. In addition, IMF
research found that a significant share (about 40%) of migrants
from Russia have tertiary education and are engaged in the highly
productive information and communication technology (ICT) sector.
Conference Board data show that labour productivity growth was
about 6.3% year-on-year on average over 2022-2024, compared to 4.4%
per year from 2017-2019.

Armenia's potential growth could improve further on sustained
implementation of structural reforms to increase productivity
growth, supported by the government's collaboration with
multilateral partners such as the IMF, World Bank and EBRD. Reform
areas include measures to raise exports, increase job growth and
improve the business environment. The government has made some
progress in diversifying its economy, gradually shifting from
low-productivity agriculture toward services, and broadening its
trade partners beyond Russia. The ICT sector accounted for an
average of 5.7% of GDP over 2022-2024, compared to 3.7% over
2017-2019, with majority of its ICT exports to the US and the EU.

HIGHER GOVERNMENT DEBT BURDEN AND WEAKER DEBT AFFORDABILITY REDUCE
FISCAL STRENGTH

Moody's expects a moderate widening of the fiscal deficit in 2025,
along with higher government debt burden.  Based on the
government's medium-term expenditure framework (MTEF), the
government will continue to incur wide, but declining, fiscal
deficits of 5.5% of GDP in 2025 and about 4-4.5% in 2026 to support
higher spending on national security and social protection,
including for refugee integration. Moody's expects the government
to maintain its gradual fiscal consolidation beyond 2026.
Meanwhile, Moody's projects the government debt to increase from
48% of GDP in 2024 to about 52% in 2025, stabilizing at close to
55% in 2026-2027.

Moody's also expects some weakening in the government debt
affordability, amid a shift in the debt structure to reduce foreign
exchange risks. The share of government debt denominated in foreign
currency (FCY) declined to about 49% in 2024, from around 80% on
average over 2017-2019. Moody's expects the share of
FCY-denominated government debt to remain at about 50% for the next
few years. At the same time, however, increased borrowing in local
currency has raised the government's debt servicing costs. Interest
payments accounted for nearly 12% of government revenue in 2024,
compared to about 10% over 2017-2019. Moody's expects Armenia's
debt servicing cost to be around 12-13% of government revenue for
the next two to three years.

GEOPOLITICAL RISKS REMAIN HIGH

Political risk in Armenia will remain high, marked by persistent
tensions with Azerbaijan and a changing security architecture for
Armenia amid a weakening relationship with Russia. In Moody's
baseline scenario, Moody's expects Armenia's geopolitical
relationships to feature persistent tensions with Azerbaijan,
marked by periods of rhetorical altercations and intermittent
military skirmishes. Moody's do not expect outright military
conflict that would materially impact Armenia's economic and fiscal
outlook or significantly hamper the functioning of the government.

However, Armenia's security architecture is changing. Its
relationship with Russia appears to be weakening, while the
government pursues closer relationships with the US and EU. Armenia
has frozen its participation in the Russia-led Collective Security
Treaty Organization (CSTO). At the same time, Armenia has signed a
strategic partnership charter with the US and conducted joint
military exercises with the US. It is also strengthening its
relationship with the EU. The EU has approved a two-year extension
of the EU civilian monitoring mission (EUMA) on the Armenia side of
the international border with Azerbaijan until February 2027. In
addition, Armenia is negotiating a new EU-Armenia Partnership
Agenda.

Moody's expects Armenia to delicately balance its relationships
with Russia and the US and EU. Its close economic ties and energy
dependence on Russia underscore Armenia's vulnerabilities to
potential risks should this balance be disrupted.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook indicates balanced risks to Armenia's credit
profile. On the upside, the country's economic outlook may
strengthen to a greater extent than Moody's currently expect
through greater productivity gains. In turn, this would help set
debt on a declining trend and improve debt affordability.
Meanwhile, event risk remains the key source of downside risk due
to geopolitical tensions with neighboring countries. An escalation
in political tensions with neighboring countries could materially
weigh on economic and fiscal outcomes.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Armenia's CIS-3 ESG credit impact score is driven primarily by its
exposure to social and environmental risks, balanced against its
low governance risk that is underpinned by a track record of policy
effectiveness and institutional reforms.

Armenia's E-3 issuer profile score for environmental risks reflects
the country's moderate exposure to heat and water stress, sizeable
agricultural sector and its landlocked geography and small land
area. Exposure to pollution, water constraints, and carbon
transition risk is low, given the economy's limited dependence on
hydrocarbon revenue and exports. Armenia's score is largely in line
with its neighbours.

Armenia's S-3 issuer profile score for social risks is driven by
demographic challenges including a small, ageing population and
high youth unemployment that may act as a drag on long-term
potential growth. High emigration by higher skilled Armenians
supports inbound remittances, a mitigating factor, but also
exacerbates demographic dynamics. The pivot to higher productivity
services sectors including information technology may help to
mitigate these risks. Moderate risks stem from similar levels of
housing and healthcare provision, life expectancy, and access to
basic services observed in other sovereigns in the region.

Armenia's G-2 issuer profile score for governance risks reflects
the country's relative strength versus peers in economic
policymaking, with a track record of fiscal and monetary prudence,
and initial progress toward institutional reforms. Ongoing
challenges include control of corruption and rule of law, although
perceptions have recently improved and institutional reforms to
address these issues, in large part with international technical
assistance, are among the government's top priorities. The banking
system's large size and still-high dollarization pose some risks to
financial stability, although the central bank's macroprudential
policies help to contain these risks.

GDP per capita (PPP basis, US$):  23,361 (2024)  (also known as Per
Capita Income)

Real GDP growth (% change):  5.9% (2024)  (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec):  1.5% (2024)

Gen. Gov. Financial Balance/GDP:  -3.5% (2024)  (also known as
Fiscal Balance)

Current Account Balance/GDP:  -3.8% (2024)  (also known as External
Balance)

External debt/GDP:  62.4% (2024)

Economic resiliency:  baa2

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

On June 23, 2025, a rating committee was called to discuss the
rating of the Armenia, Government of. The main points raised during
the discussion were: The issuer's economic fundamentals, including
its economic strength, have materially increased. The issuer's
institutions and governance strength, have not materially changed.
The issuer's fiscal or financial strength, including its debt
profile, has materially decreased. The issuer's susceptibility to
event risks has not materially changed.

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

FACTORS THAT COULD LEAD TO AN UPGRADE

The rating would likely be upgraded should there be durable and
material improvements to Armenia's government debt burden and debt
affordability. This could come from quicker fiscal consolidation
and implementation of reforms that broaden the tax base and lower
the government's borrowing costs.

Sustained structural reform implementation that raised Armenia's
economic competitiveness and institutional strength, leading to
improvements to its longer-term growth potential beyond Moody's
current expectations, would also put upward pressure on the
rating.

Improvements in relations with neighboring countries that lead to a
meaningful reduction in geopolitical risks would also be credit
positive. This could come in the form of a lasting peace agreement
between Armenia and Azerbaijan.

FACTORS THAT COULD LEAD TO A DOWNGRADE

The rating would likely be downgraded if there were an escalation
of geopolitical tensions, to the extent that it materially hampers
policymaking and significantly weighs on Armenia's economic and
fiscal prospects. There could also be downgrade pressures on the
credit if there were to be a significant weakening in Armenia's
growth and fiscal outlook. This could come from geopolitical
developments elsewhere that lead to a significant slowdown in major
trading partners or material increases in global commodity prices.

The principal methodology used in these ratings was Sovereigns
published in November 2022.

The weighting of all rating factors is described in the methodology
used in this credit rating action, if applicable.

The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.




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

COOPER CONSUMER: Moody's Affirms 'B3' CFR, Outlook Stable
---------------------------------------------------------
Moody's Ratings has affirmed the B3 long term corporate family
rating and B3-PD probability of default rating of Cooper Consumer
Health S.A.S. (Cooper or the company), a leading European
over-the-counter (OTC) pharma manufacturer and distributor.
Concurrently, Moody's have downgraded the senior secured debt
rating to B3 from B2 on the company's total EUR2,375 million senior
secured first-lien term loan B (TLB) maturing in 2028, including
the new add-on of EUR150 million, and on the total EUR295 million
senior secured revolving credit facility (RCF) maturing in 2028.
The Caa2 rating on the remaining outstanding EUR197 million senior
secured second-lien term-loans due 2029 is unaffected and will be
withdrawn upon transaction closing, as these instruments will be no
longer outstanding. The outlook remains stable.

The rating action follows the company's decision to repay the
remaining second-lien debt with the issuance of an additional
first-lien TLB tranche. The proposed transaction, which also
includes the repricing of the current B3 tranche of the TLB, will
result in a weaker recovery prospects of senior debtholders within
the capital structure. The full repayment of the second-lien will
result in a reduction in the loss absorption protection offered by
the junior debt of the capital structure, resulting in an alignment
between the CFR and the senior secured first-lien rating.

"Cooper rating affirmations reflects the strong progress the
company has made at integrating Viatris Inc. (Viatris), acquired in
July 2024, and the improving credit metrics thanks to strong
earnings growth and positive free cash flow generation; success in
demonstrating further improvement in its financial leverage could
result in a rating upgrade," says Paolo Leschiutta, a Moody's
Ratings Senior Vice President and lead analyst for Cooper.

RATINGS RATIONALE      

--- RATIONALE FOR B3 CFR AFFRIMATION --

Cooper's B3 rating reflects the company's solid market position in
the European fragmented self-care market, with improved scale,
product portfolio and geographic diversification following the
acquisition of Viatris Inc.'s OTC Portfolio. The rating also
factors the company's solid track record of profitable growth, both
organically and through bolt-on acquisitions, and the sound market
fundamentals for OTC products, with demand constantly growing over
the last five years. Cooper's strong cash flow generation capacity,
stemming from its asset-light business model, is also supporting
the rating.

However, the rating is constrained by the company's still high
leverage and by the execution risk associated with the ongoing
integration of the Viatris OTC portfolio. The acquisition was
completed in July 2024 and Cooper has already started selling the
acquired brands through its own distribution network in most
markets. While the process has so far been smooth, a certain degree
of execution risk remains, largely related to some services such as
IT systems and regulatory functions, which are still under
Transition Service Agreements (TSA) that are likely to terminate by
year-end 2025.

The results year to date, together with the slightly positive
effect of the current contemplated transaction that will result in
a EUR50 million reduction in the company's gross debt, support the
ongoing deleveraging of the company with the likelihood that the
company might exceed Moody's expectations for the full year. The
ratings remain supported by Moody's expectations for strong cash
generation and Moody's positively note that the contemplated
transaction should also result in some savings on the cost of debt
resulting in improving interest coverage ratio. Thanks to the
expected strong earnings growth, Moody's expects Moody's adjusted
debt to EBITDA to decline below 7.0x in the next 12-18 months,
leaving the company solidly positioned in the rating category.

--- RATIONALE FOR DOWNGRADE OF SENIOR DEBT TO B3 FROM B2 --

The downgrade of the senior secured rating to B3 from B2 on the
first-lien tranche reflects the full repayment of senior secured
second lien term loan with new senior debt, resulting in a weakened
position for senior debtholders within the capital structure due to
the lower loss absorption protection offered by the full repayment
of senior secured second lien term loan. As highlighted last year,
the continuation of additional switches from junior to senior debt
could have led to the senior debt losing the rating uplift compared
to the CFR.

A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee.

LIQUIDITY

Cooper's liquidity remains good, supported by a cash balance of
EUR241 million as of May 2025 and a fully available EUR295 million
RCF maturing in 2028. Moody's expects the company to maintain
positive FCF generation of around EUR100 million in 2025, despite
one-offs.

The RCF has a maximum senior secured net leverage springing
covenant of 9.75x, to be tested if it is drawn by more than 40%.
Moody's do not expect the covenant to be tested over the next 12-18
months. Even if it is tested, Cooper would have ample capacity
under this covenant.

STRUCTURAL CONSIDERATIONS

Cooper's B3-PD probability of default rating is in line with the
CFR and reflects the use of a 50% family recovery rate, consistent
with an all-loan debt structure with a springing covenant.

The B3 instrument ratings on the TLB and the RCF, in line with the
company's CFR, reflect the fact that, following the repayment of
the second-lien facility, the first-lien facility will represent
the majority of the company's capital structure with no junior debt
providing any uplift any longer. The debt facilities are secured by
pledges over shares, key bank accounts and intercompany receivables
and guarantees by certain subsidiaries representing at least 80% of
the group's EBITDA.

Moody's do not include in Moody's adjusted debt calculations the
EUR500 million shareholder loan, maturing in 2030, borrowed by
Cooper and indirectly lent by its majority shareholders because
this instrument is eligible to receive equity credit under Moody's
criteria.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectations that Cooper will
continue to record revenue and EBITDA growth post- acquisition,
alongside a decrease in leverage to below 7.0x in 2025. The outlook
does not factor in any large debt-funded acquisitions or
shareholder distributions.

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

Upward rating pressure could arise if (1) Cooper's Moody's-adjusted
debt/EBITDA falls towards 6.5x; and (2) the company maintains
sustained profit growth and positive FCF, along with continued
strong liquidity.

Negative rating pressure would be exerted on the rating if (1)
Cooper's Moody's-adjusted gross debt/EBITDA remains sustainably
well above 7.5x beyond 2025; (2) free cash flow turns negative on a
sustained basis; (3) liquidity deteriorates including a potential
reduction in headroom under financial covenants; (4) the company
embarks upon a large debt funded acquisition prior to the recovery
of credit metrics.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.

Cooper ratings of B3 is three notches below the scorecard-indicated
outcome of Ba3, based on pro-forma ratios as of December 2024. The
difference reflects the fact that the rating remains constrained by
the execution risk related to the integration of Viatris and the
still-high leverage.

COMPANY PROFILE

Cooper Consumer Health S.A.S. (Cooper) is a leading European
self-care company that provides a range of over-the-counter (OTC)
pharma products, food supplements, medical devices and active
pharmaceutical ingredients. The company has pan-European presence,
with solid market positions in key markets, including France, the
Netherlands, Italy, Iberia and Belgium. Over time, the company has
expanded its product portfolio and geographical reach through
several acquisitions. Notably, the acquisition of Viatris's OTC
division in 2024 significantly increased its scale.

In March 2021, CVC Capital Partners Fund VII (CVC) acquired the
majority stake in Cooper's capital. Meanwhile, Charterhouse, the
founders of Vemedia, and the company's management retained minority
shares. As of March 2025 on a LTM basis, Cooper generated revenue
of EUR1,032 million and a company-adjusted pro-forma EBITDA of
EUR359 million.


EUTELSAT COMMUNICATIONS: Fitch Puts 'B' LongTerm IDR on Watch Pos.
------------------------------------------------------------------
Fitch Ratings has placed Eutelsat Communications S.A.'s (ECOM)
Long-Term Issuer Default Rating (IDR) of 'B' and its senior
unsecured rating of 'CCC+' with Recovery Rating of 'RR6' on Rating
Watch Positive (RWP). Fitch also affirmed Eutelsat S.A.'s (ESA) IDR
of 'BB' and revised the Outlook to Stable from Negative and
affirmed its senior unsecured debt rating at 'BB'/'RR4'.

The RWP follows Eutelsat's announcement of an EUR1.35 billion
equity raising and the potential incorporation of a one-notch
uplift to the company's Standalone Credit Profile (SCP) of 'b+',
due to the incorporation of state support within the rating and
alignment of ECOM's credit profile with the SCP based on the
group's consolidated rating profile.

The equity raising will result in the French state (AA-/Negative)
becoming the largest shareholder by more than doubling its stake,
to just under 30%. Fitch views this in conjunction with a new EUR1
billion defence framework agreement over 10 years as evidence of
major state support that enables ECOM to be considered as a
government-related entity (GRE).

Fitch anticipates resolving the RWP upon closure of the transaction
with a likely upgrade of ECOM's IDR to at least 'BB-'. ESA is
likely to remain at 'BB' in line with its SCP. The transaction is
likely to be completed in 2H25.

Key Rating Drivers

Capital Increase Alleviates Funding Concerns: Eutelsat estimates it
will need about EUR4.2 billion until 2032, to ensure the continuity
of OneWeb's first-generation satellite constellation and finance
its contribution to the IRIS2 project. OneWeb alone needs EUR2
billion-2.2 billion financing over 2025-2029, which the EUR1.35
billion capital increases partly covers. Fitch expects that the
combination of debt financing at OneWeb and cash flow generated by
ESA will cover the medium-term strategic plan until FY29 despite
OneWeb's negative free cash flow (FCF).

The capital increase will reinforce the group's balance sheet,
secure long-term satellite funding and improve the group's access
to debt markets and ECA financing.

OneWeb Slow Progress: OneWeb continues to generate negative EBITDA
and progress in increasing revenues has been slow. However, in the
next three to four years Fitch expects revenue growth will be
driven by the completion of ground stations, landing rights (as in
India) and gradual launch of the next generation of satellites, and
benefit from geopolitical changes, which have brought into focus
the need for sovereign solutions in defence and communications.
With the ramp-up in customer equipment and ground infrastructure
coverage, Fitch expects OneWeb to generate positive EBITDA in
FY28.

GEO Structural Challenges: Eutelsat's revenues from traditional
geosynchronous Earth orbit (GEO)-enabled services are likely to
remain under pressure, in its view, with the TV-related video
subsector hit by structurally lower usage of linear TV, while the
non-video subsectors are suffering from the wider adoption of LEO
technology. At end-2024, Eutelsat recorded EUR535 million of
goodwill impairments in respect of its GEO assets on lower future
cash flows from these assets, due to weaker demand for video and
potentially intensifying competition with LEO connectivity
services.

'b+' Groupwide Credit Profile: Eutelsat's groupwide consolidated
credit profile and SCP currently correspond to 'b+', reflecting
operating challenges in GEO, execution risk in the LEO subsector
and the company's medium-term financial profile. Funding
uncertainty has been greatly reduced by the expected capital
increase, but higher capex assumptions in its updated base case
leaves the group consolidated credit profile and SCP unchanged at
'b+'.

GRE Rating Uplift: Once the capital increase is completed, Fitch
expects the rating to benefit from at least one-notch uplift to its
SCP under Fitch's GRE Rating Criteria leading to a group credit
profile of 'bb-'. This reflects a support score of 15, to which
Fitch applies an overlay leading to 'Modest Expectations' of
support. The support reflects the strategic importance of LEO
assets, the future IRIS2 constellation and demonstrated timely
state support.

PSL Linkage to Change: Covenant and cash flow restrictions at ESA
have led to an assessment of 'porous' ring-fencing and control
based on Fitch's PSL criteria. As a result, ESA, as a stronger
subsidiary, is rated two notches above the consolidated group
profile of 'b+' and in line with ESA's SCP of 'bb'. It is likely
that the notching relative to Eutelsats's consolidated group
profile and SCP will reduce from two notches to one following the
capital increase. Fitch therefore does not expect ESA's rating to
change as it would remain in line with its SCP.

