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

                          E U R O P E

          Monday, July 14, 2025, Vol. 26, No. 139

                           Headlines



A Z E R B A I J A N

BANK OF BAKU: Moody's Affirms 'B1' Deposit Ratings, Outlook Stable
BANK RESPUBLIKA: Moody's Upgrades LongTerm Deposit Ratings to Ba3
INTERNATIONAL BANK: Moody's Upgrades Bank Deposit Ratings to Ba1
KAPITAL BANK: Moody's Affirms 'Ba2' Deposit Ratings, Outlook Pos.
XALQ BANK: Moody's Affirms 'Ba3' Deposit Ratings, Outlook Stable



F R A N C E

DIOT-SIACI BIDCO: Moody's Affirms 'B2' CFR, Outlook Remains Stable
DIOT-SIACI TOPCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
DIOT-SIACI TOPCO: S&P Affirms 'B' ICR on Proposed Refinancing
ILIAD HOLDING: S&P Withdraws 'BB' Issuer Credit Rating


G E R M A N Y

CTEC II GMBH: Moody's Alters Outlook on 'B2' CFR to Negative
HSE FINANCE: Moody's Withdraws 'Caa3' Corporate Family Rating


G R E E C E

INTRALOT SA: Moody's Puts 'Caa1' CFR Under Review for Upgrade


H U N G A R Y

WIZZ AIR: Fitch Lowers LongTerm IDR to 'BB', Outlook Stable


I R E L A N D

BLACKROCK EUROPEAN VII: Moody's Affirms B2 Rating on Class F Notes
CARLYLE EURO 2025-1: S&P Assigns B-(sf) Rating on Class E Notes
CVC CORDATUS XXXVI: Fitch Assigns 'B-(EXP)sf' Rating on Cl. F Notes
LUSITANO MORTGAGES 5: Moody's Ups Rating on EUR28MM D Notes to B3
OCEAN BOSPHORUS VIII: Fitch Assigns 'B-(EXP)sf' Rating on F-R Notes

TAURUS 2021-3 DEU: Moody's Cuts Rating on Class C Notes to B3
UZPROMSTROYBANK: S&P Affirms 'BB-/B' ICRs, Outlook Stable


I T A L Y

BRIGNOLI CO 2024: DBRS Confirms BB(high) Rating on Class D Notes
MUNDYS SPA: Moody's Hikes Rating on Senior Unsecured Notes to Ba1
NEXTURE SPA: Fitch Assigns 'B+(EXP)' LongTerm IDR, Outlook Stable
NEXTURE SPA: S&P Assigns Prelim. 'B' LT ICR, Outlook Stable
RRE 26 LOAN: S&P Assigns BB-(sf) Rating on Class D Notes



K A Z A K H S T A N

MERZ LEASING: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
MICROFINANCE ORGANIZATION KMF: Fitch Affirms 'B+' LongTerm IDR
SAFE-LOMBARD LLP: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable


L U X E M B O U R G

ECARAT DE 2025-1: DBRS Finalizes B(high) Rating on Class F Notes
FRONERI LUX: S&P Rates Proposed EUR1-Bil. Secured Notes 'BB-'


R U S S I A

SQB INSURANCE: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable


S P A I N

AUTONORIA SPAIN 2025: DBRS Finalizes BB(high) Rating on 2 Classes
MINOR HOTELS: Fitch Affirms & Then Withdraws 'BB-' IDR, Outlook Pos
MINOR HOTELS: Moody's Withdraws 'Ba3' CFR Following Debt Repayment


T U R K E Y

FORD OTOMOTIV: S&P Lowers ICR to 'BB-', Outlook Stable
ORDU YARDIMLASMA: Moody's Alters Outlook on 'B1' CFR to Stable


U N I T E D   K I N G D O M

BESPOKE CONNECTED: R2 Advisory Named as Administrators
CINCHONA TECHNOLOGIES: KR8 Advisory Named as Administrators
COLLEGE HILL: Quantuma Advisory Named as Administrators
COMPASS III: Moody's Affirms 'B3' CFR & Alters Outlook to Negative
ELVIS UK: Moody's Assigns 'B2' Corp. Family Rating, Outlook Stable