Ring-fencing Around ESA: The 2029 bond terms effectively ring-fence
ESA, limiting its leverage and capacity to circulate cash to other
parts of the group, benefiting its creditors. Distributions from
ESA are limited once its net leverage exceeds 2.75x (company
definition), but ESA can provide the greater of EUR1.4 billion or
175% of EBITDA in funding to OneWeb, subject to net leverage
remaining below 3.25x. ESA's heavier involvement in new LEO
projects, such as IRIS2, may increase its exposure to group-wide
risks, reduce the benefits of ring-fencing, and lead to narrower
notching.

ESA's Robust Cash Flow Generation: With the company-defined
leverage limited to a maximum of 3.25x, Fitch views ESA's SCP as
consistent with 'bb'. By its estimates, ESA's leverage under this
definition was close to 2.6x at end-2024, suggesting limited
capacity for additional distributions. ESA's credit profile is
underpinned by its robust cash flow generation, stemming from a
strong company-defined EBITDA margin of close to 67% and cyclical
GEO capex requirements, despite its GEO revenues remaining under
pressure.

Reduced Leverage: Fitch projects that Eutelsat's groupwide net
debt/EBITDA is likely to decrease to below 2.5x FY26 following the
equity raising and partial disposal of the ground infrastructure.
This is likely to increase as Fitch expects the company to remain
FCF negative as it deploys its LEO and GEO satellite
constellations. The pace and extent of increase will be highly
sensitive to the growth of EBITDA at OneWeb. Eutelsat's ultimate
target is to reduce net debt/EBITDA (company defined) to 3.0x.

Peer Analysis

Eutelsat's strategy of developing a LEO constellation through the
merger with OneWeb contrasts with SES S.A.'s (BBB/Negative) focus
on building a high-capacity, medium Earth orbit constellation with
reasonably low latency to allow for time delay-sensitive
applications, such as video conferencing. With both operators
participating in the IRIS2 constellation, this difference may
become less pronounced.

Eutelsat's leverage thresholds for the rating are tighter than for
single-country integrated European telecoms operators, such as
Royal KPN N.V. (BBB/Stable), reflecting lower revenue visibility,
higher execution risks, and the negative EBITDA and FCF generation
of LEO services. Eutelsat has lower leverage than Viasat, Inc.
(B/Stable), which is more diversified, but has higher leverage than
SES. It also faces higher execution risks around its LEO strategy
and more challenging capex requirements.

Key Assumptions

- Mid- to high-single-digit revenue declines in the subsectors of
GEO-enabled services

- OneWeb operations achieving positive EBITDA by FY28 (year-end
June)

- Sale of ground infrastructure for EUR550 million on a net basis
in FY26

- GEO capex on average at 34% of GEO revenues in FY25-FY29

- Cumulative EUR2.4 billion of capex in the maintenance of the
existing LEO constellation in FY25-FY29

- No dividends

Recovery Analysis

The recovery analysis assumes that Eutelsat would be liquidated
rather than reorganised in bankruptcy. Fitch has assumed a 10%
administrative claim. A liquidation value approach involves
discounting Eutelsat's book value of balance-sheet assets including
affiliates and estimating the total asset liquidation proceeds.
Under the liquidation value approach, Fitch calculates the amount
available to creditors after the 10% administration claim at zero.

There is no operating activity at the Eutelsat level, with its key
assets being a 96.3% stake in ESA and a 100% economic interest in
OneWeb. In the event of financial distress, Fitch has assumed zero
value for OneWeb as it continues to generate negative EBITDA. Fitch
expects the default at Eutelsat to be accompanied by at least some
operating underperformance at ESA but assume that this subsidiary
will continue operating. Operating pressures at ESA may be
triggered by a loss of large customers or satellite technical
malfunctioning.

Fitch applies a going-concern approach to estimate the value of
ESA. Fitch assumes EUR600 million of EBITDA at the ESA level and
apply a 4.0x enterprise value/EBITDA multiple, which is broadly in
line with trading multiples for satellite operators. Fitch assumes
EUR2,461 million of ESA debt, ranking structurally senior to
Eutelsat's own debt.

As only residual equity value is available at Eutelsat's level, the
above assumptions result in zero residual equity value, before
applying a 10% discount for administrative claims. Fitch estimates
the total value of unsecured debt for claims at Eutelsat at EUR400
million. This results in expected recoveries for senior unsecured
debt at 0%, leading to a Recovery Rating of 'RR6'.

RATING SENSITIVITIES

Eutelsat

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

- Consolidated EBITDA net leverage above 4.5x for an extended
period (In monitoring leverage, Fitch also considers leverage at
Eutelsat (with ESA deconsolidated), including recurring dividends
received from ESA.)

- Significant pressure on FCF driven by EBITDA erosion as a result
of pricing pressure, protracted contraction of subsectors, rising
global overcapacity or new competitive entrants, and
higher-than-expected capital intensity

- Slow progress in achieving sustainably strong EBITDA generation
at OneWeb

- Increasing refinancing risk with weaker access to financial
markets and bank financing but also slow progress in arranging
long-term sustainable funding for OneWeb, including from export
credit agencies

- Failure to raise equity

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

The RWP will be resolved on the completion of an equity raising.

- Consolidated EBITDA net leverage sustained at below 4x

- Visibility on cash flow turning positive through the cycle and
revenue and EBITDA not being adversely affected by changes in
sector trends and the market structure

- Removal of ring-fencing around ESA

Fitch could revise the Outlook to Stable on consolidated EBITDA net
leverage consistently below 4.5x and progress in addressing
refinancing needs and the funding of OneWeb development, coupled
with evidence of improving OneWeb performance

ESA

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

- EBITDA net leverage consistently exceeding 3.5x

- Continuing pressure in GEO subsectors, leading to lower revenue
visibility and FCF erosion

- Removal or significant loosening of ring-fencing provisions, but
also wider exposure to groupwide risks including from a wider
exposure to LEO development

- Failure to raise equity

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

- Stronger ring-fence around ESA or an improvement in the groupwide
credit profile

Liquidity and Debt Structure

Eutelsat had ample liquidity at end-2024, with EUR692 million of
cash on its balance sheet, supported by a EUR450 million credit
line maturing in April 2027 that can be extended for two 12-month
periods on mutual consent, and an additional EUR100 million credit
facility maturing in June 2027. Eutelsat is facing about EUR1
billion refinancing needs between June and July 2027, followed by
EUR600 million bond maturities each in 2028 and 2029. The EUR1.35
billion capital increase and EUR550 million inflow from the
disposal of ground infrastructure, planned for FY26, will provide a
big liquidity cushion.

Issuer Profile

Eutelsat is a global satellite operator operating a GEO and LEO
constellation with most of its revenues generated in the non-US
direct-to-home subsector.

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
   -----------              ------                --------   -----
Eutelsat S.A.         LT IDR BB   Affirmed                   BB

   senior unsecured   LT     BB   Affirmed          RR4      BB

Eutelsat
Communications S.A.   LT IDR B    Rating Watch On            B

   senior unsecured   LT     CCC+ Rating Watch On   RR6      CCC+




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

KION GROUP: S&P Lowers ICR to 'BB+', Outlook Stable
---------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on KION Group
AG to 'BB+' from 'BBB-'. S&P also lowered the issue rating on
KION's senior unsecured debt to 'BB+' from 'BBB-' and assigned a
recovery rating of '3' (rounded estimate: 60%).

S&P said, "The stable outlook reflects our expectation that KION
will benefit from cost-saving initiatives and maintain credit
metrics commensurate with the rating -- specifically, adjusted
EBITDA margins exceeding 13% and an adjusted debt to EBITDA ratio
sustainably below 4.5x.

"We anticipate revenue growth will remain subdued in 2025 since
recovery in the industrial trucks and services (ITS) segment
continues to lag our expectations. In 2024, revenues experienced
only a 0.6% increase on the previous year, reaching EUR11.5
billion. As of the first quarter (Q1) of 2025, the order book
totaled EUR4.4 billion compared to EUR5.6 billion in Q1 2024.
Specifically, the order book for both the ITS and supply chain
solutions (SCS) segments has declined 28% and 15% year-over-year,
respectively, primarily due to normalizing lead times in ITS and
subdued order intake in SCS over the last year. Order intake is
further affected by ongoing macroeconomic uncertainty and volatile
geopolitical situation, and ITS facing intensifying competition.
That said, we anticipate revenues will decrease by about 3% in
2025. However, we expect a rebound in revenues of 4%-6% in 2026 as
the macroeconomic landscape stabilizes and the company's new
efficiency program makes it more competitive."

KION's profitability in 2025 will fall short of our expectations
due to its efficiency program targeting ITS. In 2024, the S&P
Global Ratings-adjusted EBITDA margin stood at 15.3%, recovering
from the low levels experienced in 2023 (13.8%) and 2022 (9.4%).
This increase was primarily driven by the higher-margin service
business in ITS, as well as improved cost management. Additionally,
the group reduced the amount of lower-margin legacy projects, which
contributed to the improved margin. In 2025, the group's efficiency
program will significantly affect profitability. The program aims
to adapt organizational structures and streamline work processes,
primarily targeting the ITS segment. S&P said, "Furthermore, we
expect the restructuring measures to optimize KION's European
footprint, specifically Germany and France, thus making the group
more competitive. That said, we understand KION will incur a EUR240
million-EUR260 million one-off charge in 2025, and the majority of
cash outflow will be in the same year. Thus, we expect the S&P
Global Ratings-adjusted EBITDA margin to decrease by more than 200
basis points to about 13%. The renewed profitability shortfall
after 2022 and 2023, driven by supply chain constrains and rising
costs, creates uncertainty regarding the future profitability
trajectory and earnings visibility. The low earnings and lack of
visibility observed in recent years result in more volatile
earnings, which is not in line with an investment-grade rating, in
our view. Similarly, we expect free operating cash flow (FOCF) to
decrease to EUR400 million-EUR450 million, compared to EUR627
million in 2024. Nevertheless, from 2026, we expect the program to
deliver sustainable annual cost savings of EUR140 million-EUR160
million, and the EBITDA margin to improve to 15.6%-16.0% in 2026,
further supported by higher volumes. We anticipate FOCF will
increase to EUR450 million-EUR500 million mainly driven by better
operating performance."

S&P said, "We no longer expect the group to reduce its S&P Global
Ratings-adjusted debt to EBITDA to below 4.0x over the next 18
months. In 2024, S&P Global Ratings-adjusted debt increased to
EUR7.76 billion from EUR7.2 billion in 2023. This increase was
mainly driven by growth in the financial services business, partly
offset by solid free cash flow generation. Consequently, the S&P
Global Ratings-adjusted debt-to-EBITDA ratio improved only slightly
to 4.4x in 2024 from 4.6x in 2023, compared to our previous base
case forecast of 3.5x-3.9x. In our updated base case, we expect the
debt-to-EBITDA ratio in 2025 will increase to 5.0x-5.5x as the
company's efficiency program and lower revenues weigh on the
group's profitability and the captive business continues to grow
modestly. Although we expect leverage to significantly reduce to
3.9x-4.2x in 2026 due to higher revenues and no additional
efficiency programs, we no longer expect leverage to reduce to
below 4x in the next 18 months. We note that the increase in debt
is primarily driven by our expectation of business growth in
financial service. We positively note that KION has a conservative
dividend policy targeting a dividend payout between 25%-40% of
consolidated net income, subject to the availability of
distributable profit.

"We view KION's captive finance and industrial operations as highly
integrated. Based on KION's available financial disclosures, it is
not possible to clearly separate industrial from financial services
activities according to our definition of captive operations.
Therefore, we continue to analyze KION on a consolidated basis.
Using this approach, we recognize the benefits of offering
financial services, such as better growth prospects and customer
retention, in our assessment of KION's business risk profile. These
are offsetting the negative impact on KION's credit metrics, in our
view. Providing financial services allows KION to respond to
customer needs (evidenced by increasing lease penetration rates) in
a competitive market as well as increase the share of recurring
revenue because leasing and rental contracts usually include
maintenance services. We also estimate that the financial services
business is enhancing the group's margins.

"We recognize there are economic uncertainties due to U.S.
government and tariff implementation. KION generates about 20% of
its revenue in North America. S&P Global Ratings believes there is
a high degree of unpredictability around policy implementation by
the U.S. administration and possible responses--specifically with
regard to tariffs--and the potential effect on economies, supply
chains, and credit conditions around the world. As a result, our
baseline forecasts carry a degree of uncertainty. As situations
evolve, we will gauge the macro and credit materiality of potential
and actual policy shifts and reassess our guidance accordingly.

"The stable outlook indicates that KION's efficiency program will
enhance the group's operational execution and increase its
competitiveness. We anticipate the company will continue to improve
its margins and maintain an adjusted EBITDA margin exceeding 13%.
This, together with sustained financial discipline and positive
FOCF generation, should enable the group to maintain an adjusted
debt-to-EBITDA ratio sustainably below 4.5x.

"We could lower the rating if KION fails to resolve its operational
challenges, leading to further nonrecurring costs and reduced
earnings."

Specifically, a downgrade could occur if:

-- S&P expects the group's adjusted EBITDA margin to fall
sustainably below 13%.

-- The group implements further significant efficiency or
restructuring programs in 2026.

-- Debt to EBITDA stays above 4.5x over the next 24 months.

S&P could raise the rating if KION resolves its operating hurdles
and continually performs in line with its business plan, with its
S&P Global Ratings-adjusted EBITDA margin recovering above 15% for
a prolonged period, and S&P Global Ratings-adjusted debt to EBITDA
sustainably below 4.0x.




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

BRIDGEPOINT CLO V: Fitch Assigns B-sf Final Rating on Cl. F-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Bridgepoint CLO V DAC reset notes final
ratings.

   Entity/Debt               Rating               Prior
   -----------               ------               -----
BridgePoint CLO V DAC

   A XS2661932892        LT PIFsf  Paid In Full   AAAsf
   A-1-R XS3087779529    LT AAAsf  New Rating
   A-2-R XS3093690173    LT AAAsf  New Rating
   B-1 XS2661934245      LT PIFsf  Paid In Full   AAsf
   B-2 XS2661939715      LT PIFsf  Paid In Full   AAsf
   B-R XS3087780022      LT AAsf   New Rating
   C XS2661944715        LT PIFsf  Paid In Full   Asf
   C-R XS3087780535      LT Asf    New Rating
   D XS2661945100        LT PIFsf  Paid In Full   BBB-sf
   D-R XS3087780964      LT BBB-sf New Rating
   E XS2661946090        LT PIFsf  Paid In Full   BB-sf
   E-R XS3087785500      LT BB-sf  New Rating
   F XS2661946173        LT PIFsf  Paid In Full   B-sf
   F-R XS3087793272      LT B-sf   New Rating

Transaction Summary

Bridgepoint CLO V Designated Activity Company is a securitisation
of mainly senior secured obligations (at least 90%) with a
component of senior unsecured, mezzanine, second-lien loans and
high-yield bonds. Note proceeds have been used to refinance the
original class A to F notes. The subordinated notes were not
refinanced. The portfolio has a target par of EUR400 million and is
actively managed by Bridgepoint Credit Management Limited. The CLO
has a 4.6-year reinvestment period and a 7.5-year weighted average
life (WAL) test at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The
Fitch-calculated weighted average rating factor of the identified
portfolio is 25.0.

Strong Recovery Expectation (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate of the identified portfolio is
61.3%.

Diversified Asset Portfolio (Positive): The transaction has a
concentration limit for the 10 largest obligors of 20%. The
transaction also includes various concentration limits, including
the maximum exposure to the three largest Fitch-defined industries
in the portfolio at 40%. These covenants ensure the asset portfolio
will not be exposed to excessive concentration.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year on the step-up date, which can be one year after
closing at the earliest. The WAL extension is at the option of the
manager but subject to conditions including the collateral quality
tests satisfaction and the aggregate collateral balance (defaults
at Fitch collateral value) being at least at the reinvestment
target par.

Portfolio Management (Neutral): The transaction includes two
matrices corresponding to a 7.5-year WAL that are effective at
closing and two forward matrices corresponding to a 7.0-year WAL
that can be selected by the manager 18 months after closing. Each
matrix set corresponds to two different fixed-rate asset limits at
5% and 12.5%. The transaction has a 4.6-year reinvestment period
and includes reinvestment criteria similar to those of other
European transactions. Its analysis is based on a stressed
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Cash-flow Modelling (Neutral): The WAL used for the transaction's
stress portfolio analysis is 12 months less than the WAL covenant
at the issue date. This is to account for the strict reinvestment
conditions envisaged by the transaction after its reinvestment
period, which include passing the coverage tests and the Fitch
'CCC' bucket limitation test, together with a WAL covenant that
progressively steps down over time both before and after the end of
the reinvestment period. Fitch believes these conditions would
reduce the effective risk horizon of the portfolio during the
stress period.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the current portfolio would have no impact on the class A-1-R and
A-2-R notes, and lead to downgrades of no more than one notch for
the class D-R and E-R notes, no more than two notches for the class
B-R and C-R notes, and to below 'B-sf' for the class F-R notes.

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics of the current portfolio than the Fitch-stressed
portfolio, the class D-R, E-R and F-R notes have two-notch cushions
and the classes B-R and C-R notes one-notch cushions.

Should the cushion between the current portfolio and the
Fitch-stressed portfolio erode due to manager trading or negative
portfolio credit migration, a 25% increase of the mean RDR across
all ratings and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would result in downgrades of two notches
for the class D-R notes, three notches for the class A-1-R and
A-2-R notes, four notches for the class B-R and C-R notes, and to
below 'B-sf' for the class E-R and F-R notes.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolios would lead to upgrades of no more than three notches for
the notes, except for the 'AAAsf' notes, which are at the highest
level on Fitch's scale and cannot be upgraded.

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

BridgePoint CLO V 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 BridgePoint CLO V
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.


BRIDGEPOINT CLO V: S&P Assigns B-(sf) Rating on Class F-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Bridgepoint CLO V
DAC's class A-1-R, A-2-R, B-R, C-R, D-R, E-R, and F-R notes. The
issuer has unrated subordinated notes outstanding from the original
transaction.

Ratings List

Class         Rating    Amount(mil. EUR)
-----         ------    ----------------
A-1-R         AAA(sf)        244.00
A-2-R         AAA(sf)          4.00
B-R           AA(sf)          44.00
C-R           A(sf)           24.00
D-R           BBB-(sf)        28.00
E-R           BB-(sf)         18.00
F-R           B-(sf)          12.00
Subordinated  NR              38.96

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. The portfolio's
reinvestment period will end approximately 4.55 years after
closing.

This transaction is a reset of the already existing transaction.
The existing classes of notes were fully redeemed with the proceeds
from the issuance of the replacement notes on the reset date and
the ratings on the original notes have been withdrawn.