ELVIS UK: S&P Affirms 'B' ICR on Dividend Recap, Outlook Stable
ETRUX LIMITED: Creditors Meeting Set for July 24
EXMOOR FUNDING 2025-1: Moody's Assigns B1 Rating to Class X Notes
EXMOOR FUNDING 2025-1: S&P Assigns CCC(sf) Rating on X-Dfrd Notes
FRONERI INTERNATIONAL: Moody's Cuts CFR & Senior Secured Debt to B1

HERMITAGE 2025: DBRS Finalizes BB(high) Rating on Class E Notes
KENNELPAK LIMITED: BDO LLP Named as Administrators
LERNEN BIDCO: Moody's Rates New Secured First Lien Term Loan 'B3'
M.J. HARRIS: Leonard Curtis Named as Administrators
MARKET HOLDCO 3: Moody's Rates New GBP800MM Sr. Secured Notes 'B1'

NEWDAY FUNDING 2025-2: DBRS Gives Prov. BB Rating on Class E Notes
NEWDAY FUNDING 2025-2: Fitch Assigns BBsf Rating on Class E Debt
RISKALLIANCE DIRECT: Creditors Meeting Set for July 21

                           - - - - -


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A Z E R B A I J A N
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BANK OF BAKU: Moody's Affirms 'B1' Deposit Ratings, Outlook Stable
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Moody's Ratings has affirmed OJSC Bank of Baku's (Bank of Baku) B1
long-term local and foreign currency bank deposit ratings. The
outlook on these ratings remains stable. At the same time, Moody's
affirmed the bank's Baseline Credit Assessment (BCA) and Adjusted
BCA at b1. Concurrently Moody's affirmed the NP short-term local
and foreign currency bank deposit ratings, the bank's Ba3/NP
long-term and short-term local and foreign currency Counterparty
Risk Ratings (CRRs) and the Ba3(cr)/NP(cr) long-term and short-term
Counterparty Risk Assessments (CR Assessments).

RATINGS RATIONALE

The affirmation of Bank of Baku's BCA and Adjusted BCA at b1
reflects the bank's improved asset quality and profitability in
recent years. At the same time, the BCA is constrained by the
bank's business model focused on the unsecured consumer lending
segment, which is sensitive to economic cycles, as well as its
modest liquidity cushion.

Over the recent years the bank has significantly strengthened its
risk management and tightened its underwriting standards. The share
of Bank of Baku's problem loans (PLs; (defined as stage 3 lending)
improved substantially in recent years to 2.6% as of year-end 2024
from 8.0% as of year-end 2020 because of the workout of legacy
problems and a denominator effect triggered by a rapid expansion of
the loan book. The PL coverage ratio of 93% as of year-end 2024
provides a good buffer to absorb credit losses. In addition, the
bank's exposure to foreign-currency loans is negligible at less
than 1% of net loans at the end of 2024.

As of year-end 2024, Bank of Baku reported Tangible Common Equity
(TCE)/risk-weighted assets (RWA) of 16.9% down from 17.3% a year
earlier. The bank's solvency also benefits from its low leverage.
The bank's TCE/total assets ratio was 18.5% as of year-end 2024.
Its robust capital adequacy is supported by its strong retained
earnings. Moody's expects a gradual reduction in the bank's capital
adequacy over the next 12-18 months amid ongoing business expansion
and sizeable dividend payouts.

In 2024, Bank of Baku posted net income of AZN27.1 million under
IFRS, which translates into a return on tangible assets of 2.8%.
Strong profitability is supported by robust recurring revenue
following the balance-sheet cleanup and the replacement of the
legacy problematic loan portfolio. Newly issued loans are of a
better quality and generate stable net interest income. Moody's
expects Bank of Baku's return on tangible assets to moderate over
the next 12-18 months because of (1) ongoing pressure on its net
interest margin due to high competition for depositors in the local
market, and (2) the gradual phase-out of loan recoveries from the
legacy portfolio.

As of year-end 2024, customer deposits accounted for 76% of the
bank's total liabilities. Meanwhile, market funds, which include
long-term state funds used to finance mortgages and support
entrepreneurs, accounted for 15% of the bank's tangible banking
assets. Moody's considers these funding sources stable and subject
to modest refinancing risk. The deposit portfolio is granular and
largely represented by retail deposits. Bank of Baku's liquidity
buffer was modest at 15% of the bank's tangible assets as of
year-end 2024. Although this buffer is modest compared with
similarly rated regional and global banks, liquidity risks are
mitigated by the short-term duration of the loan book (34% of loans
or 24% of assets mature within a year according to the local GAAP
report as of March 2025).

Bank of Baku's long-term deposit ratings of B1 are based on the
bank's BCA of b1 and do not benefit from any external support
because of Moody's assumptions of low probability of government
support from the Government of Azerbaijan.

RATING OUTLOOK

The stable outlook on Bank of Baku's long-term deposit ratings
reflects Moody's expectations that the bank will maintain its
robust credit metrics over the next 12-18 months.

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

Bank of Baku's BCA and long-term bank deposit ratings could be
upgraded if it significantly improves its liquidity and funding
profile while maintaining sound solvency.

Bank of Baku's ratings could be downgraded or its outlook changed
to negative if there is an erosion in its financial fundamentals,
such as liquidity, asset quality or profitability.

PRINCIPAL METHODOLOGY

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

Bank of Baku's "Baseline Credit Assessment" score of b1 is set two
notches below the "Financial Profile" initial score of ba2 to
reflect the rapid loan book growth and high concentration of the
loan portfolio on unsecured consumer lending.


BANK RESPUBLIKA: Moody's Upgrades LongTerm Deposit Ratings to Ba3
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Moody's Ratings has upgraded Joint Stock Commercial Bank
Respublika's (Bank Respublika) long-term local and foreign currency
bank deposit ratings to Ba3 from B1 and changed the outlook on
these ratings to stable from positive. Concurrently, Moody's
upgraded the bank's Baseline Credit Assessment (BCA) and Adjusted
BCA to b1 from b2, upgraded the bank's long-term local and foreign
currency Counterparty Risk Ratings (CRRs) to Ba2 from Ba3, and
upgraded the long-term Counterparty Risk Assessment (CR Assessment)
to Ba2(cr) from Ba3(cr). In addition, Moody's affirmed the Not
Prime (NP) short-term local and foreign currency bank deposit
ratings, NP short-term local and foreign currency CRRs and the
NP(cr) short-term CR Assessment.

RATINGS RATIONALE

The upgrade of Bank Respublika's BCA to b1 from b2 was driven by
the bank's sustained track record of improved financial
performance, particularly in asset quality, profitability, and
capital adequacy.

The upgrade of the long-term bank deposit ratings to Ba3 from B1
reflects a one-notch uplift for government support from the
Government of Azerbaijan (Baa3 positive). This is based on Moody's
assumptions of a moderate probability of support, given the bank's
sizable market share of 4.4% by assets at year-end 2024.

Bank Respublika's b1 BCA is underpinned by its strong asset
quality, with problem loans declining to 1.2% at year-end 2024,
down from 1.4% at year-end 2023. Reserve coverage of problem loans
stood at approximately 140%. Moody's expects asset quality to
remain supported by favorable economic conditions in Azerbaijan and
the bank's well-diversified loan portfolio.

Thanks to its strategic focus on the SME and retail sectors, Bank
Respublika's profitability has improved in recent years and will
remain supported by healthy margins and robust fee and commission
income. In 2024, the bank reported a record-high net profit of
AZN51 million (AZN39 million in 2023), equivalent to a 2.4% return
on tangible assets. Moody's expects profitability to be sustained
at this level over the next 12–18 months.

Moody's anticipates that Bank Respublika's currently modest capital
adequacy ratios will continue to improve in 2025. The TCE/RWA ratio
will likely increase to around 10% over the next 12 months, up from
9.4% at year-end 2024 and 8.3% in 2023, supported by strong
internal capital generation and slower loan book expansion, which
eases pressure on capital. As of March 31, 2025, the bank reported
regulatory Total Capital Adequacy Ratio (CAR) of 14.07% and Tier 1
capital ratio of 9.55%, up from 12.55% and 8.97%, respectively, as
of March 31, 2024.