The ratings reflect S&P's assessment of:

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

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,906.15
  Default rate dispersion                                 412.37
  Adjusted weighted-average life (years)                    4.55
  Obligor diversity measure                               117.77
  Industry diversity measure                               19.68
  Regional diversity measure                                1.14

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           1.00
  Target 'AAA' weighted-average recovery (%)               36.53
  Covenanted weighted-average spread (%)                    3.80
  Covenanted weighted-average coupon (%)                    4.65

Rating rationale

The portfolio is 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.

S&P said, "In our cash flow analysis, we modeled the EUR400.00
million target par amount, the covenanted weighted-average spread
(3.80%), the covenanted weighted-average coupon (4.65%), and the
target weighted-average recovery rate. 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.

"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.

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

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

"Until the end of the reinvestment period on Jan. 15, 2030, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to D-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO will be in its reinvestment phase
starting from closing, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings on the
notes.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our assigned ratings
are commensurate with the available credit enhancement for the
class A-1-R, A-2-R, B-R, C-R, D-R, E-R, and F-R notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-1-R to E-R
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-R 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."


DRYDEN 124: Fitch Assigns 'B-sf' Final Rating on Class F Notes
--------------------------------------------------------------
Fitch Ratings has assigned Dryden 124 Euro CLO 2024 DAC notes final
ratings.

   Entity/Debt              Rating           
   -----------              ------           
Dryden 124 Euro
CLO 2024 DAC

   A-1 XS3070643674     LT AAAsf  New Rating

   A-2 XS3070643914     LT AAAsf  New Rating

   B-1 XS3070644052     LT AAsf   New Rating

   B-2 XS3070644136     LT AAsf   New Rating

   C XS3070644482       LT Asf    New Rating

   D XS3070647667       LT BBB-sf New Rating

   E XS3070648046       LT BB-sf  New Rating

   F XS3070648392       LT B-sf   New Rating

   Subordinated Notes
   XS3070648558         LT NRsf   New Rating

Transaction Summary

Dryden 124 Euro CLO 2024 is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second lien loans and high-yield bonds. Note
proceeds were used to fund a portfolio with a target par of EUR400
million. The portfolio is managed by PGIM Loan Originator Manager
Limited and PGIM Limited. The CLO has a 4.5-year reinvestment
period and a 7.5-year weighted average life (WAL) test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B' category. Its
weighted average rating factor of the identified portfolio is
23.6.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. The recovery
prospects for these assets as more favourable than for second lien,
unsecured and mezzanine assets. The Fitch weighted average recovery
rate of the identified portfolio is 62.7%.

Diversified Portfolio (Positive): The transaction includes four
Fitch test matrices, two of which are effective at closing. The
other two matrices will be effective one year after closing,
provided the aggregate collateral balance (defaults at
Fitch-calculated collateral value) is at least at the reinvestment
target par balance, among other things. Closing matrices correspond
to a top 10 obligor concentration limit of 25%, fixed-rate
obligation limits at 0% and 12.5%, and a 7.5-year WAL covenant. It
has two forward matrices corresponding to the same obligor
concentration and fixed-rate asset limits, and a 6.5-year WAL
covenant.

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

WAL Step-Up Feature (Neutral): The WAL test covenant can be
extended by one year from 12 months after closing if the aggregate
collateral balance (with defaulted obligations carried at the lower
of Fitch- and another rating agency-calculated collateral value) is
at least at the reinvestment target par amount, and if the
transaction is passing coverage tests, collateral quality tests and
selected portfolio profile tests.

Portfolio Management (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Its analysis is based on a
stressed portfolio with the aim of testing the robustness of the
transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio and matrices analysis is 12 months less
than the WAL covenant. This is to account for structural and
reinvestment conditions after the reinvestment period, including
the over-collateralisation tests and its 'CCC' limitation test
passing after reinvestment. These conditions will reduce the
effective risk horizon of the portfolio during stress periods.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class A-1 and A-2 notes and
lead to a downgrade of one notch each for the class B to E notes
and to below 'B-sf' for the class F notes.

Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than initially assumed, due to
unexpectedly high default and portfolio deterioration. The class B,
D, E and F notes each have a two-notch cushion, the class C notes
have a one-notch cushion, and the class A-1 and A-2 notes have no
cushion, due to the better metrics and shorter life of the
identified portfolio than the Fitch-stressed portfolio.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches each for the class A-1 to D notes, and to below 'B-sf' for
the class E and F notes.

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

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

Upgrades during the reinvestment period that are based on the
Fitch-stressed portfolio may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for their
remaining life. Upgrades after the end of the period may result
from stable portfolio credit quality and deleveraging, leading to
higher credit enhancement and excess spread to cover losses in the
portfolio.

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

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

DATA ADEQUACY

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and other Nationally
Recognised Statistical Rating Organisations and European Securities
and Markets Authority-registered rating agencies. Fitch has relied
on the practices of the relevant groups within Fitch and 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, its
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 Dryden 124 Euro CLO
2024 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.


PROVIDUS CLO XII: Fitch Assigns 'B-sf' Final Rating on Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Providus CLO XII DAC notes final
ratings.

   Entity/Debt                     Rating           
   -----------                     ------           
Providus CLO XII DAC

   A – L                       LT AAAsf  New Rating
   A XS3040592571              LT AAAsf  New Rating
   B XS3040592738              LT AAsf   New Rating
   C XS3040592902              LT Asf    New Rating
   D XS3040593116              LT BBB-sf New Rating
   E XS3040593389              LT BB-sf  New Rating
   F XS3040593546              LT B-sf   New Rating
   Subordinated XS3040593892   LT NRsf   New Rating

Transaction Summary

Providus CLO XII DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
were used to fund a portfolio with a target par of EUR400 million
that is actively managed by Permira Credit European CLO Manager 2
LLP.

The collateralised loan obligation (CLO) has a 4.6-year
reinvestment period and a 7.5-year weighted average life test (WAL)
at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 24.8.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 61.7%.

Diversified Asset Portfolio (Positive): The transaction includes
six Fitch matrices. Four are effective at closing, corresponding to
a 7.5-year WAL and an extended 8.5-year WAL with a target par
condition at EUR400 million. Another two are effective 18 months
after closing, corresponding to a seven-year WAL. Each matrix set
corresponds to two different fixed-rate asset limits at 12.5% and
5%. All matrices are based on a top-10 obligor concentration limit
at 20%.

The transaction has a maximum exposure to the three largest
Fitch-defined industries in the portfolio at 40%, among others.
These covenants ensure the asset portfolio will not be exposed to
excessive concentration.

WAL Test Step-Up Feature (Neutral): The transaction can extend its
weighted average life (WAL) by one year on or after the step-up
date, which is one year after closing. The WAL extension is subject
to conditions including satisfaction of collateral-quality tests,
plus the collateral principal amount (treating defaulted
obligations at their Fitch collateral value) being at least equal
to the reinvestment target par balance, unless the manager has
already switched to the 8.5-year WAL matrix, in which case no
further conditions apply and the WAL extension is at the manager's
discretion only.

Portfolio Management (Neutral): The transaction has a 4.6-year
reinvestment period governed by 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 Analysis (Neutral): The WAL used for the transaction's
Fitch-stressed portfolio is 12 months less than the WAL covenant to
account for structural and reinvestment conditions after the
reinvestment period, including the satisfaction of the coverage
tests and Fitch 'CCC' limit, together with a consistently
decreasing WAL covenant. These conditions would, in Fitch's
opinion, reduce the effective risk horizon of the portfolio during
stress periods.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would lead to a downgrade of one notch each for the class
B to E notes and to below 'B-sf' for the class F notes, and would
not affect the class A notes.

Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than initially assumed, due to
unexpectedly high default and portfolio deterioration. The better
metrics and shorter life of the identified portfolio than the
Fitch-stressed portfolio means the class C notes have a one-notch
cushion, the class B, D and E notes each have a two-notch cushion,
and the class A notes have no rating cushion.

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

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

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

Upgrades based on the Fitch-stressed portfolio during the
reinvestment period may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the transaction's
remaining life. Upgrades after the end of the reinvestment period
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread 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

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for Providus CLO XII
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.


PROVIDUS CLO XII: S&P Assigns B-(sf) Rating on Class F Notes
------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Providus CLO XII
DAC's class A-loan and class A, B, C, D, E, and F notes. At
closing, the issuer also issued unrated subordinated notes.

The reinvestment period will be approximately 4.65 years, while the
non-call period will be 1.5 years after closing.

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

The ratings assigned to the notes and loan 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 and loan through collateral
selection, ongoing portfolio management, and trading.

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,876.17
  Default rate dispersion                                 462.02
  Weighted-average life (years)                             4.64
  Obligor diversity measure                               147.39
  Industry diversity measure                               16.54
  Regional diversity measure                                1.29

  Transaction key metrics

  Total par amount (mil. EUR)                             400.00
  Defaulted assets (mil. EUR)                               0.00
  Number of performing obligors                              170
  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           0.88
  Actual 'AAA' weighted-average recovery (%)               36.28
  Actual weighted-average spread (%)                        3.70
  Actual weighted-average coupon (%)                        4.17

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

"In our cash flow analysis, we used the EUR400 million target par
amount, we have modeled the covenanted weighted-average spread of
3.70%, the covenanted weighted-average coupon of 4.17%, and the
actual target weighted-average recovery rates as indicated by the
collateral manager. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.

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

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

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

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

"The class A-loan and class A and F notes can withstand stresses
commensurate with the assigned ratings. In our view, the portfolio
is granular in nature, and well-diversified across obligors,
industries, and asset characteristics when compared with other CLO
transactions we have rated recently. As such, we have not applied
any additional scenario and sensitivity analysis when assigning our
ratings to any classes of notes in this transaction.

"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 '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 we have rated and that have
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 25.10% (for a portfolio with a weighted-average
life of 4.65 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 4.65 years, which would result
in a target default rate of 14.42%.

-- 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.

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class
A-loan and class A, B, C, D, E, and F notes.

"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A to E notes, based on four
hypothetical scenarios.

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

Providus CLO XII DAC is a European cash flow CLO securitization of
a revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. Permira
Credit European CLO Manager 2 LLP manages the transaction.

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain 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 list
                    Amount      Credit    
  Class   Rating*  (mil. EUR)   enhancement (%)   Interest rate§

  A       AAA (sf)   123.00     38.00    Three/six-month EURIBOR
                                         plus 1.35%

  A-loan  AAA (sf)   125.00     38.00    Three/six-month EURIBOR
                                         plus 1.35%

  B       AA (sf)     44.00     27.00    Three/six-month EURIBOR
                                         plus 1.95%

  C       A (sf)      23.50     21.13    Three/six-month EURIBOR
                                         plus 2.40%

  D       BBB- (sf)   28.50     14.00    Three/six-month EURIBOR
                                         plus 3.50%

  E       BB- (sf)    17.00      9.75    Three/six-month EURIBOR
                                         plus 5.80%%

  F       B- (sf)     13.00      6.50    Three/six-month EURIBOR
                                         plus 8.57%

  Sub     NR          29.50      N/A     N/A

*S&P's ratings address timely interest and ultimate principal on
the class A-loan and class A and B notes and ultimate interest and
ultimate principal on the class C to F notes.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

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




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

FULVIA SPV: Fitch Assigns 'BB+(EXP)sf' Final Rating on Cl. E Notes
------------------------------------------------------------------
Fitch Ratings has assigned Fulvia SPV S.r.l.'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           
   -----------           ------           
Fulvia SPV S.r.l.

   A1                LT AA(EXP)sf  Expected Rating
   A2                LT AA(EXP)sf  Expected Rating
   B                 LT AA-(EXP)sf Expected Rating
   C                 LT A-(EXP)sf  Expected Rating
   D                 LT BBB(EXP)sf Expected Rating
   E                 LT BB+(EXP)sf Expected Rating

Transaction Summary

The transaction will be a securitisation of vehicles loans
featuring a standard amortisation (French) or balloon repayment
granted to individuals (persone fisiche) and individual
entrepreneur borrowers, by Hyundai Capital Bank Europe GmbH,
Italian Branch (HCIT), with a revolving period of five months.

HCIT, is a branch of Hyundai Capital Bank Europe GmbH a joint
venture between Santander Consumer Bank AG (A/Stable/F1) 51% stake
and Seoul-based Hyundai Capital Services Inc. 49% (A-/Stable/F1) in
2019.

KEY RATING DRIVERS

Limited Expected Loss: Fitch has observed low historical default
rates in HCIT data, in line with other captive auto loan lenders
operating in Italy. Fitch has assumed a base-case lifetime default
and recovery rate of 1.1% and 40%, respectively. Fitch has applied
a stress multiple of 6.75x at 'AAsf' to the base-case default rate
and a 50% haircut to the base-case recovery rate. The default
multiple reflects the low base case, short default definition and
balloon risk, among other things.

High Balloon Component: The preliminary portfolio comprises about
72% balloon loans. Balloon loan borrowers may face a payment shock
at maturity if they cannot refinance the balloon amount or return
the car to the dealer. Fitch has factored balloon risk into its
default multiple of 6.75x for 'AAsf'.

Pro Rata Subject to Triggers: The class A to D notes will repay pro
rata until a sequential redemption event occurs. Fitch sees a
switch to sequential amortisation as unlikely in the base case, due
to the gap between its portfolio loss expectations and performance
triggers. The mandatory switch to sequential paydown when the
outstanding collateral balance falls below a certain threshold
mitigates tail risk.

No Servicing Fees Modelled: The transaction envisages an amortising
replacement servicer fee reserve that will be funded on certain
triggers being breached. Fitch believes the reserve will be
adequate to cover its stressed servicer fees at the notes' maximum
achievable rating throughout the transaction's life. Therefore,
Fitch has not modelled any servicing fees in its cash flow
analysis, resulting in higher excess spread being available to the
structure.

Excess Spread Notes' Rating Cap: The class E excess spread notes
are not collateralised and their interest and principal are paid
from available excess spread. The class E notes start amortising
from the issue date and during the five-month revolving period.
Fitch caps the excess spread notes' rating at 'BB+(EXP)sf', in line
with its Global Structured Finance Rating Criteria.

'AAsf' Sovereign Cap: The class A notes are rated at their highest
achievable rating, six notches above Italy's sovereign rating
(BBB/Positive/F2), which is the cap for Italian structured finance
and covered bonds. The Positive Outlook on the class A notes
reflects that on the sovereign.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The class A notes' rating is sensitive to changes to Italy's
Long-Term IDR. Negative rating action on Italy's IDR, reflected on
the related rating cap for Italian structured finance transactions
could trigger negative action on the class A notes' rating.

Unexpected increases in the frequency of defaults or decreases in
recovery rates could produce loss levels higher than the base case
and result in negative rating action on the notes. For example, a
simultaneous increase in the default base case by 25%, and a
decrease in the recovery base case by 25%, would lead to downgrades
of up to three notches for the class B to E notes.

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

The class A notes' rating is sensitive to changes to Italy's
Long-Term IDR. An upgrade of Italy's IDR and the related rating cap
for Italian structured finance transactions could trigger an
upgrade of the class A notes if the available credit enhancement
was sufficient to withstand stresses associated with higher
ratings.

An unexpected decrease in the frequency of defaults or an increase
in recovery rates producing loss levels lower than the base case
could result in positive rating action. For example, a simultaneous
decrease in the default base case by 25%, and an increase in the
recovery base case by 25%, would lead to upgrades of up to two
notches for the class B to D notes.

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

Fulvia SPV S.r.l.

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

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

ESG Considerations

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.


GOLDEN BAR 2025-1: Fitch Assigns BB+sf Final Rating on Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Golden Bar (Securitisation) S.r.l. -
Series 2025-1 (GB 2025-1) notes final ratings.

   Entity/Debt               Rating             Prior
   -----------               ------             -----
Golden Bar
(Securitisation)
S.r.l. - Series 2025-1

   A1 IT0005652158       LT AAsf   New Rating   AA(EXP)sf
   A2 IT0005652166       LT AAsf   New Rating   AA(EXP)sf
   B IT0005652174        LT AA-sf  New Rating   AA-(EXP)sf
   C IT0005652182        LT A-sf   New Rating   A-(EXP)sf
   D IT0005652190        LT BBBsf  New Rating   BBB(EXP)sf
   E IT0005652208        LT BBB-sf New Rating   BBB-(EXP)sf
   F IT0005652216        LT BB+sf  New Rating   BB+(EXP)sf

Transaction Summary

GB 2025-1 is a securitisation of unsecured consumer loans and
vehicles loans featuring a standard amortisation (French), flexible
amortisation or balloon repayment granted to individuals (persone
fisiche) and individual entrepreneur borrowers, by Santander
Consumer Bank S.p.A. (SCB), with a revolving period of six months.
SCB is wholly owned by Santander Consumer Finance, S.A. (SCF;
A/Stable/F1), the consumer credit arm of Banco Santander, S.A.
(A/Stable/F1).

The securitised portfolio was increased to EUR1.3 billion, from
EUR900 million, at the time of the expected ratings. The portfolio
remains broadly unchanged, with a modestly higher proportion of
balloon and standard amortising loans than those with flexible
amortisation.

KEY RATING DRIVERS

Diverse Portfolio Composition: Fitch's base-case default
expectations are set at 6% for personal loans, 1.5% for new
vehicles, 3% for used vehicles and 1.25% for balloon loans. In
contrast to previous transactions, this portfolio includes flexible
auto loans, whose historical performance does not materially differ
from that of standard amortising loans. Fitch assigned the same
base case to flexible and standard auto loans.

Pro Rata Subject to Triggers: The class A to E notes repay pro rata
until a sequential redemption event occurs. Fitch sees a switch to
sequential amortisation as unlikely in the base case, due to the
gap between its portfolio loss expectations and performance
triggers. The mandatory switch to sequential paydown when the
collateral balance falls below a certain threshold mitigates tail
risk.

No Servicing Fees Modelled: The deal envisages an amortising
replacement servicer fee reserve that will be funded on certain
triggers being breached. The reserve is adequate to cover its
stressed servicer fees at the notes' maximum achievable rating
throughout the transaction's life. Therefore, no servicing fees are
modelled in its cash flow analysis, resulting in the availability
of higher excess spread to the structure.

Strong Excess Spread Supports Mezzanines: Fitch expects the
portfolio to generate substantial excess spread, as the assets earn
materially higher yields than the notes' interest and transaction
senior costs. Fitch tested several stresses on portfolio yield and
prepayments assumptions and concluded that the repayment of the
class D and E notes was dependent on excess spread, which constrain
the ratings at 'BBBsf' and 'BBB-sf', respectively.

Excess Spread Notes Rating Cap: The class F - excess spread notes -
are not collateralised and their interest and principal are paid
from the available excess spread: the notes amortise from the issue
date and in the six-month revolving period. Fitch caps these notes'
ratings at 'BB+sf', in line with the Global Structured Finance
Rating Criteria.

'AAsf' Sovereign Cap: The class A notes are rated at their highest
achievable level, six notches above Italy's rating
(BBB/Positive/F2), which is the cap for local structured finance
and covered bonds. The Positive Outlook on the class A notes
reflects that of the sovereign.