Bank Respublika's customer deposits accounted for 70% of total
liabilities but remain concentrated. The bank is actively working
to diversify its funding base, and Moody's believes it is
well-positioned to manage potential deposit outflows. Wholesale
funding, primarily sourced from international development
institutions and foreign investment funds, will remain stable and
moderate in volume, representing around 20–30% of tangible
assets, with modest refinancing risks. Moody's expects the bank to
maintain a liquidity buffer of over 20% over the next 12–18
months.

RATINGS OUTLOOK

The stable outlook on Bank Respublika's long-term deposit ratings
reflects Moody's expectations that the bank will maintain sound
fundamentals over the next 12–18 months.

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

A material and sustained improvement in capital adequacy or further
enhancement of the operating environment in Azerbaijan could lead
to an upgrade of the bank's BCA and deposit ratings. Conversely, a
significant deterioration in operating conditions that materially
weakens asset quality, capital adequacy, or liquidity could result
in a downgrade.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks published
in November 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.


INTERNATIONAL BANK: Moody's Upgrades Bank Deposit Ratings to Ba1
----------------------------------------------------------------
Moody's Ratings has upgraded International Bank of Azerbaijan's
(also known as ABB Bank) long-term local and foreign currency bank
deposit ratings to Ba1 from Ba2 and changed the outlook on these
ratings to stable from positive. Concurrently, Moody's upgraded the
bank's Baseline Credit Assessment (BCA) and Adjusted BCA to ba2
from ba3, upgraded the bank's long-term local and foreign currency
Counterparty Risk Ratings (CRRs) to Baa3 from Ba1, and upgraded the
long-term Counterparty Risk Assessment (CR Assessment) to Baa3(cr)
from Ba1(cr). In addition, Moody's affirmed the Not Prime (NP)
short-term local and foreign currency bank deposit ratings, and
upgraded the short-term CRRs and CR Assessment to P3/P3 (cr) from
NP/NP(cr) respectively.

RATINGS RATIONALE

The upgrade of International Bank of Azerbaijan's BCA to ba2 from
ba3 reflects the bank's sustained track record of improved
profitability, good asset quality, strong capital buffers, ample
liquidity along with limited reliance on market funding.

The rating action also reflects Moody's views that the
International Bank of Azerbaijan, as the largest bank in the
country, will benefit from a favorable operating environment in
Azerbaijan supported by the government's ongoing efforts to
diversify the economy. This, in turn, will translate into stronger
business opportunities while supporting its asset quality and
profitability.

The upgrade of International Bank of Azerbaijan's local and foreign
currency long-term bank deposit ratings to Ba1 from Ba2 follows its
BCA upgrade. International Bank of Azerbaijan 's long-term deposit
ratings are based on the bank's BCA of ba2 and Moody's assessments
of a high probability of government support from the Government of
Azerbaijan in case of need, based on the bank's government
ownership and its status as the largest bank in the country with
large market shares in both loans and customer deposits. This
support translates into one-notch rating uplift to the bank's
long-term deposit ratings from its ba2 BCA.

International Bank of Azerbaijan's asset quality stabilized in 2024
following material improvement in 2023. Problem loans (Stage 3
under IFRS 9) stood at 3.5% of total loans at year-end 2024, down
from 4.6% at year-end 2022. Coverage of problem loans by loan loss
reserves remained strong at 108%. Moody's expects asset quality to
remain stable, supported by favorable economic conditions in
Azerbaijan and improved loan portfolio diversification,
particularly in consumer loans and mortgages.

The bank's profitability has improved in recent years and will
remain robust over the next 12–18 months. This positive trend is
driven by the bank's increased focus on the high margin retail
sector, which now accounts for around 50% of its loan portfolio,
and a higher proportion of interest-earning assets. As a result,
the net interest margin widened to 5.2% in 2024, up from 4.9% in
2023 and 3.9% in 2022. Return on tangible assets reached 2.6% in
2024, compared to 2.1% in 2022, and will likely remain at this
level over the next 12–18 months.