RATING SENSITIVITIES

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

The class A notes' ratings are sensitive to changes to the ratings
of Italy. A downgrade of the sovereign's ratings and related rating
cap for Italian structured finance deals (AAsf) could trigger a
downgrade of the class A notes' ratings.

Unexpected rises in the frequency of defaults or falls in recovery
rates that could produce loss levels larger than the base case and
result in negative rating action on the notes. A simultaneous
increase in the default base case of 25% and a decrease in the
recovery base case of 25% would lead to a downgrade of no more than
two notches each for the class B to E notes.

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

An upgrade of Italy's ratings and the related rating cap for the
country's structured finance deals could trigger an upgrade of the
class A notes' ratings, if the available credit enhancement is
sufficient to withstand stresses associated with higher ratings.

An unexpected fall in the frequency of defaults or a rise in
recovery rates producing loss levels smaller than the base case
could result in a positive rating action. For example, a
simultaneous drop in the default base case by 25%, and an increase
in the recovery base case by 25%, would lead to an upgrade of up to
three notches for the class B to E notes.

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

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

DATA ADEQUACY

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

Fitch conducted a review of a small, targeted sample of the
originator's origination files and found the information in the
reviewed files to be adequately consistent with the originator's
policies and practices and the other information provided about the
asset portfolio.

Overall, together with any assumptions referred to above, its
assessment of the information relied on an analysis according to
its applicable rating methodologies that indicates it is adequately
reliable.

ESG Considerations

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


INTER MEDIA: S&P Discontinues 'B' Rating on EUR415MM Notes
----------------------------------------------------------
S&P Global Ratings discontinued its 'B' rating on Inter Media and
Communication SpA's EUR415,000,000 6.750% senior secured notes due
2027. S&P also discontinued its '5' recovery rating on the notes.
The outlook was stable at the time of discontinuance.

The discontinuation reflects the full redemption completed on June
26, 2025 at a redemption price of 101.6875% as part of a private
placement refinancing transaction.


RENO DE MEDICI: Moody's Cuts CFR to Caa1, Outlook Remains Negative
------------------------------------------------------------------
Moody's Ratings has downgraded to Caa1 from B3 the long term
corporate family rating and to Caa1-PD from B3-PD the probability
of default rating of the Italian recycled paper board producer Reno
De Medici S.p.A. ("RDM" or "the company"). Concurrently, Moody's
also downgraded to Caa1 from B3 the instrument rating of the EUR600
million senior secured floating rate notes maturing in 2029. The
outlook remains negative.

RATINGS RATIONALE

The rating action was triggered by RDM's continuing weak operating
performance since Moody's last rating action in November 2024
leading to a further deterioration in the group's key credit
metrics. Despite volumes sold increasing during Q1 2025 by 12.1%
y-o-y to 300,000 ton, the cash drain seen in 2024 continued, free
cash flow (FCF) was negative by EUR18.5 million, impacted by
seasonal working capital movements and one-off items. Higher raw
material cost and higher fixed cost were key drivers leading to a
decline of EBITDA for the twelve months to March 2025 to EUR45.1
million, leverage increased to 16.5x debt/EBITDA, materially above
the 7.0x tolerance for the B3 rating category (all figures adjusted
by us, without giving credit for the plant closures and other
efficiency measures initiated).

In view of the adverse market situation management decided in
January 2025 to close its 220,000 ton/y WLC mill in Barcelona. With
this step fixed cost will be further reduced, management expects
capacity utilization to increase towards 90% in 2025. Looking
ahead, Moody's expects another set of weak results for Q2 given a
material increase in recovered paper prices since April. For H2
2025 Moody's expects declining raw material prices which, together
with increasing benefits from actions taken by management to
strengthen profitability should lead to a moderate improvement in
RDM's key credit metrics by year end 2025.

The rating continues to be supported mainly by (1) RDM's leading
market positions as the largest producer of recycled cartonboard
(WLC) in Europe following the acquisition of Fiskeby in 2023 and
its second market position in solidboard; (2) resilient demand as a
large share of sales (49% in 2024) is derived from the Food &
Beverage end-market; and (3) sustainability tailwind for recycled
paper-packaging with a substitution potential against plastic
packaging.

However, the rating is constrained by (1) the cyclical and
competitive nature of the paper packaging industry; (2) the
company's exposure to volatile input costs (recycled fiber, energy)
and periods of overcapacity that typically result in significant
swings in profitability and credit metrics; (3) challenging market
conditions with weak volumes and pricing due to subdued
macroeconomic growth and customer consumption; and (4) negative FCF
generation seen since Q1 2024 (Moody's-adjusted FCF: EUR101 million
in 2024, EUR18.5 million in Q1 2025).

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects the uncertainty related to a recovery
in operating performance to a level that would lead to break even
free cash flow in a swift manner in order to protect the liquidity
of the company. The negative outlook is also driven by the risk
that the probability of default might increase and that potential
losses for creditors might increase beyond what is currently
factored in the current rating.

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

A positive rating action would be considered if:

-- Moody's-adjusted gross debt/ EBITDA falls below 7.0x on a
sustained basis;

-- Moody's-adjusted EBIT margin rises well above 5%;

-- Moody's-adjusted EBITDA/ interest expense rises above 2.0x on a
sustained basis;

-- Sustainably positive free cash flow generation is achieved;

Conversely, the rating could be downgraded in case of:

-- Increasing probability of default and / or higher creditor
losses than already factored in the current rating;

-- Inability to reduce leverage below 8x over the next 12-18
months;

-- Further negative FCF or

-- If liquidity further weakens.

-LIQUIDITY

Moody's considers the liquidity profile of RDM to be weak. Expected
liquidity needs over the next 12 months include up to EUR27 million
capital expenditures, about EUR40 million for discontinued
operations, EUR24 million working cash as well as some short-term
debt maturities. Liquidity sources include EUR21.6 million of cash
at end of March 2025, and EUR91 million availability under the
company's EUR146 million revolving credit facility (RCF) maturing
in 2028. In addition, management is increasing the use of
factoring.

The RCF contains a springing covenant at 8x senior secured net
leverage ratio (4.7x in Q1 2025) tested quarterly when the facility
is more than 40% drawn. Moody's expects covenant headroom to remain
adequate over the 12-18 months horizon of Moody's liquidity risk
assessment.

STRUCTURAL CONSIDERATIONS

Moody's rates the EUR600 million senior secured notes issued by
Reno De Medici S.p.A. at Caa1, in line with the long term corporate
family rating. This is primarily because senior secured debt
constitutes most of the company's outstanding liabilities. While
the EUR146 million super senior revolving credit facility ranks
ahead of the notes, the current utilization of EUR55 million is too
small to cause the notching of the notes below the CFR according to
Moody's loss given default waterfall. However, the risk of notching
would rise if the company's utilization of the RCF rises or Moody's
believes that the company will need to rely on higher utilization.

The RCF and the senior secured notes share the same collateral
package, consisting of shares in all material operating
subsidiaries of the group, representing at least 80% of
consolidated EBITDA.

PRINCIPAL METHODOLOGY

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

The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.

COMPANY PROFILE

Headquartered in Milan, Italy, Reno De Medici S.p.A. is the leading
European producer and distributor of recycled paperboard. The
company operates eight mills across six European countries with a
total capacity of 1.3 million tons per year. In the last 12 months
ended March 2025, RDM generated around EUR807 million of revenue.
Since 2021 the company is indirectly controlled by funds managed by
Apollo Impact Mission Management, L.P.




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

GARFUNKELUX HOLDCO 2: Fitch Cuts IDR to RD, Then Hikes IDR to CCC+
------------------------------------------------------------------
Fitch Ratings has downgraded Garfunkelux Holdco 2 S.A.'s (Lowell)
Long-Term Issuer Default Rating (IDR) to 'RD' (Restricted Default)
from 'C' on completion of its debt restructuring. Fitch has
subsequently upgraded the Long-Term IDR to 'CCC+'.

Fitch has also assigned senior secured debt ratings to the new
EUR968 million senior secured notes and EUR467 million senior
secured floating rate notes issued by Garfunkelux Holdco 3 S.A.
(GH3), at 'CCC+' with a Recovery Rating of 'RR4'. The new debt
constitutes most of Lowell's capital structure following the
completion of its debt restructuring announced on 25 June.

The downgrade reflects Fitch's view that Lowell's debt
restructuring constitutes a distressed debt exchange (DDE) under
Fitch's Non-Bank Financial Institutions Criteria. The subsequent
upgrade of Lowell's Long-Term IDR reflects its expectations of only
moderate reduction in leverage and funding costs in the next three
years, which will continue to weigh on Lowell's profitability. The
rating is also constrained by Lowell's still concentrated, although
now longer dated, funding profile.

The 'C'/'RR4' ratings on GH3's senior secured notes with maturity
in 2025 and 2026 have been withdrawn following the debt
restructuring and the notes' exchange into the new senior secured
debt.

Key Rating Drivers

Refinancing Completed: Fitch views Lowell's completed debt
restructuring as a DDE, as the amendments to its debt terms
constituted a material reduction in the original terms for the
senior secured noteholders. The changes include a maturity
extension and a portion of the debt principal being converted to
payment-in-kind (PIK) notes, which are subordinated to senior
secured notes.

Senior secured noteholders received GBP165 million cash in
repayment of the GBP1.6 billion notes. Another GBP250 million was
reinstated as newly created holding company debt, which is
subordinated to the senior secured notes, and the remaining GBP1.2
billion was exchanged for new senior secured notes. The transaction
also resulted in a GBP30 million paydown of Lowell's revolving
credit facility (RCF), with GBP50 million reinstated as a revolving
facility and the rest as a term facility.

Improved Debt Maturity: The debt restructuring has improved
Lowell's debt maturity profile by extending the maturities of its
senior secured notes and RCF by three years. However, its debt
maturity profile remains concentrated, with around GBP1.2 billion
maturing in 2H28 and 1H29.

Continued High Leverage: The transaction has reduced Lowell's gross
debt by about GBP450 million (18% of its pre-transaction debt). In
Fitch's view, Lowell's leverage will remain high after the
restructuring. Fitch expects its gross debt/EBITDA (excluding
proceeds from assets sales) to remain around 4.5x-5.0x in
2025-2027, in the absence of additional material debt reduction
actions. Lowell's negative tangible equity position, due to past
large acquisitions and pre-tax losses, does not provide
balance-sheet support for its capitalisation and leverage
assessment.

At transaction closing, Lowell issued EUR250 million of "new money
notes", which could be used for debt management, including buying
back the newly issued senior secured notes. This could have a
positive impact on Lowell's gross debt/EBITDA but in Fitch's view
will not materially alter the leverage profile.

Profitability Pressures: Fitch expects Lowell's profitability to
remain under pressure, despite a moderate improvement in leverage
following the transaction and cost-efficiency measures. Moderately
increased interest costs on the senior secured notes and the RCF
will consume some of the interest expense improvement after debt
restructuring. This will continue to constrain Lowell's pre-tax
profitability and interest coverage, which Fitch expects to remain
below 2.5x in 2025-2027 (excluding asset sale proceeds from
EBITDA).

Continued Deployment, Resilient Collections: Lowell's collection
performance has remained resilient, supporting its franchise as a
leading European debt purchaser with GBP3.6 billion estimated
remaining collections (ERC) at end-1Q25. Future cash collections
will depend on ongoing portfolio acquisitions (2024: GBP390 million
book value), which Fitch expects to remain resilient, and asset
disposals, including from the continuing balance-sheet velocity
transactions.

RATING SENSITIVITIES

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

- Inability to demonstrate a credible path for future improvement
in profitability and leverage

- Inability to proactively address concentrated debt maturities in
a timely manner, increasing the likelihood of a future refinancing
that Fitch would classify as a DDE

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

- A sustained improvement in profitability and leverage profile,
with gross debt/EBITDA (excluding asset sales) comfortably below
4.5x

- Improvement in access to debt capital markets following the
recent debt restructuring and proactively addressing future debt
maturities

DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS

The 'CCC+' rating of GH3's senior secured debt, which rank junior
to Lowell's RCF, reflects Fitch's view of average recoveries for
this debt class.

DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES

The secured notes' rating is sensitive to changes in Lowell's
Long-Term IDR. Deterioration of recovery expectations, for example,
due to a material increase in debt senior to the notes, could be
negative for the notes' rating.

ADJUSTMENTS

The 'ccc+' Standalone Credit Profile (SCP) is below the 'b-'
implied SCP due to the following adjustment reason: weakest link -
capitalisation and leverage (negative).

The 'b' business profile score is below the 'bbb' implied score due
to the following adjustment reason: business model (negative).

The 'ccc+' earnings & profitability score is below the 'bb' implied
score due to the following adjustment reason: earnings stability
(negative).

The 'ccc+' funding, liquidity & coverage score is below the 'b'
implied score due to the following adjustment reason: funding
flexibility (negative).

ESG Considerations

Lowell has an ESG Relevance Score of '4' for Customer Welfare -
Fair Messaging, Privacy & Data Security due to the importance of
fair collection practices and consumer interactions and the
regulatory focus on them, which has a negative impact on the credit
profile, and is relevant to the rating[s] in conjunction with other
factors.

Lowell has an ESG Relevance Score of '4' for Financial Transparency
due to the significance of internal modelling to portfolio
valuations and to associated metrics such as estimated remaining
collections, which has a negative impact on the credit profile, and
is relevant to the rating[s] 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
   -----------                 ------           --------   -----
Garfunkelux Holdco 3
S.A.

   senior secured        LT     CCC+ New Rating   RR4

   senior secured        LT     WD   Withdrawn             C

Garfunkelux Holdco 2
S.A.                     LT IDR RD   Downgrade             C
                         LT IDR CCC+ Upgrade




=============
R O M A N I A
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KMG INT'L: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed KMG International NV's (KMGI) Long-Term
Issuer Default Rating (IDR) at 'B+' with a Stable Outlook.

The rating is two notches above KMGI's Standalone Credit Profile
(SCP) of 'b-', based on a bottom-up assessment reflecting 'Medium'
legal and operational incentives and 'Low' strategic incentives for
support from JSC National Company KazMunayGas (NC KMG; BBB/Stable)
under Fitch's Parent and Subsidiary Linkage (PSL) Rating Criteria.

The SCP reflects KMGI's small refinery capacity - relying on a
single major asset - volatile refining margins subject to cyclical
commodity prices, limited business integration despite strategic
investment in the retail segment, and a high share of short-term
debt in its capital structure.

The Stable Outlook reflects its expectation that KMGI will maintain
EBITDA net leverage at about 3.2x in 2025-2028. Fitch also assumes
stable access to credit lines with its banks given its adequate
domestic market position in Romania and ties with NC KMG.

Key Rating Drivers

Recurring Operational Issues: The company's key asset, the
Petromidia refinery, had several operational issues between 2021
and 2024 that affected performance. These included a fire in 2024
with an estimated EBITDA impact of around USD20-30 million and
another in 2023 at the facility's mild hydrocracking unit, which
had a USD110 million negative effect on EBITDA. These events led to
reduced utilisation and lower refining margins. Fitch
conservatively assumes a persistent effect on utilisation rates and
margins due to manageable, but recurring operational issues.

Despite having higher complexity, KMGI's refining asset quality
lags that of its main peer Turkiye Petrol Rafinerileri A.S.
(Tupras) and others, partly due to these repeated accidents and
lower utilisation rates affecting profitability. Its risk profile
is exacerbated by asset concentration, with Petromidia contributing
most of its refining capacity.

NC KMG Ownership is Key: NC KMG has made attempts to divest its
share in KMGI over the last 10 years. However, these have not been
executed and Fitch understands from management that no process is
currently underway. Fitch does not assume any change to NC KMG's
ownership stake in KMGI, but a partial or full divestment of KMGI
may result in the revision of its upwards notching of KMGI's IDR
over its SCP, in line with its Parent-Subsidiary Linkage criteria.

Reliance on Short-Term Liquidity: KMGI relies on several short-term
or uncommitted credit lines to fund its operations, including
financing working capital needs and KMG Trading's activities. At
end-2024, 41% of the company's funded debt was set to mature within
12 months and it had no availability under its revolving credit
facility (RCF) or any other liquidity backstops. Fitch expects the
company will need to continually roll over its short-term
maturities. This inherent refinancing risk is mitigated by its
strong relationship with domestic and regional banks and good
record of extending its credit lines, even in unfavourable market
conditions.

Capex Cycle to Peak: Fitch expects KMGI's USD186 million capex in
2024 to have been the peak of its investment cycle, as planned
refinery turnaround activity as well as investments tied to the
memorandum of understanding (MOU) signed with the Romanian
government will be completed in 2025. Fitch expects capex will
subsequently average around USD85 million-110 million a year,
excluding the large-scale refinery turnaround that needs to be
completed every four years. During turnaround years, capex can
reach USD140 million-150 million.

MOU Projects Near Completion: KMGI will complete its five-year MOU
projects this year and continue constructing a cogeneration plant
and expanding its retail network. The plant should begin operations
in August 2025 and the company expects it to contribute about USD20
million-25 million annually to EBITDA. It should cover the
Petromidia refinery's energy needs with the option to feed excess
energy production into the national grid. KMGI is also continuing
to develop its retail network. The increased contribution from the
new cogeneration plant and enlarged retail footprint will provide a
more stable earnings base as refining margins tend to fluctuate.

Refining Margins Remain Volatile: The company's refining margins
have been affected by persistent operational issues, scheduled
major maintenance and market dynamics. Fitch expects utilisation
rates to recover in 2025, but refining margins to remain generally
flat through 2027, reverting to its midcycle assumption of
USD5.8/bbl in 2028.

Peer Analysis

KMGI's most comparable rated peer is Turkiye Petrol Rafinerileri
A.S. (Tupras; BB-/Stable) in business profile and integration.
However, Tupras operates on a significantly larger scale, with four
medium-sized refineries in Turkiye.

KMGI has refining capacity of 131,000 barrels per day (bbl/d),
making it the smallest among its EMEA peer group, which includes
ORLEN S.A. (BBB+/Stable), MOL Hungarian Oil and Gas Company Plc
(MOL; BBB-/Stable) and Tupras. Unlike MOL and ORLEN, which benefit
from vertical integration of upstream assets and petrochemical
businesses, KMGI's refining margins have historically been more
volatile and its earnings are more susceptible to fluctuations in
raw material prices throughout the economic cycle.

KMGI also faces disadvantages due to its lower refining efficiency,
driven by smaller economies of scale and at times a lower
utilisation rate affected by frequent operational issues. This
highlights KMGI's concentrated asset base.

Key Assumptions

- Oil prices in line with Fitch's price deck

- Effective refining margins to gradually decrease to USD5.8/bbl in
2028.

- Capex of USD144 million in 2025, USD126 million in 2026 and an
average USD100 million annually in 2027 and 2028

- Cash outflow of USD200 million in 2025 for the committed purchase
of a 26.7% stake in RRC from the Romanian government. Fitch assumes
that KMGI will raise financing for the RRC stake acquisition
without NC KMG's support.