International Bank of Azerbaijan's strong capital position remains
a key credit strength. Tangible common equity (TCE) to
risk-weighted assets (RWA) will remain above 20% over the next
12–18 months, supported by solid internal capital generation and
moderate asset growth.

International Bank of Azerbaijan's funding profile will remain
stable with limited refinancing risk. The bank will continue to
rely predominantly on customer accounts, which represented 91% of
total liabilities at end-2024. Although the bank has recently
returned to international financial markets, its market funding
will remain below 10% of its tangible banking assets in the next
12-18 months. Liquidity buffers will remain ample, at around
30–40% of tangible assets, consisting mainly of cash, central
bank balances, US Treasury bills, and government-related bonds.

RATINGS OUTLOOK

The outlook on International Bank of Azerbaijan's long-term deposit
ratings is stable, reflecting Moody's expectations that the bank
will maintain sound financial fundamentals over the next 12–18
months.

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

Sustained improvement in asset quality and profitability and
further improvement of the operating environment in Azerbaijan
could lead to an upgrade of the bank's BCA and deposit ratings.
Conversely, the ratings could be downgraded if there are signs of
material erosion of the bank's financial fundamentals, such as
asset quality and profitability or if the likelihood of government
support declines.

PRINCIPAL METHODOLOGY

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


KAPITAL BANK: Moody's Affirms 'Ba2' Deposit Ratings, Outlook Pos.
-----------------------------------------------------------------
Moody's Ratings has affirmed Kapital Bank OJSC's (Kapital Bank) Ba2
long-term local and foreign currency bank deposit ratings, the
bank's ba3 Baseline Credit Assessment (BCA) and Adjusted BCA, its
Ba1 long-term Counterparty Risk Ratings (CRRs), and the Ba1(cr)
long-term Counterparty Risk Assessment (CR Assessment). In
addition, Moody's affirmed the Not Prime (NP) short-term local and
foreign currency bank deposit ratings, NP short-term local and
foreign currency CRRs and the NP(cr) short-term CR Assessment. The
outlook on the long-term deposit ratings remains positive.

RATINGS RATIONALE

The affirmation of Kapital Bank's ba3 BCA and its Ba2 long-term
bank deposit ratings reflects Kapital Bank's good asset quality and
profitability, a stable funding base with limited reliance on
market funding, and ample liquidity.

Kapital Bank's problem loans (defined as Stage 3 loans under IFRS 9
standards) stood at 2.5% of total loans at year-end 2024, compared
to 2.0% at year-end 2023. Reserve coverage of problem loans was
around 150% at the same date. Historically, Kapital Bank's asset
quality has been better than that of its peers because of the
bank's lending focus on its existing clientele, including payroll
customers, budget recipients and pensioners. Moody's expects
Kapital Bank's asset quality to remain broadly stable over the next
12–18 months, supported by favorable economic conditions.

In 2024, Kapital Bank reported net income of AZN239 million, down
from AZN282 million in 2023, according to consolidated financials,
translating into a return on tangible assets of 2.0% (compared to
3.1% in 2023). The decline in profitability was driven by increased
funding costs and a rise in operating expenses. Moody's expects the
bank's profitability to remain stable over the next 12–18 months
supported by stabilized net interest margin and the bank's
strengthening fees and commission generating capacity.

Kapital Bank's tangible common equity (TCE) to risk-weighted assets
(RWA) ratio was 11% at end-2024, down from 13.5% in 2023, primarily
due to an increase in RWA. Moody's expects this ratio to improve
over the next 12–18 months, supported by a moderated dividend
payout and asset growth, and good internal capital generation, as
reflected in a return on average equity (RoAE) of 22% in 2024.

In 2024, customer deposits increased by 42%, accounting for 85% of
the bank's non-equity funding. Kapital Bank benefits from ample
liquidity, which represented 37% of total assets, primarily
comprising cash and balances with the Central Bank of Azerbaijan
and liquid government securities.