- Dividends of USD40 million in 2025 and USD20 million a year in
2026-2028.

RATING SENSITIVITIES

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

- Deterioration in KMGI's liquidity and ability to refinance debt

- Unremedied covenant breach

- EBITDA net leverage above 4.0x and EBITDA interest coverage below
2.0x on a sustained basis

- Negative free cash flow (FCF) on a sustained basis

- Weaker ties with NC KMG leading to a reassessment of the
two-notch uplift to the SCP for parental support

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

- EBITDA net leverage below 2.0x on a sustained basis, coupled with
improved liquidity and a higher share of long-term debt

- Evidence of stronger ties between NC KMG and KMGI

Liquidity and Debt Structure

At end-2024, KMGI held unrestricted cash balances of about USD224
million against short-term debt of USD308 million. Fitch expects
FCF to remain mostly negative between 2025 and 2028. KMGI has USD19
million available under its committed credit lines. It also
maintains a substantial amount of short-term uncommitted credit
lines and crude prepayment facilities. It has no further
availability under its long-term committed USD276 million RCF due
in April 2026.

The company relies on rolling over these short-term credit
facilities to meet liquidity needs for trading activities.
Approximately 41% of KMGI's debt as of end-2024 was maturing within
the next 12 months. The high proportion of short-term debt in its
capital structure is a constraint on its rating, despite its
history of successful refinancing with banks.

KMGI's USD276 million RCF and uncommitted facilities have covenants
of minimum interest coverage (EBITDA/bank interest) of 3.5x,
maximum net debt/EBITDA of 4.0x and maximum bank debt utilisation
of USD1 billion. They are tested semi-annually.

Issuer Profile

KMGI's main businesses are refining and petrochemicals through a
54.6% controlling ownership of RRC, trading and supply chain
through KMG Trading, and retail and marketing with over 1,300 fuel
distribution points.

Public Ratings with Credit Linkage to other ratings

KMGI's rating is notched up by twice from its SCP for parental
support.

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
   -----------               ------          -----
KMG International NV   LT IDR B+  Affirmed   B+




===========
S W E D E N
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POLESTAR AUTOMOTIVE: Enters $200M PIPE Deal With PSD Investment
---------------------------------------------------------------
Polestar Automotive Holding UK PLC disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that the
Company entered into a securities purchase agreement with PSD
Investment Limited, pursuant to which the Company agreed to sell
190,476,190 Class A American Depositary Shares to PSD Investment
for an aggregate purchase price of USD 200,000,000 through a
private investment in public equity.

The price per Class A ADS to be purchased at the closing will be
USD 1.05, equal to the volume weighted average closing sale price
of one Class A ADS as reported by NASDAQ for the 5 trading days
immediately preceding the date of the Purchase Agreement. PSD
Investment is an investment vehicle controlled by Mr. Li Shufu.

           Conversion of Class B American Depositary Shares
        into Class A ADS Shares to Keep Voting Power Below 50%

PSD Investment currently holds 49,892,575 Class B American
Depositary Shares and has notified Polestar that it intends to
convert 20,000,000 of such Class B ADS shares into Class A ADS
shares as soon as practicable to ensure PSD Investment's voting
power of its Polestar shareholdings remains below 50%. The closing
of the PIPE is expected to occur one business day following PSD
Investment's notification to Polestar that the Conversion has been
completed, or another date as mutually agreed to by the parties.

The parties intend that Polestar and PSD Investment will enter into
a registration rights agreement to grant PSD Investment customary
registration rights with respect to the Class A ADSs that PSD
Investment will receive.

                     About Polestar Automotive

Polestar (Nasdaq: PSNY) is the Swedish electric performance car
brand with a focus on uncompromised design and innovation, and the
ambition to accelerate the change towards a sustainable future.
Headquartered in Gothenburg, Sweden, its cars are available in 27
markets globally across North America, Europe and Asia Pacific.

Gothenburg, Sweden-based Deloitte AB, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
May 9, 2025, attached to the Company's Annual Report on Form 10-K
for the year ended December 31, 2024, citing that the Company
requires additional financing to support operating and development
activities that raise substantial doubt about its ability to
continue as a going concern.

As of Dec. 31, 2024, the Company had $4.1 billion in total assets,
$7.4 billion in total liabilities, and a total deficit of $3.3
billion.




===========
T U R K E Y
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ANKARA METROPOLITAN: Fitch Affirms BB- LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed Ankara Metropolitan Municipality's
Long-Term Foreign and Local-Currency Issuer Default Ratings (IDRs)
at 'BB-' with Stable Outlooks.

The affirmation reflects Fitch's unchanged view that Ankara will
maintain a robust operating balance despite high inflation,
although capex-driven debt will substantially increase under
Fitch's conservative rating case. Its debt metrics will remain
commensurate with its peers with a 'bbb' Standalone Credit Profile
(SCP) over the medium term. Ankara's IDRs are capped by the Turkish
sovereign's 'BB-' IDRs and the Stable Outlooks reflect that on the
sovereign.

KEY RATING DRIVERS

Risk Profile: 'Weaker'

Fitch assesses Ankara's risk profile as 'Weaker', reflecting three
'Weaker' key risk factors and three 'Midrange' factors.

Revenue Robustness: 'Midrange'

Ankara has a well-diversified and broad local economy, which leads
to a less volatile tax revenue structure and robust tax revenue
growth prospects that are at least in line with national GDP
growth. This is indicated by a 59% tax revenue CAGR in 2020-2024,
matching the national nominal GDP CAGR. Tax revenue reached TRY43.7
billion in 2024 and was about 79% of Ankara's operating revenue.
Fitch expects tax revenue growth to exceed the expected national
nominal GDP growth of 18% in 2025-2029, reaching TRY124.3 billion
by 2029. This is supported by GDP per capita 40% above the national
median and strong interim tax revenue growth in 2025.

Revenue Adjustability: 'Weaker'

Turkish metropolitan municipalities have limited ability to
generate additional tax revenue as tax rates are mostly set by the
central government. At end-2024, nationally collected and set taxes
comprised 76% of Ankara's total revenue, while locally set taxes
made up only 0.1% and are constrained by tax ceilings set by the
central government, implying negligible tax flexibility. This
inflexibility is partly compensated by fees and charges levied on
public services over which Ankara has some flexibility, and by its
scope for asset sales. These accounted for 7% and 2%, respectively,
of Ankara's total revenue in 2024.

Expenditure Sustainability: 'Weaker'

Fitch expects that persistent high inflation will erode expenditure
contro, despite Ankara's moderately cyclical-to-countercyclical
responsibilities. Opex rose at a CAGR of 75% during 2020-2024,
resulting in a pre-financing deficit of 14.5% of total revenue in
2024, a shift from consistent surpluses in previous years. Fitch
expects Ankara to continue providing large subsidies to its
transportation company and social support to households, resulting
in expenditure outpacing revenue during 2025-2029, with the
operating margin falling to 21% by 2029 from 25% in 2024.

Fitch expects the anticipated sustained decline in inflation from
2026, along with recent cost-cutting measures introduced by the
government, will help Ankara contain expenditure growth.

Expenditure Adjustability: 'Midrange'

Ankara has a low share of fixed costs, averaging 65% of total
expenditure compared with 70%-90% for international peers. This
spending flexibility is offset by Ankara's moderate ability to
reduce capex due to the existing level of services and investments.
Fitch expects Ankara to post a deficit before financing averaging
9% of revenue due to high investment needs. Capex substantially
increased between 2022 and 2024 following fiscal consolidation in
2019-2021 and demographic growth. Fitch expects capex to remain at
about 30% of total spending during the rating case, focused on the
extension of the metro network and urban transformation projects.

Liabilities & Liquidity Robustness: 'Midrange'

Ankara's moderate debt and liquidity framework had no FX risk at
end-2024, unlike its large domestic peers. However, Fitch expects
investment in the Dikimevi-Mamak metro line and debt from transport
company EGO to increase FX exposure to 30% of total debt by 2029.
Fitch considers this moderately low compared with the sector
average of 60%. At end-2024, Ankara's direct debt was a low TRY5.4
billion, all in local currency, mostly with fixed interest rates
(96%), and a fairly short weighted average maturity of 2.4 years,
similar to domestic peers.

Fitch expects debt service coverage at 1.7x in 2029, and although
declining to cover at least 1x of annual debt servicing
requirements and mitigating repayment risk. Ankara's contingent
liabilities are moderate and include borrowings of its water
affiliate, ASKI, which has the capacity to service its own debt,
underpinned by very strong debt service coverage above 4.0x.
Contingent liabilities totalled TRY959 million at end-2024.

Liabilities & Liquidity Flexibility: 'Weaker'

Ankara's counterparty risk stems from domestic liquidity providers
rated below 'BBB-', which, coupled with the short tenor of loans,
limits its assessment to 'Weaker', similar to Turkish peers. Ankara
has good terms with local and international banks as the country's
political centre. At end-2024, Ankara's cash balance was TRY828
billion (unrestricted), down from TRY2.9 billion in 2023 and
covering 0.5x of its annual debt servicing. Turkish local and
regional governments do not benefit from treasury lines or national
cash pooling, making it challenging to fund unexpected increases in
liabilities or spending peaks.

Financial Profile: 'aaa category'

Fitch assesses Ankara's financial profile in the 'aaa' category.
Tax revenues will drive growth of operating revenues towards
TRY157.7 billion, supported by expected real nominal GDP growth of
3.6% and average inflation of 21%. However, Fitch expects the
operating margin to remain under pressure over 2025-2029, averaging
around 23.8% due to persistent high inflation.

Under Fitch's rating case for 2025-2029, Ankara's operating balance
will be about TRY33 billion with direct debt totalling TRY74.5
billion in 2029, leading to a debt payback (net adjusted
debt/operating balance) well below 5x, in line with a 'aaa'
financial profile. Fitch's rating case projects that Ankara's
actual debt service coverage ratio will deteriorate to 1.7x in
2029, from 8.7x in 2024, corresponding to a 'a' financial profile.
The assessment is further supported by a very low fiscal debt
burden (net adjusted debt/operating revenue) below 50% in 2029
corresponding to a 'aaa' financial profile.

Derivation Summary

Ankara's 'bbb' SCP results from a 'Weaker' risk profile and a 'aaa'
financial profile assessment. The SCP also factors in Ankara's
comparison with national and international peers in the same rating
category. Ankara's IDRs are not affected by any other rating
factors but are capped by the Turkish sovereign IDRs.

The SCP is positioned at the mid-range of the 'bbb' category,
supported by a strong payback ratio at 2.2x in the 'aaa' category
and an actual debt service coverage ratio at 1.7x in the 'a'
category based on a comparison with its peers in the same rating
category. Ankara also has a robust payback ratio similar to
international peers the City of Almaty (Kazakhstan), the State of
Parana (Brazil) and Yerevan City (Armenia). Its SCP is in line with
State of Parana and below that of Almaty and Mugla Metropolitan
Municipality, based on its relatively weaker coverage.

Short-Term Ratings

The 'B' Short-Term IDR is the only option for Ankara's 'BB-'
Long-Term IDR.

National Ratings

Ankara's National Ratings are driven by its Long-Term
Local-Currency IDR, which is mapped to the highest scale of
'AAA(tur)' on the Turkish National Rating Correspondence Table
based on a peer comparison. The Outlook is Stable.

Key Assumptions

Qualitative Assumptions:

Risk Profile: 'Weaker'

Revenue Robustness: 'Midrange'

Revenue Adjustability: 'Weaker'

Expenditure Sustainability: 'Weaker'

Expenditure Adjustability: 'Midrange'

Liabilities and Liquidity Robustness: 'Midrange'

Liabilities and Liquidity Flexibility: 'Weaker'

Financial Profile: 'aaa'

Asymmetric Risk: 'N/A'

Support (Budget Loans): 'N/A'

Support (Ad Hoc): 'N/A'

Rating Cap (LT IDR): 'BB-'

Rating Cap (LT LC IDR) 'BB-'

Rating Floor: 'N/A'

Quantitative assumptions - Issuer Specific

Fitch's through-the-cycle rating case incorporates a combination of
revenue, cost and financial risk stresses. It is based on 2020-2024
published figures and its expectations for 2025-2029:

- Operating revenues CAGR of 23.2% in 2025-2029 (58.4% year on year
for 2020-2024) due to expected high but declining nominal GDP
growth of 18.2% on average in 2025-2029

- Tax revenue CAGR of 23.2% in 2025-2029 (58.8% in 2020-2024)

- Current transfers CAGR of 22.6% in in 2025-2029 (59.1% in
2020-2024)

- Operating expenses CAGR of 24.6% in 2025-2029 (75.5% year on year
for 2020-2024) due to expected high but declining inflation of
21.1% on average in 2025-2029

- Negative net capital balance of TRY34.9 billion in 2025-2029

- Apparent cost of debt on average 21.6%, below the average cost of
debt in 2024 based on the expected decline in policy rates and
higher share of FX loans

- Average USD/TRY assumptions based on Fitch's sovereign estimate
for 2025 at USD/TRY43, 2026 at USD/TRY48 with annual additional
depreciation of 10% for 2027-2029

Issuer Profile

Ankara is Turkiye's capital and second-largest city by number of
inhabitants, with 6.9% of the national population. Its GDP per
capita accounts for 140% of the national median.

Rating Sensitivities

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

A downgrade of the Turkish sovereign IDRs or a downward revision of
Ankara's SCP resulting from debt payback of more than 9x on a
sustained basis would lead to a downgrade of the IDRs.

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

An upgrade of the Turkish sovereign IDRs would lead to a similar
rating action on Ankara's IDRs, provided it maintains its debt
payback ratio below 5x under Fitch's rating case.

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.

Discussion Note

Committee date: 24 June 2025

There was an appropriate quorum at the committee and the members
confirmed that they were free from recusal. It was agreed that the
data was sufficiently robust relative to its materiality. During
the committee no material issues were raised that were not in the
original committee package. The main rating factors under the
relevant criteria were discussed by the committee members. The
rating decision as discussed in this rating action commentary
reflects the committee discussion.

Public Ratings with Credit Linkage to other ratings

Ankara's IDRs are capped by the Turkish sovereign.

   Entity/Debt                  Rating               Prior
   -----------                  ------               -----
Ankara Metropolitan
Municipality           LT IDR    BB-      Affirmed   BB-
                       ST IDR    B        Affirmed   B
                       LC LT IDR BB-      Affirmed   BB-
                       Natl LT   AAA(tur) Affirmed   AAA(tur)


ANTALYA METROPOLITAN: Fitch Affirms 'BB-' LongTerm IDRs
-------------------------------------------------------
Fitch Ratings has affirmed Antalya Metropolitan Municipality's
Long-Term Foreign and Local-Currency Issuer Default Ratings (IDRs)
at 'BB-' with Stable Outlooks.

The affirmation reflects Fitch's unchanged view that Antalya will
maintain a robust operating balance despite high inflation,
although capex-driven debt will increase substantially under the
conservative rating case. Its debt metrics will remain commensurate
with its peers with a 'bbb-' Standalone Credit Profile (SCP) over
the medium term. Antalya's IDRs are capped by the Turkish
sovereign's 'BB-' IDRs and the Stable Outlooks reflect that on the
sovereign.

KEY RATING DRIVERS

Risk Profile: 'Weaker'

The assessment reflects a high risk of Antalya's ability to cover
debt service with the operating balance weakening unexpectedly over
the scenario horizon (2025-2029) due to lower revenue, higher
expenditure, or an unexpected rise in liabilities or debt-service
requirements.

Revenue Robustness: 'Midrange'

Antalya is benefiting from a post-pandemic recovery in tourist
arrivals and anticipated population growth, both boosting its local
economy. This supported lower volatility of tax revenue, which had
a CAGR of 62.5% in 2020-2024, above national nominal GDP at 58.8%.
Tax revenue constitutes about 65% of Antalya's operating revenue.
Fitch expects local nominal GDP to rise at a CAGR of about 24% in
2025-2029, outpacing national nominal GDP, and to drive operating
revenue towards TRY50.5 billion by 2029 from TRY17.8 billion in
2024 under its conservative rating case.

Revenue Adjustability: 'Weaker'

Antalya's ability to generate additional revenue is constrained by
nationally pre-defined tax rates. At end-2024, nationally set and
collected taxes were 60% of total revenue. Local taxes over which
Antalya has tax autonomy were less than 1% of total revenue,
implying negligible tax flexibility. However, this inflexibility is
partly compensated by fees and charges over which Antalya has some
control (about 16% of total revenue) and, to a much lesser extent,
by asset sales (less than 1% of total revenue).

Expenditure Sustainability: 'Weaker'

Fitch expects expenditure to rise faster than revenue with a CAGR
of about 5.6% for 2024-2028, due to high inflation despite
Antalya's moderately cyclical and countercyclical spending
responsibilities The weaker control of expenditure is evident from
2023 budgetary outturns, when rapid spending growth included
consolidation of public operations regarding the municipal
transport company. Fitch expects high inflation will further
increase transport costs, which may not be fully offset by tariff
adjustments, similar to other metropolitan municipalities.

In May 2024, the government introduced a Savings and Efficiency
Package to enforce stricter public spending. Fitch expects these
new policies to prioritise essential investments and delay more
discretionary projects, which could mitigate some of the expected
expenditure growth.

Expenditure Adjustability: 'Midrange'

Antalya has a low share of inflexible costs, averaging less than
65% of totex, compared with 70%-90% for international peers.
Stronger spending flexibility is offset by its moderate ability to
reduce capex due to current level of services and investments.
Fiscal consolidation efforts resulted in surpluses from 2021 to
2023, but this shifted to a slight pre-financing deficit of 0.3% of
total revenue in 2024. Fitch expects a pre-financing deficit
averaging 10% of total revenue in the medium term, due to high
investment needs and inflationary pressures. Fitch expects capex to
average about 26% of totex over the rating case, mainly driven by
plans to extend the tram line network by 40km.

Liabilities & Liquidity Robustness: 'Weaker'

Antalya faces significant FX risk due to high lira volatility, with
nearly 92% of its total debt in euros and unhedged. It is also
exposed to interest-rate risk, as half of its bank loans have
floating rates. The weighted-average life of its total debt is
moderate at 3.3 years. These risks are partly offset by a robust
actual debt service coverage ratio at 2.7x in 2024, which Fitch
expects to remain above 1.5x over the rating case, and the
amortising nature of its bank loans.

Antalya's contingent liabilities are moderate and mostly comprise
borrowings of its water and sewage affiliate, ASAT (TRY3.0 billon),
which is a self-sustaining utility, with a strong payback ratio at
0.5x, and a sound operating balance that covered annual debt
servicing by 12.4x at end-2024.

Liabilities & Liquidity Flexibility: 'Weaker'

Antalya has domestic liquidity lines from lenders rated below
'BBB-', and short loan tenors. It has a moderate record of
accessing national and international lenders. At end-2024, its cash
balance was TRY1.0 billion (unrestricted), down from TRY1.5 billion
in 2024 and covering 0.6x of annual debt servicing. Fitch expects
high inflation and Antalya's intensive capital investment programme
to deplete its cash during the rating case. Turkish local and
regional governments do not benefit from treasury lines or national
cash pooling, making it challenging to fund unexpected increases in
debt liabilities or spending.

Financial Profile: 'aaa category'

Fitch assesses Antalya's financial profile as in the 'aaa'
category. Fitch projects operating revenue to reach TRY50.5 billion
by 2029, driven by tax revenues and supported by expected real GDP
growth of 3.6% and average inflation of 21%. However, Fitch expects
the operating margin to remain under pressure over 2025-2029,
averaging around 21% in its rating case due to continued
inflationary pressures. Under the rating case, Antalya's operating
balance will be about TRY9.9 billion in 2029 and its direct debt
TRY31.7 billion (up from TRY5.1 billion in 2024), leading to a
payback ratio (net adjusted debt/operating balance) well below 5x,
in line with a 'aaa' financial profile.

Fitch's rating case projects that Antalya's actual debt service
coverage ratio will decline to 1.5x in 2029 from 2.7x in 2024, but
will remain sound, corresponding to a 'a' financial profile. This
is despite an expected fall in the operating margin to 21% over
2025-2029 from 42% in 2020-2024. Fitch expects the fiscal debt
burden to remain below 100%, corresponding to a 'aa' financial
profile.

Derivation Summary

Antalya's 'bbb-' SCP reflects a 'Weaker' risk profile and 'aaa'
financial profile. The SCP also factors in Antalya's comparison
with its national and international peers in the same rating
category. Antalya's IDRs are not affected by any other rating
factors but are capped by the Turkish sovereign IDRs.

Antalya's national peers all have 'Weaker' risk profiles and SCPs
ranging from 'b+' to 'bbb+'. Antalya's financial ratios are
comparable with those of Bursa Metropolitan Municipality and Izmir
Metropolitan Municipality. Antalya has a slightly higher payback
ratio in the middle of the 'aaa' category compared with
international peers with 'bbb' category SCPs with 'Weaker' risk
profiles and financial profiles at 'aaa', such as the City of
Almaty (Kazakhstan) and Parana, State of (Brazil). The SCP is at
the low end of the 'bbb' category at 'bbb-' compared with the 'bbb'
SCPs of Ankara Metropolitan Municipality and Parana, State of, and
in line with those of Bursa Metropolitan Municipality and Yerevan
City.

Short-Term Ratings

The 'B' Short-Term IDR is the only option for a 'BB-' category
Long-Term IDR.

National Ratings

Antalya's National Ratings are driven by its Long-Term
Local-Currency IDR, which is mapped to the highest level of
'AAA(tur)' on the Turkish National Rating Correspondence Table
based on a peer comparison. The Outlook is Stable.

Key Assumptions

Qualitative Assumptions:

Risk Profile: 'Weaker'

Revenue Robustness: 'Midrange'

Revenue Adjustability: 'Weaker'

Expenditure Sustainability: 'Weaker'

Expenditure Adjustability: 'Midrange'

Liabilities and Liquidity Robustness: 'Weaker'

Liabilities and Liquidity Flexibility: 'Weaker'

Financial Profile: 'aaa'

Asymmetric Risk: 'N/A'

Support (Budget Loans): 'N/A'

Support (Ad Hoc): 'N/A'

Rating Cap (LT IDR): 'BB-'

Rating Cap (LT LC IDR) 'BB-'

Rating Floor: 'N/A'

Quantitative assumptions - Issuer Specific

Fitch's through-the-cycle rating case incorporates a combination of
revenue, cost and financial risk stresses. It is based on 2020-2024
published figures and its expectations for 2025-2029:

- Operating revenue CAGR of 23.2% in 2025-2029 (62.4% year on year
for 2020-2024) due to expected high but declining nominal GDP
growth of 18.2% on average in 2025-2029

- Tax revenue CAGR of 23.7% in 2025-2029 (62.5% in 2020-2024)

- Current transfers CAGR of 22.6% in 2025-2029 (61.6% in
2020-2024)

- Operating expenses CAGR of 25.3% in 2025-2029 (67.4% year on year
for 2020-2024) due to expected high but declining inflation of
21.1% on average in 2025-2029

- Negative net capital balance of TRY11.3 billion in 2025-2029

- Apparent cost of debt on average 10.7%, about 2% above the
average cost of debt in 2024 due to high domestic borrowing rates

- Average USD/TRY assumptions based on Fitch's sovereign estimate
for 2025 at USD/TRY43 and 2026 at USD/TRY48, with annual additional
depreciation of 10% for 2027-2029

Issuer Profile

Antalya is Turkiye's fifth-largest city, with 3.2% of the national
population. It is the sixth-largest GDP contributor (3.5% of
national GDP output in 2023) and the tourism hub of the country,
attracting nearly a third (average 30%) of tourist arrivals.

Rating Sensitivities

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

A downgrade of the sovereign's IDRs or a downward revision of
Antalya's SCP resulting from a debt payback of more than 9x on a
sustained basis would lead to a downgrade of Antalya's IDRs.

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

An upgrade of the Turkish sovereign IDRs would lead to an upgrade
of Antalya's IDRs, provided Antalya maintains its debt payback
ratio below 5x.

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.

Discussion Note

Committee date: 24 June 2025

There was an appropriate quorum at the committee and the members
confirmed that they were free from recusal. It was agreed that the
data was sufficiently robust relative to its materiality. During
the committee no material issues were raised that were not in the
original committee package. The main rating factors under the
relevant criteria were discussed by the committee members. The
rating decision as discussed in this rating action commentary
reflects the committee discussion.

Public Ratings with Credit Linkage to other ratings

Antalya's IDRs are capped by Turkish sovereign IDRs.

   Entity/Debt                  Rating               Prior
   -----------                  ------               -----
Antalya Metropolitan
Municipality           LT IDR    BB-      Affirmed   BB-
                       ST IDR    B        Affirmed   B
                       LC LT IDR BB-      Affirmed   BB-
                       LC ST IDR B        Affirmed   B
                       Natl LT   AAA(tur) Affirmed   AAA(tur)


BURSA METROPOLITAN: Fitch Affirms BB- LongTerm IDRs, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed Bursa Metropolitan Municipality's
Long-Term Foreign and Local-Currency Issuer Default Ratings (IDRs)
at 'BB-' with Stable Outlooks.

The affirmation reflects Fitch's unchanged view that Bursa will
maintain a robust operating balance despite high inflation,
although capex-driven debt will increase substantially under
Fitch's conservative rating-case scenario. Bursa's debt metrics
will remain commensurate with those of its peers with 'bbb-'
Standalone Credit Profiles (SCP). Bursa's IDRs are capped by the
Turkish sovereign's 'BB-' IDRs.

KEY RATING DRIVERS

Risk Profile: 'Weaker'

The assessment reflects a high risk of Bursa's ability to cover
debt service with the operating balance weakening unexpectedly over
the scenario horizon (2025-2029) due to lower revenue, higher
expenditure, or an unexpected rise in liabilities or debt-service
requirements.

Revenue Robustness: 'Midrange'

Bursa benefits from a highly industrialised local economy with a
focus on exports, primarily driven by the automotive industry. The
city's trade balance averages close to 6% of local GDP. This
results in a strong and buoyant tax revenue base, but also exposes
it to some cyclicality, with tax revenue CAGR at 63% in 2020-2024,
above that of national nominal GDP at 59%.

At end-2024 Bursa's GDP per capita was 5% above the national
median, down from 9% in 2023. This resulted in a 58% year-on-year
increase in tax revenue, slightly below national nominal GDP growth
of 64%. Fitch expects the global trade war will put some pressure
on the city's tax revenue growth in 2025. However, Fitch expects
tax revenue, which accounts for nearly 70% of operating revenue, to
rebound and grow at a CAGR of 22.3%, outpacing the projected
nominal GDP CAGR of 18% during 2025-2029.

Revenue Adjustability: 'Weaker'

Bursa's ability to generate additional revenue is constrained by
nationally pre-defined tax rates. At end-2024, nationally set and
collected taxes were 65% of total revenue. Local taxes over which
Bursa has tax autonomy were less than 1% of total revenue, implying
negligible tax flexibility. However, this inflexibility is partly
compensated by fees and charges over which Bursa has some control
(about 10% of total revenue) and, to a much lesser extent, by asset
sales (2% of total revenue).

Expenditure Sustainability: 'Weaker'

Fitch's expects expenditure growth to outpace revenue growth by a
CAGR of about 3% for 2025-2029, due to persistent high inflation,
despite Bursa's moderately cyclical to countercyclical spending
responsibilities. Weakened expenditure control is demonstrated by
budgetary outturns in the past three years, with opex consistently
growing more quickly than operating revenue.

Fitch expects the high inflationary environment will continue to
pressure Bursa's budget, especially for its loss-making public
transportation company, Burulas, as the increase in operating costs
cannot be fully reflected in fares. However, Fitch expects the gap
to narrow from 2026, supported by declining inflation and recent
central government cost-cutting measures

Expenditure Adjustability: 'Midrange'

Bursa has a lower share of inflexible costs than its international
peers, at an average less than 65% of total expenditure, compared
with 70%-90% for international peers. Stronger expenditure
flexibility due to a low share of fixed costs is offset by its
moderate affordability to reduce them due to the existing level of
services and investments. Fitch expects Bursa's capex to remain
high, averaging about 31% of totex in the rating case driven by a
large immigration influx, urbanisation needs and a planned 40km
rail network extension.

Liabilities & Liquidity Robustness: 'Weaker'

Bursa is exposed to considerable FX risk due to lira volatility,
with nearly 56% of its total debt in euros and unhedged. The
weighted-average life of its total debt is moderate at 2.7 years.
Its robust operating balance covered about 3.2x of its annual debt
service in 2024, mitigating refinancing risk. Bursa's interest-rate
exposure is moderate as most of its debt is fixed rate (74%).
Off-balance-sheet risk is also limited, as most of the debt stems
from its water and sewerage affiliate, BUSKI, which can service its
debt from its cash flow, underpinned by a strong debt service
coverage ratio above 4.0x.

Liabilities & Liquidity Flexibility: 'Weaker'

Bursa has a moderate record of accessing international and national
lenders. The latter is limited by the counterparty risk associated
with domestic liquidity lines from banks rated below 'BBB-' and by
the short tenor of loans. Bursa's year-end cash remained restricted
as it is fully earmarked for settlement of payables. Turkish local
and regional governments do not benefit from treasury lines or
national cash-pooling, making it challenging to fund unexpected
increases in liabilities or spending.

Financial Profile: 'aaa category'

Fitch assesses Bursa's financial profile in the 'aaa' category.
Fitch projects operating revenue will reach TRY53.6 billion by
2029, driven by tax revenues and supported by expected average real
GDP growth of 3.6% and average inflation of 21%. However, Fitch
expects the operating margin to remain under pressure over
2025-2029, averaging around 25% in its rating case due to continued
inflationary pressures. Under Fitch's rating case, Bursa's
operating balance will be about TRY13.0 billion and its direct debt
TRY39.5 billion in 2029 (up from TRY4.0 billion in 2024), leading
to a payback ratio (net adjusted debt/operating balance) well below
5x, in line with a 'aaa' financial profile.

Fitch's rating case projects that Bursa's actual debt service
coverage ratio will decline to 1.5x in 2029 from 3.2x in 2024,
corresponding to a 'aa' financial profile. This is despite an
expected fall in the operating margin to 25% over 2025-2029 from
31% in 2024. Fitch also expects the fiscal debt burden to remain
below 100%, corresponding to a 'aa' financial profile.

Derivation Summary

Bursa's 'bbb-' SCP results from a 'Weaker' risk profile and 'aaa'
financial profile. The SCP also factors in comparison with national
and international peers in the same rating category. Bursa's IDRs
are not affected by any other rating factors but are capped by the
Turkish sovereign IDRs.

Bursa's national peers all have 'Weaker' risk profiles and SCPs
ranging from 'b+' to 'bbb+'. Bursa's financial ratios are
comparable with those of Antalya Metropolitan Municipality and
Izmir Metropolitan Municipality. Bursa's payback is slightly
higher, in the middle of the 'aaa' category compared with
international peers with 'bbb' category SCPs with 'Weaker' risk
profiles and financial profiles of 'aaa', such as the City of
Almaty (Kazakhstan) and Parana, State of (Brazil). The SCP is at
the low end of the 'bbb' category at 'bbb-' versus the 'bbb' SCPs
of Ankara Metropolitan Municipality and Parana, State of and is in
line with Antalya Metropolitan Municipality and Yerevan City.

Short-Term Ratings

Bursa's Short-Term IDRs of 'B' are the only option for a 'BB-'
Long-Term IDR

National Ratings

Bursa's National Ratings are driven by its Long-Term Local-Currency
IDR, which is mapped to the highest level of 'AAA(tur)' on the
Turkish National Rating Correspondence Table based on a peer
comparison. The Outlook is Stable.

Key Assumptions

Qualitative assumptions:

Risk Profile: 'Weaker'

Revenue Robustness: 'Midrange'

Revenue Adjustability: 'Weaker'

Expenditure Sustainability: 'Weaker'

Expenditure Adjustability: 'Midrange'

Liabilities and Liquidity Robustness: 'Weaker'

Liabilities and Liquidity Flexibility: 'Weaker'

Financial Profile: 'aaa'

Asymmetric Risk: 'N/A'

Support (Budget Loans): 'N/A'

Support (Ad Hoc): 'N/A'

Rating Cap (LT IDR): 'BB-'

Rating Cap (LT LC IDR) 'BB-'

Rating Floor: 'N/A'

Quantitative assumptions - Issuer Specific

Fitch's through-the-cycle rating case incorporates a combination of
revenue, cost and financial risk stresses. It is based on 2020-2024
published figures and its expectations for 2025-2029:

- Operating revenues CAGR of 22.5% in 2025-2029 (59.1% year on year
for 2020-2024) due to expected high although declining nominal GDP
growth of 18.2% on average in 2025-2029

- Tax revenue CAGR of 22.3% in 2025-2029 (62.9% in 2020-2024)

- Current transfers CAGR of 22.6% in 2025-2029 (61.6% in
2020-2024)

- Opex CAGR of 25.1% in 2025-2029 (62.1% year on year for
2020-2024) due to expected high although declining inflation of
21.1% on average in 2025-2029

- Negative net capital balance of TRY13.6 billion in 2025-2029

- Apparent cost of debt on average 20.5%, about 9% above the
average cost of debt in 2020-2024 due to high domestic borrowing
rates

- Average USD/TRY assumptions based on Fitch's sovereign estimate
for 2025 at USD/TRY43, 2026 at USD/TRY48 with annual additional
depreciation of 10% for 2027-2029

Issuer Profile

Bursa is Turkiye's fourth-largest city with 3.8% of the national
population. It is an important export-oriented industrial hub in
the Marmara region and accounts for 3.9% of the country's GDP.

Rating Sensitivities

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

A downgrade of the sovereign's IDRs or a downward revision of
Bursa's SCP resulting from a debt payback of more than 9x on a
sustained basis would lead to a downgrade of Bursa's IDRs.

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

An upgrade of the Turkish sovereign IDRs would lead to an upgrade
of Bursa's IDRs, provided it maintains its debt payback ratio below
5x.

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.

Discussion Note

Committee date: 24 June 2025

There was an appropriate quorum at the committee and the members
confirmed that they were free from recusal. It was agreed that the
data was sufficiently robust relative to its materiality. During
the committee no material issues were raised that were not in the
original committee package. The main rating factors under the
relevant criteria were discussed by the committee members. The
rating decision as discussed in this rating action commentary
reflects the committee discussion.

Public Ratings with Credit Linkage to other ratings

Bursa's IDRs are capped by the Turkish sovereign IDRs.

   Entity/Debt                Rating              Prior
   -----------                ------              -----
Bursa Metropolitan
Municipality         LT IDR    BB-     Affirmed   BB-
                     ST IDR    B       Affirmed   B
                     LC LT IDR BB-     Affirmed   BB-
                     LC ST IDR B       Affirmed   B
                     Natl LT   AAA(tur)Affirmed   AAA(tur)


RONESANS GAYRIMENKUL: Fitch Hikes LT Foreign Currency IDR to 'BB-'
------------------------------------------------------------------
Fitch Ratings has upgraded Turkish property company Ronesans
Gayrimenkul Yatirim A.S.'s (RGY) Long-Term Foreign Currency (LTFC)
Issuer Default Rating (IDR) and senior unsecured rating to 'BB-'
from 'B+'. The Recovery Rating remains at 'RR4'. The Outlook for
the IDR is Stable.

The upgrade reflects the robust operational performance of RGY's 12
shopping centres (SCs) in Turkiye in 2024. This includes a 10%
year-on-year increase in footfall, resulting in tenants' sales
growth well above hyperinflation and nearly full occupancy at
year-end. This drove strong revenue and EBITDA growth, supported by
the turnover-linked rent contracts of stores. Leverage also fell
sharply following debt repayments using IPO proceeds.

As RGY's property assets and revenue sources are all located in
Turkiye, its IDR is influenced by the country's operating
environment and Turkiye's 'BB-' LTFC IDR. RGY's LTFC IDR is not
constrained by Turkiye's Country Ceiling of 'BB-'.

Key Rating Drivers

Stronger Market Position: RGY continues to benefit from its
dominance in its catchment areas and an improved market position
after Turkiye's floods, earthquake and hyperinflation affected
consumption and led competitors to exit the market in 2023. This
was underlined in a 10% increase in footfall in 2024 and almost
full occupancy. Tenants' sales rose by 79%, leading to a rental
income increase of 75%, with nearly all leases benefiting from
stores' turnover rents.

Improved Financial Flexibility: EBITDA interest coverage increased
to 2.2x at end-2024 from 1.3x at end-2023, reflecting improved
operating performance. In addition, the partial sale of the Maltepe
offices in May 2025 for about EUR17 million, and debt refinancing
completed earlier in 2025, have materially enhanced RGY's financial
flexibility. These developments address the key factor that had
previously constrained RGY's IDR at 'B+'.

Decreased Leverage: RGY reduced its net debt/EBITDA ratio to 3.5x
at end-2024 from 7.4x at end-2023, including off balance-sheet debt
at share at subsidiaries level. This was driven by debt repayment
in 1H24 with IPO proceeds, alongside strong operational
performance. EBITDA increased by 90% in 2024, driven by a
substantial rise in rental revenues that outpaced hyperinflation,
as nearly all contracts are linked to turnover rents. The EBITDA
margin also improved as costs rose below inflation.

Targeting Higher Profile Tenants: RGY is focusing on attracting
higher-profile tenants to increase footfall and rental growth. The
existing average 4.5-year lease length restricts RGY's ability to
sign up with stronger tenants now seeking space, and, consequently,
to raise rents to market levels. To improve the tenant mix,
management is incentivising lower-profile tenants to leave and
offering shorter one-year leases to provide greater flexibility.
This also allows for annual rent adjustments to address
persistently high inflation. With an affordable occupancy cost
ratio (OCR) of 9.3%, management identifies potential for rental
growth above inflation, with the target set at 13%.

Maltepe Project Progress: Management does not plan to increase
RGY's own leverage to fund the Maltepe development next to its SC.
The project is planned to include about 250 residential units, 25
retail units and, reflecting improved sentiment in Istanbul's
office real estate market, two office buildings. This project,
which is 20% complete, also aims to meet local housing demand and
will begin pre-sales in 2026 to fund the remaining construction,
reducing marketing risks and RGY's cash outlay.

Active Remodelling of SCs: RGY plans to invest 5%-10% of net
operating income annually in refurbishing its portfolio for
2025-2028, with a significant portion allocated to Maltepe Park in
2024. Fitch expects this redevelopment, adjacent to the Maltepe
project, to obtain a high yield on cost by sharply increasing
footfall and tenants' sales due to the influx of new residents and
office workers in the area. Enhancements include new restaurants,
cafes and sports areas to attract new tenants, with Mango, Vakko,
and MediaMarket already signed up. Fitch expects these improvements
to drive footfall and revitalise the site.

Material Currency Risk: RGY continues to face currency risk, with
97% of its debt denominated in euros at end-2024 (end-2023: 93%)
while rental revenues are primarily in Turkish lira. Turnover rents
provide some natural hedge against FX risk, as they partly offset
lira depreciation and inflation. However, base rent adjustments,
which are linked to the 12-month average CPI, do not fully offset
this risk. RGY anticipates more moderate inflation and lira
depreciation in the near term and as a result does not plan to use
costly currency swaps.

Shareholders' Agreement Insulates RGY: Fitch rates RGY on a
standalone basis. A shareholders' agreement between Ronesans
Holding A.S. (RH) and GIC Private Limited limits RH's ability to
withdraw funds from RGY, as it requires both parties' consent for
dividend and capital structure actions. RGY operates separately
from RH, with no cross-defaults or guarantees, ensuring independent
financial management.

Peer Analysis

RGY has navigated a volatile operating environment that has been
more challenging than that faced by its peers in the EMEA real
estate sector. In contrast, real estate companies, like NEPI
Rockcastle N.V. (BBB+/Stable) and Globalworth Real Estate
Investments Limited (BBB-/Stable) in central and eastern Europe
benefit from euro-linked leases, transferring currency risk to
their tenants.

Nevertheless, RGY has strengthened its market position as
competitors have withdrawn, leading to an 11% increase in footfall
in 2024 and a 99% occupancy rate - a rise from 95 million visits
and 94% occupancy before the pandemic -matching or exceeding the
levels in more stable economies. RGY is also favourably comparable
with its peers, with an OCR of 9% at end-2024. Turnover rents,
typically accounting for less than 10% of rental income for EMEA
peers, represent over 40% of RGY's revenue, driven by inflation and
robust consumer spending.

Key Assumptions

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

- Rents to increase 18% in 2025, mainly driven by inflation and
increasing rents, before slowing to 14%-15% during 2026-2028 on an
expected slowdown in inflation, based on Fitch's Global Economic
Outlook - March 2025

- Capex on the portfolio assets at 5% of annual net operating
income but increasing as the Maltepe offices start development
during 2026-2027

- Remaining capex to complete the Maltepe residential and office
development during 2025-2028

- Maltepe residential units sold at 10% a year during 2026-2028
(30% totally) and no office disposals from new developments

- No dividends

- Refinancings during 2025-2027 at an average interest cost for
local and foreign-currency debt of 11%

Recovery Analysis

Fitch's Country-Specific Treatment of Recovery Ratings Rating
Criteria caps RGY's Recovery Rating at 'RR4' (Turkiye is a group D
country), indicating a 'BB-' senior unsecured debt rating.

RATING SENSITIVITIES

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

- Failure to address refinancing risk ahead of debt maturities,
including clarifying the expected currency, interest rate and tenor
of refinanced debt

- Further weakening of Turkish economic conditions, sharp
depreciation in the lira, or a downgrade of the sovereign rating

- Net debt/EBITDA above 7x over a sustained period

- Reduced headroom in secured debt covenants, leading to a breach
of covenants

- 12-month liquidity coverage below 1x

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

- RGY's LTFC IDR is unlikely to be rated above Turkiye's LTFC IDR
or its 'BB-' Country Ceiling

- Rental uplift above inflation

Liquidity and Debt Structure

At end-2024, RGY held around TRY3.6 billion, mainly in euros,
excluding cash held at special-purpose vehicles. Its only debt
maturity in 2025, after the refinancing in May 2025 of Kucukyali
Hiltown debt with a five-year floating-rate loan, is a loan at its
50:50 Esentepe JV with GIC, which has a mortgage over the Optimum
Izmir SC with a low loan to value of 17%.

In April 2024 RGY raised TRY3.7 billion (USD114 million) through an
IPO, which was partly used to pay down part of the related-party
loan, with the rest used so far to complete 20% of the Maltepe
office and residential project. The group plans to complete the
remaining project with pre-sales, reducing sales-related risks and
cash outlay.

At end-2024, 97% of the debt was in euros and the rest in Turkish
lira. Only 4% of its debt is at fixed rates. Unsecured debt is
minimal at 1% of total debt.

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
   -----------               ------         --------   -----
Ronesans Gayrimenkul
Yatirim A.S.           LT IDR BB-  Upgrade             B+

   senior unsecured    LT     BB-  Upgrade    RR4      B+




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

FERREXPO PLC: Fitch Lowers LongTerm IDR to 'CCC-'
-------------------------------------------------
Fitch Ratings has downgraded Ferrexpo plc's Long-Term Issuer
Default Rating (IDR) to 'CCC-' from 'CCC+'.

The downgrade reflects a significant worsening in operational
liquidity and negative free cash flow (FCF) generation, following
the suspension of VAT refunds. This, alongside rising electricity
costs, resulted in the company limiting its production and
consequently a fall in EBITDA. Fitch expects Ferrexpo to have
insufficient cash to cover working-capital requirements and
maintenance capex by end-2025, if the VAT refund remains suspended
and the company continues to operate in line with its assumption of
around 4.2 million tonnes (mt) of products.

The legal uncertainties surrounding Ferrexpo add to the high
operational risk in Ukraine, undermining its operational stability
and liquidity profile. Ferrexpo has no external debt.

Key Rating Drivers

VAT Refunds Suspension: The VAT refund suspension, linked to
personal sanctions on Ferrexpo's main shareholder, will lead to
negative changes in working capital and negative operating cash
flow generation in 2025 and beyond. Failure to recover VAT refunds
would lead to cash burn from operations depleting liquidity by
end-2025. Management is working on resolving the suspension and to
mitigate cash outflows. If those efforts fail, management plans to
minimise, rebalance or suspend pellets or concentrate production to
preserve cash and support its workforce.

Legal Risks Cloud Outlook: Ferrexpo is facing several legal
proceedings that could affect its financial performance. These
includes a UAH4,747 million claim against its Ferrexpo Poltava
Mining (FPM) subsidiary related to contested sureties provided to a
now-defunct bank, which is before the Supreme Court of Ukraine. A
Ukrainian district court has also granted a request to transfer
49.5% of Ferrexpo's shares in FPM to a national agency. There is
also a civil claim related to illegal mining and sale of subsoil
products, and a dispute with previous minority shareholders. The
timeline and outcome of these legal proceedings remain uncertain,
presenting substantial risks.

Reduced Production Volumes: Ferrexpo increased its pellet and
concentrate output to 6.9 mt in 2024 and operated two pelletising
lines for most of the year, following the reopening of Ukrainian
Black Sea ports at end-2023. However, liquidity constraints
stemming from the VAT refunds suspension have forced the company to
reduce operations at times to a single pelletising line since 2Q25.
Fitch forecasts production volumes to decline to around 4.2mt in
2025, which assumes an evolving production mix with a focus on more
profitable concentrate volumes.

Weak and Declining EBITDA: Ferrexpo's Fitch-adjusted EBITDA fell
30% in 2024 to USD60 million, due primarily to weakening iron ore
prices and pellet premium during the year. This was compounded by
high production costs, which offset higher production volume than
in 2023. Energy cost was high and volatile in 2024 due to the
Russian attacks on power generation, forcing Ferrexpo to import
electricity at a higher price. Fitch forecasts EBITDA to decline to
around USD30 million in 2025, driven by reduced production capacity
due to expected prolonged suspension of VAT refunds, alongside its
lower commodity price assumptions.

Peer Analysis

The ratings in the 'CCC' category and below for most corporate
issuers in Ukraine reflect heightened operational and financial
risks.

Interpipe Holdings plc's 'CCC-' ratings reflect Fitch's limited
visibility on whether the National Bank of Ukraine will allow the
repayment of its bonds in 2026 with funds that are subject to
exchange controls, or whether Interpipe will be able to facilitate
a refinancing. Metinvest B.V. (CCC) is rated one notch higher than
Ferrexpo and Interpipe because it holds cash-generating assets
outside Ukraine, supporting its business profile and financial
flexibility. However, it faces material debt maturities in 2026 and
is subject to exchange controls.

Key Assumptions

- Average realised pellet price of USD105/tonne in 2025

- Operation of one production line in 2025

- Pellet and iron ore concentrate production of 4.2mt in 2025

- No VAT refunds in 2025

- Capex of USD65 million in 2025

- No dividends

RATING SENSITIVITIES

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

- Default of some kind appears probable

- Significant operational disruptions, liquidity constraints due to
the war and/or ongoing legal proceedings

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

- Resolution of VAT refund suspension, and neutral to positive FCF
generation sufficient to support sustainable operational liquidity

Liquidity and Debt Structure

As of 30 April 2025, Ferrexpo had available cash and cash
equivalents of USD73 million. It has minimal liabilities linked to
leases.

Fitch expects Ferrexpo to have insufficient cash to cover
working-capital and capex by end-2025 if the suspension of VAT
refunds remains and the company continues to operate in line with
Fitch's assumption of around 4.2mt of products. The uncertainties
from the litigations also pose substantial risk to its liquidity.

Ferrexpo aims to maintain around 80% of cash offshore, primarily in
US dollars, with the rest in Ukraine to support daily operations
and general requirements.

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

Ferrexpo has an ESG Relevance Score of '4' for group structure and
governance structure for related-party transactions, which has a
negative impact on the credit profile, and is relevant to the
rating in conjunction with other factors.

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

   Entity/Debt         Rating            Prior
   -----------         ------            -----
Ferrexpo plc     LT IDR CCC- Downgrade   CCC+
                 ST IDR C    Affirmed    C




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

EMF-UK 2008-1: Fitch Lowers Rating on Class B1 Notes to 'B-sf'
--------------------------------------------------------------
Fitch Ratings has downgraded EMF-UK 2008-1 Plc's class B1 notes and
affirmed all other ratings. All tranches have been removed from
Under Criteria Observation.

   Entity/Debt                   Rating            Prior
   -----------                   ------            -----
EMF-UK 2008-1 Plc

   Class A1a XS0352932643    LT AAAsf  Affirmed    AAAsf
   Class A2a XS1099724525    LT AAAsf  Affirmed    AAAsf
   Class A3a XS1099725415    LT A+sf   Affirmed    A+sf
   Class B1 XS0352308075     LT B-sf   Downgrade   BBsf
   Class B2 XS1099725928     LT CCCsf  Affirmed    CCCsf

Transaction Summary

The transaction comprises non-conforming UK mortgage loans
originated by Southern Pacific Mortgage Limited, Preferred
Mortgages Limited (formerly wholly owned subsidiaries of Lehman
Brothers), London Mortgage Company and Alliance & Leicester Plc.

KEY RATING DRIVERS

UK RMBS Rating Criteria Updated: The rating actions reflect Fitch's
updated UK RMBS Rating Criteria (see "Fitch Ratings Updates UK RMBS
Rating Criteria" dated 23 May 2025). Key changes include updated
representative pool weighted average foreclosure frequencies
(WAFFs), changes to sector selection, revised recovery rate
assumptions and changes to cashflow assumptions.

The non-conforming sector representative 'Bsf' WAFF has had the
most significant revision. Fitch applies newly introduced
borrower-level recovery rate caps to underperforming seasoned
collateral, for owner-occupied and buy-to-let sub-portfolios in
this case. Fitch now applies dynamic default distributions and high
prepayment rate assumptions rather than the previous static
assumptions.

Increasing Credit Enhancement: The transaction has been amortising
sequentially since December 2023, due to a breach of late arrears
trigger. This trigger is reversible, and amortisation may switch
back to pro-rata depending on the evolution of late-stage arrears.
However, Fitch believes sequential payment will continue as late
arrears are above 15% and the bond factor (currently at 16%) is
approaching the 10% threshold, upon which sequential amortisation
becomes irreversible. Credit enhancement for the class A1a, A2a and
A3a notes was 50.7%, 39.2% and 25.2%, respectively, at March 2025,
compared with 45.3%, 35.0% and 22.5% in March 2024.

Worsening Arrears: Both early-stage and late-stage arrears have
risen since the last review, to 20.9% and 18.1% (20.0% and 16.7% in
June 2024), respectively. However, the total number of loans in
arrears has decreased since the June 2024 interest payment date,
suggesting some stabilisation in arrears build-up. Higher arrears
result in increased foreclosure assumptions.

PIR Caps Class A3a Rating: The class A3a notes have no dedicated
liquidity reserve, unlike the class A1a and A2a notes. The
transaction benefits from a static general reserve which can cover
interest payments on the class A3a notes, but it may also be drawn
to cover losses and senior fees. Fitch believes reserve fund
drawings are likely, given the increasing late-stage arrears and
limited excess spread available. Consequently, Fitch deems coverage
of payment interruption risk (PIR) is insufficient to support an
upgrade of the class A3a notes.

RATING SENSITIVITIES

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

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

Fitch found that a 15% increase in the WAFF and 15% decrease of the
weighted average recovery rate (WARR) would imply the following:

Class A1a: 'AAAsf'

Class A2a: 'AAAsf'

Class A3a: 'A+sf'

Class B1: Below 'CCCsf'

Class B2: Below 'CCCsf'

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and
potentially upgrades.

Fitch found that a 15% decrease in the WAFF and 15% increase of the
WARR would imply the following:

Class A1a: 'AAAsf'

Class A2a: 'AAAsf'

Class A3a: 'A+sf'

Class B1: 'BB-sf'

Class B2: Below 'CCCsf'

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

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

DATA ADEQUACY

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

Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transaction's EMF-UK 2008-1
Plc initial closing. The subsequent performance of the transaction
over the years is consistent with the agency's expectations given
the operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

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

ESG Considerations

EMF-UK 2008-1 Plc has an ESG Relevance Score of '4' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to the pool
exhibiting an interest-only maturity concentration of legacy
non-conforming owner-occupied loans which has a negative impact on
the credit profile, and is relevant to the rating in conjunction
with other factors.

EMF-UK 2008-1 Plc has an ESG Relevance Score of '4' for Human
Rights, Community Relations, Access & Affordability due to a
significant proportion of the pool containing owner-occupied loans
advanced with limited affordability checks, which has a negative
impact on the credit profile, and is relevant to the rating in
conjunction with other factors.

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


MARKETSCAN LIMITED: Approved Recovery Named as Administrators
-------------------------------------------------------------
Marketscan Limited was placed into administration proceedings in
the High Court of Justice The Business & Property Courts of England
& Wales Court Reference, No CR-2025-004291, and D Marcus Daniel
Tout of Approved Recovery Limited was appointed as administrators
on June 25, 2025.  

Marketscan Limited engaged in business support service activities.

Its registered office and principal trading address is at 8 Dukes
Court, Bognor Road, Chichester, West Sussex, PO19 8FX.

The joint administrators can be reached at:

         Marcus Daniel Tout
         Approved Recovery Limited
         36 Fifth Avenue, Havant
         Hampshire PO9 2PL

For further details, contact:

         Email : hello@approved-recovery.co.uk
         Tel No: 0800 066 2248


NES FIRCROFT: S&P Upgrades ICR to 'B+', Outlook Stable
------------------------------------------------------
S&P Global Ratings upgraded its long-term issuer credit ratings on
NES Fircroft Bondco AS (NES) and issue-level ratings on its senior
secured bond to 'B+' from 'B'. The '4' recovery rating remains
unchanged, reflecting its expectations of average recovery
(30%-50%; rounded estimate: 45%) in the event of a payment
default.

S&P said, "We removed all our ratings from under criteria
observation (UCO).

"The stable outlook reflects our expectation that NES will achieve
strong organic growth thanks to a broadening contractor base and
expanding non-oil and gas markets. This will support an S&P Global
Ratings-adjusted leverage of 4.0x or below, funds from operations
(FFO) cash interest coverage above 2.0x, and consistently positive
FOCF in 2025-2026.

"The upgrade follows the revision to our criteria for assessing the
impact on our adjusted credit metrics of CSF. The updated criteria
simplify our analytical approach in assessing the CSF. If we think
that the CSF will act as loss-absorbing or cash-conserving capital
in times of stress and are not subject to any debt-like provisions
(including contractual terms requiring mandatory cash payments,
contractual terms providing creditor protections, and structural
features for incentivizing redemption), we will exclude the CSF
from our adjusted debt, leverage, and coverage metrics. For the
shareholder loans held by an ultimate holding company that sits
above NES, we now consider these instruments as equity, as the lack
of 'stapling' clause--the CSF must be owned and sold together with
common equity--is no longer a constraining factor under the revised
criteria."

NES has deleveraged in recent years on the back of strong organic
growth. Since the merger of NES and Fircroft in 2020, the company
has gradually improved its earnings generation to an S&P Global
Ratings-adjusted level of GBP124 million in fiscal year 2024 (ended
Oct. 31) from GBP101 million in fiscal 2022. This supports its
consistent deleveraging toward an S&P Global Ratings-adjusted
debt-to-EBITDA ratio of 4.0x or below through this period. In the
next 12-24 months, S&P anticipates NES will capitalize
opportunities and gain market share in its global addressable
market, primarily through ramping up volumes in contracts with
blue-chip clients and deepen its strategic focus in high-growth
sectors and geographies. Amid challenging macroeconomic conditions,
this would likely require a selective approach in negotiating
contracts and delivering contractor hiring and permanent placement
services, with a disciplined use of its headcount and cost base,
without compromising margins. Absent any pipeline acquisitions in
the upcoming quarters and coupled with our expectation of continued
strong commercial discipline, NES is well-positioned to achieve
healthy organic growth. This will provide scope for sustainable
deleveraging and a sustained improvement in credit metrics in
fiscal 2025 and beyond.

S&P said, "Following the implementation of the new CSF criteria, we
expect NES' credit metrics will remain in line with other 'B+'
credits in the next 12-24 months. In fiscal 2024, NES' revenue
increased by 12.3% to $3.0 billion, with an S&P Global
Ratings-adjusted EBITDA margin broadly consistent at about 4%,
reflecting strong business momentum and robust cost control. We
expect solid trading will likely to continue into the coming
quarters, resulting in S&P Global Ratings-adjusted debt to EBITDA
remaining at 4.0x or below in the medium term. This is underpinned
by higher contractor and placement activity across diversified end
markets, primarily led by renewables and energy transition; and a
hiring increase in the Middle East, Americas, and Asia-Pacific.
Supported by sound working capital management, asset-light
requirements, and a low interest burden following 2024 refinancing,
we estimate FFO cash interest coverage will remain above 2.0x and
FOCF will stay in strong, positive territory of about GBP50 million
in fiscal years 2025-2026. Our base-case scenario assumes that NES
will maintain credit metrics at current levels, and we think that
under the current sponsor ownership and ratings horizon it is
unlikely that a significant leveraging event--which would further
weigh on credit metrics--will take place. In our view, there is
inherently some degree of macroeconomic and oil-price volatility
exposure in the business, these have been gradually diminishing in
recent years thanks to a diversification into non-oil and gas
markets. However, we think that there is sufficient headroom for
NES' credit metrics to remain in line with other 'B+' credits in
the next 12-24 months, despite potential headwinds in the
engineering staffing sector.

"The stable outlook reflects our expectation that NES will achieve
strong organic growth thanks to a broadening contractor base and
expanding non-oil and gas markets. This will support an S&P Global
Ratings-adjusted leverage of 4.0x or below, FFO cash interest
coverage of above 2.0x, and consistently positive FOCF in
2025-2026."

S&P could lower the rating on NES in the next 12 months if it
expects its S&P Global Ratings-adjusted leverage to increase and
remain above 5.0x, its FFO cash interest coverage to decline to
below 2.0x on a sustained basis, or its FOCF to weaken, likely
because of:

-- A more aggressive financial policy involving debt-funded
acquisitions or shareholder returns that increase leverage beyond
S&P's projections; or

-- Weaker trading performance or higher-than-expected operating
costs.

Although unlikely in the near term, S&P could consider taking a
positive rating action if:

-- Financial-sponsor ownership reduces, and the group maintains a
less-aggressive approach to debt with a clear financial policy
commitment; and

-- The company enhances its scale, end-market diversification, and
geographical diversification, while improving margins and
generating solid cash flows.


PHARMANOVIA BIDCO: Fitch Lowers LongTerm IDR to 'B-', Outlook Neg.
------------------------------------------------------------------
Fitch Ratings has downgraded Pharmanovia Bidco Limited's (formerly
Atnahs) Long-Term Issuer Default Rating (IDR) to 'B-' from 'B'. The
Outlook remains Negative. Fitch has also downgraded the company's
EUR980 million term loan's senior secured rating to 'B-' from 'B+'.
The agency has also revised the Recovery Rating to 'RR4' from
'RR3'.

The downgrade follows weak operating performance for FY25
(financial year-end March), due to multiple operational setbacks,
weak earnings guidance for FY26 and execution challenges
exacerbated by a recent management change.

The Negative Outlook reflects its expectation that credit metrics
will be outside its negative sensitivities for the 'B-' rating over
the next 12-18 months. A successful turnaround plan in the medium
term is crucial for the rating to remain in the 'B' category.
Pharmanovia's liquidity remained adequate at FYE25. However,
liquidity could deteriorate quickly in the absence of sustainable
operating performance recovery due to covenants that restrict
drawings on its revolving credit facility (RCF).

Key Rating Drivers

Trading Underperformance: Pharmanovia underperformed its budget
considerably in 4QFY25 following several setbacks, including in
market secondary sales in China that declined more rapidly than
expected due to local policy changes favouring volume-based
procurement products. This further compounded the labelling errors
experienced earlier in FY25. This, combined with supplier
challenges and inventory alignment measures, led company-adjusted
EBITDA to contract 21% to EUR117 million compared to a year ago.

Cautious Growth Outlook: Fitch expects earnings recovery to remain
under pressure. Execution risks over the near to medium term have
increased, leading to its more cautious outlook across
Pharmanovia's key markets. The company is undergoing a major
operational transformation, including cost cutting, restoring sales
momentum in China, realigning its salesforce and managing a broad
portfolio of mature products that face competitor displacement.

Management's focus for FY26 is to stabilise the business,
protecting revenues, and achieve an EBITDA growth of 7% to EUR125
million, mainly via cost control and pursuing a favourable sales
mix. However, visibility is limited beyond FY26 as the company is
still defining its five-year plan.

Risk of Rising Leverage: Pharmanovia's FY25 gross leverage rose to
8.6x and Fitch forecasts an only modest reduction to 8.2x in FY26,
still far above its negative sensitivity for the rating.
Nevertheless, Fitch views Pharmanovia's current capital structure
as unsustainable and sensitive to further underperformance, given
the lack of a clear timeline for deleveraging and a public
financial policy to address leverage pressure.

Liquidity Still Adequate: Pharmanovia has maintained healthy cash
conversion in the face of substantial revenue underperformance.
Fitch considers the company's asset-light model can help it adjust
its size appropriately to limit cash leakage. At FYE25 , it had
EUR24 million of cash on balance sheet (of which Fitch restricts
EUR5 million) and a largely available EUR203 million revolving
credit facility (RCF), which supports its adequate liquidity
position. However, access to over 40% of the RCF is subject to a
senior secured net leverage covenant at below 8.75x, which Fitch
believes is currently met but could be exceeded if EBITDA does not
recover.

Reconfiguring Portfolio: Fitch expects the company to prioritise
organic growth in its defined therapeutic areas, driven by product
redevelopment and new market launches. This is underscored by its
in-licensing agreements for novel complementary therapies, which
support its M&A-driven growth and diversification strategy, which
has gained momentum since the Covid-19 pandemic. Fitch assumes a
moderate decline of its established off-patent drug portfolio from
FY26, while the company aims to continue expanding based on planned
active lifecycle management, although the visibility on its
medium-term plan is limited at this stage.

Constrained by Scale: Pharmanovia's rating is constrained by its
small size, despite recent product additions. Fitch also views the
company's narrow product portfolio and high sales concentration -
its top 10 products accounted for 71% of sales in FY25 - as rating
constraints. If the company is able to continue the expansion of
its portfolio through medium-to-large acquisitions in the medium
term, this would help it diversify its portfolio and reduce
concentration risk. Its business model depends on continued
portfolio replenishment, but resources are limited.

ESG - Management Strategy: The recent operational and strategic
failures, change of management, the near- to medium-term
uncertainty around the business's strategic development and the
lack of a developed medium-term plan create downside risks and
weigh on the company's IDR. Fitch also reflects them in the
Negative Outlook on the 'B-' rating.

Peer Analysis

Fitch compares Pharmanovia's 'B-' rating against other asset-light
scalable niche pharmaceutical companies, such as CHEPLAPHARM
Arzneimittel GmbH (B/Stable), ADVANZ PHARMA HoldCo Limited
(B/Stable) and Neopharmed Gentili S.p.A. (B/Stable).

Pharmanovia's moderate business scale and concentrated brand
portfolio benefit from increasing product and wide geographic
diversification in each brand. However, the financial
underperformance and uncertainty around the medium-term strategy
constrain its IDR to the 'B-' category. Pharmanovia and Cheplapharm
have historically had almost equally high and stable operating and
cash flow margins, which were eroded in 2024. Cheplapharm's
performance was weak in 2024, but showed signs of recovery in
1Q25.

Advanz also has high execution risk in its refocused strategy to
actively develop and market targeted specialist generic drugs, and
remaining litigation risks. Neopharmed's slightly smaller
operations are balanced by better expected leverage.

Key Assumptions

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

- Sales decline of 1% in FY26, followed by low-single-digit sales
growth in FY27-FY29, assuming some acquisitions

- EBITDA margin in mid-30% in FY26-FY29

- Working capital inflow in FY26, and around break-even in
FY27-FY29

- RCF drawings in FY26-FY29 to support the cash position

- M&A of product intellectual property and commercial
infrastructure assets of about EUR45 million a year in FY26-FY28;
targeted acquisitions at an enterprise value of 4x sales, funded
with internally generated FCF

- Non-acquisition capex at about 1% of sales. Fitch treats
acquisitions as equivalent to capex at 8%-10% of sales, as it views
these investments as necessary to offset the organic portfolio
decline

- No debt-funded dividend payments

Recovery Analysis

Pharmanovia's recovery analysis is based on a going concern
approach, reflecting the company's asset-light business model,
which supports higher realisable values in financial distress than
balance-sheet liquidation. Financial distress could primarily arise
from material revenue contraction following volume losses and price
pressure, given its exposure to generic pharmaceutical competition,
possibly in combination with an inability to manage the cost base
of a rapidly expanding business.

Fitch reduced its post-restructuring going concern EBITDA estimate
to EUR125 million from EUR137 million and applied a lower
distressed enterprise value/EBITDA multiple of 5.0x, reflecting the
underlying value of the company's portfolio of intellectual
property rights before considering added value through portfolio
and brand management.

Its principal waterfall analysis generated a Recovery Rating of
'RR4' for the senior secured capital structure after deducting 10%
for administrative claims, revised down from the previous
assessment of 'RR3'. This comprises the senior secured term loan B
of EUR980 million and an RCF of about EUR203 million, assumed to be
fully drawn before distress, with both facilities ranking equally
among themselves. This indicates a 'B-'/'RR4' instrument rating for
the senior secured debt.

RATING SENSITIVITIES

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

- EBITDA leverage not returning to below 7.5x by FY27

- EBITDA interest coverage below 1.5x

- FCF declining on a sustained basis

- Insufficient liquidity headroom

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

- Fitch could revise the Outlook to Stable on a timely strategic
update from the new management that effectively addresses current
operational issues and stabilises performance in line with its
sensitivities for a 'B-' rating.

- Sustainable EBITDA margin recovery

- EBITDA leverage at or below 6.5x on a sustained basis

- EBITDA interest coverage above 2.0x on a sustained basis

- Positive FCF recovery on a sustained basis

Liquidity and Debt Structure

Pharmanovia's readily available cash on balance sheet at FYE25 was
EUR19 million (excluding EUR5 million Fitch deems as not readily
available). It also has access to EUR183 million of its EUR203
million RCF. However, the availability of the RCF can be limited by
the springing covenant testing level of 40% of the RCF. The company
does not have any maturities until 2029 and 2030, when the RCF and
term loan B come due, respectively.

Issuer Profile

Pharmanovia is a UK-based specialty pharma focused on acquiring and
managing branded off-patent drugs. Main therapeutic areas are
cardiovascular, endocrinology, neurology and oncology.

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

Pharmanovia has an ESG Relevance Score of '5' for 'Management
Strategy' due to an ineffective corporate strategy and the absence
of a turnaround plan. This has a negative impact on the credit
profile and is highly relevant to the rating.

Pharmanovia has an ESG Relevance Score of '4' for Governance
Structure due to the recent resignations of the management team,
which has a negative impact on the credit profile, and is relevant
to the rating in conjunction with other factors.

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

   Entity/Debt                    Rating          Recovery   Prior
   -----------                    ------          --------   -----
Pharmanovia Bidco Limited   LT IDR B-  Downgrade             B

   senior secured           LT     B-  Downgrade    RR4      B+


POLARIS 2025-2: S&P Assigns Prelim. B-(sf) Rating on X1 Notes
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Polaris 2025-2 PLC's class A and B-Dfrd to X1-Dfrd notes. At
closing, the issuer will also issue unrated class Z and X2 notes
and residual certificates.

Polaris 2025-2 is an RMBS transaction securitizing a portfolio of
owner-occupied mortgage loans secured over U.K. properties.

This is the tenth first-lien RMBS transaction originated by UK
Mortgage Lending Ltd. that S&P has rated.

The loans in the pool were originated between 2017 and 2025 by UK
Mortgage Lending Ltd.

The collateral comprises complex-income borrowers, borrowers with
immature credit profiles, and borrowers with credit impairments,
and there is a high exposure to owner-occupied mortgages advanced
to self-employed borrowers (31.0%) and owner-occupied mortgages
advanced to first-time buyers (34.0%).

Product switches are permitted under this transaction, subject to
certain conditions being met. The aggregate current balance of all
product switch loans cannot exceed 25% of the pool as of closing.

Liquidity support for the class A and B-Dfrd notes is provided by
the liquidity reserve fund. Hence, for the other rated notes where
timely interest must be paid once they become the most senior class
outstanding, there is no liquidity support available. However,
principal receipts can be used to pay interest, which may provide
liquidity.

The transaction includes a prefunded amount which is still to be
confirmed, where the issuer can purchase loans until the first
interest payment date in August 2025. There is the risk that the
addition of these loans could adversely affect the pool's credit
quality. Portfolio limitations are in place that mitigate this
risk.

The transaction incorporates a swap to hedge the mismatch between
the notes, most of which (99.7%) pay a coupon based on the
compounded daily Sterling Overnight Index Average rate, and loans,
which pay fixed-rate interest before reversion.

Based on our initial analysis, S&P does not anticipate any rating
constraints under our counterparty, operational risk, or structured
finance sovereign risk criteria.

  Preliminary ratings

  Class    Preliminary rating   Class size (%)

  A          AAA (sf)           86.5
  B-Dfrd*    AA (sf)             5.5
  C-Dfrd*    A+ (sf)             4.0
  D-Dfrd*    A- (sf)            1.90
  E-Dfrd*    BBB (sf)           0.95
  F-Dfrd*    BB (sf)            0.95
  Z          NR                  0.2
  X1-Dfrd    B- (sf)            2.25
  X2         NR                 1.50
  Residual Certs    NR           N/A

*S&P's preliminary rating on this class considers the potential
deferral of interest payments.
NR--Not rated.
N/A--Not applicable.


PROHIRE GROUP: Ernst & Young Named as Administrators
----------------------------------------------------
Prohire Group Limited was placed into administration proceedings in
Business and Property Courts of England and Wales, Insolvency &
Companies List (ChD), Court Number: CR-2025-004339, and Samuel
James Woodward and Timothy Vance of Ernst & Young LLP were
appointed as administrators on June 27, 2025.  

Prohire Group Limited specialized in the renting and leasing of
trucks and other heavy vehicles.

Its registered office is c/o Ernst & Young LLP 12 Wellington Place,
Leeds, LS1 4AP (Formerly) React House Spedding Road, Fenton
Industrial Estate, Stoke On Trent, Staffordshire, ST4 2ST.

Its principal trading address is at React House Spedding Road,
Fenton Industrial Estate, Stoke On Trent, Staffordshire, ST4 2ST

The joint administrators can be reached at:

            Timothy Vanc
            Samuel James Woodward
            Ernst & Young LLP
            2 St Peter's Square
            Manchester, M2 3EY

For further information, contact:
           
           The Joint Administrators
           Email: prohireadministration@uk.ey.com

Alternative contact:

           Ayse Hassan



PROHIRE LIMITED: Ernst & Young Named as Administrators
------------------------------------------------------
Prohire Limited was placed into administration proceedings in
Business and Property Courts of England and Wales, Insolvency &
Companies List (ChD), Court Number: CR-2025-004337, and Samuel
James Woodward and Timothy Vance of Ernst & Young LLP were
appointed as administrators on June 27, 2025.  

Prohire Limited specialized in Renting and leasing of cars, light
motor vehicles, trucks and other heavy vehicles.

Its registered office is c/o Ernst & Young LLP 12 Wellington Place,
Leeds, LS1 4AP (Formerly) React House Spedding Road, Fenton
Industrial Estate, Stoke On Trent, Staffordshire, ST4 2ST.

Its principal trading address is at React House Spedding Road,
Fenton Industrial Estate, Stoke On Trent, Staffordshire, ST4 2ST

The joint administrators can be reached at:

            Timothy Vance
            Ernst & Young LLP
            12 Wellington Place
            Leeds, LS1 4AP

            -- and --

            Samuel James Woodward
            Ernst & Young LLP
            2 St Peter’s Square
            Manchester, M2 3EY

For further information, contact:
           
           The Joint Administrators
           Email: prohireadministration@uk.ey.com

Alternative contact:

           Ayse Hassan






===============
X X X X X X X X
===============

[] BOOK REVIEW: Bendix-Martin Marietta Takeover War
---------------------------------------------------
MERGER: The Exclusive Inside Story of the Bendix-Martin Marietta
Takeover War

Author: Peter F. Hartz
Publisher: Beard Books
Soft cover: 418 pages
List Price: $34.95
Review by Gail Owens Hoelscher
http://www.beardbooks.com/beardbooks/merger.html

William Agee, the youngest man ever to head one of the top 100
American corporations, seemed unstoppable. In 1977, at the age of
39, he took over Bendix Corporation, an aerospace, automotive, and
industrial firm, determined to diversify the company out of the
automotive industry. In his words, "Automobile brakes are in the
winter of their life and so is the entire automobile industry." He
sold off a few Bendix units, got some cash together, and began to
look for acquisitions.

Then Agee's relationship with Mary Cunningham burst into the news.
Agee had promoted Cunningham from his executive assistant to vice
president, to the outrage of other Bendix employees. Their affair,
replete with power, brains, youth, good looks, charm, denial, and
deceit, fascinated the American public. Cunningham was forced to
leave Bendix to work for Seagrams, with the entire country
wondering just how well she would do. The two divorced their
respective spouses and married soon thereafter. To the chagrin of
many, Cunningham continued to play a pivotal role in Bendix
affairs.

Eager to regain his standing, Agee turned to acquisition as soon as
the gossip died down. A failed attempt to acquire RCA left him more
determined than ever. He then set his sights on Martin-Marietta, an
undervalued gem in the 1982 stock market slump.

Thus began an all-out war of tenders and countertenders, egoism and
conceit, half-truths and dissimulation, and sudden alliances and
last-minute court decisions.

This is a very exciting account of the war's scuffles, skirmishes,
and battles. The author, son of a long-time Bendix director, was
able to interview some of the major participants who most likely
would have refused the requests of other authors. Some gave him
access to personal notes from the various proceedings. The author
thoroughly researched the documents involved in the takeover war,
as well as news reports and press releases. He explains the
complicated legal maneuverings very clearly, all the while keeping
the reader entertained with the personal lives and thoughts of the
players.

People love this book. The New York Times Book Review said
"Aggression and treachery, hairbreadth escapes and last-minute
reversals, "white knights" and "shark repellants" -- all of these
and more can be found in the true-life adventure of the
Bendix-Martin Marietta merger war." The Wall Street Journal said
"Merger brims with tension, authentic-sounding dialogue and insider
detail."

Peter F. Hartz was born in Toronto, Canada, in 1953, and moved to
the U.S. as a child. He holds degrees from Colgate University and
Brown University. He lives in Toluca Lake, California.



                           *********


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 * * *