Kapital Bank's Ba2 long-term deposit ratings are based on its ba3
BCA and Moody's assessments of a high probability of government
support from the Government of Azerbaijan, given the bank's status
as the third-largest bank in the country with significant market
shares in both loans and customer deposits. This support currently
results in a one-notch uplift from the bank's standalone BCA.

RATINGS OUTLOOK

The positive outlook on Kapital Bank's long-term deposit ratings
reflects the positive outlook on Azerbaijan, indicating a
strengthening in the government's capacity to support the bank
during periods of stress.

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

An upgrade of Azerbaijan's sovereign rating could lead to an
upgrade of Kapital Bank's deposit ratings within 12–18 months.
Additionally, material improvements in the bank's profitability,
capital adequacy, or further enhancement of the operating
environment in Azerbaijan could support an upgrade of both the BCA
and deposit ratings. Conversely, a material deterioration in
operating conditions that weakens the bank's asset quality,
profitability, or capital adequacy could lead to a downgrade.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks published
in November 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.


XALQ BANK: Moody's Affirms 'Ba3' Deposit Ratings, Outlook Stable
----------------------------------------------------------------
Moody's Ratings has affirmed Azerbaijan-based OJSC XALQ BANK's
(XALQ BANK) Ba3 long-term local and foreign currency bank deposit
ratings. The outlook on these ratings remains stable. At the same
time, Moody's affirmed the bank's Baseline Credit Assessment (BCA)
and Adjusted BCA at b1. Concurrently Moody's affirmed the NP
short-term local and foreign currency bank deposit ratings, the
bank's Ba2/NP long-term and short-term local and foreign currency
Counterparty Risk Ratings (CRRs) and the Ba2(cr)/NP(cr) long-term
and short-term Counterparty Risk Assessments (CR Assessments).

RATINGS RATIONALE

The affirmation of XALQ BANK's BCA and Adjusted BCA at b1 reflects
the bank's solid pre-provision revenue generation, strong capital
position and sound funding and liquidity, based on a stable deposit
base. These strengths are moderated by its vulnerable asset quality
because of a large proportion of foreign-currency-denominated loans
and substantial single-name credit concentration.

XALQ BANK's problem loans (PLs; defined as Stage 3 lending)
increased slightly, to 5.9% of gross loans, as of year-end 2024
from 5.3% as of year-end 2023. The reported proportion of loan loss
reserves to problem loans decreased to 80% from 84% over the same
period. Moody's expects that XALQ BANK will maintain control over
its asset quality amid an ongoing favorable economic environment in
Azerbaijan, with the PL ratio remaining within the 5%-6% range over
the next 12-18 months.

XALQ BANK posted net income of AZN66 million in 2024, which
translated into a return on tangible assets of 2.2%, higher than
the historical average of 1.5% over the last five years. This
increase is attributed to a strong net interest margin (NIM) of
4.8% and modest provisioning charges. Moody's expects the bank's
profitability to moderate amid higher credit costs, but to remain
solid over the next 12-18 months, supported by strong NIM and the
favourable operating environment.

The bank's Tangible Common Equity (TCE) to Risk Weighted Assets
(RWA) ratio was 17.4% as of year-end 2024 up from 16.3% reported a
year earlier. This increase was triggered by a 6% reduction in
RWAs. Nonetheless, the solid level of capital serves as a good
buffer to absorb unexpected credit losses. Moody's expects the
bank's TCE/RWA ratio to slightly decline over the next 12-18 months
amid resumed RWA growth and ongoing dividend payouts.

Customer deposits remain XALQ BANK's key funding source, accounting
for 76% of its total liabilities as of year-end 2024. Historically,
the bank has displayed significant depositor concentration, with
its largest 20 depositors accounting for 54% of its total deposits
as of year-end 2024 as per management data. These concentration
risks are mitigated by a stable customer base and well-established
relationships with the largest customers. XALQ BANK's liquidity
buffer was around 23% of its total assets as of year-end 2024,
which is sufficient to cover any immediate liquidity needs.

XALQ BANK's long-term deposit ratings of Ba3 are based on the
bank's BCA of b1 and Moody's assessments of a moderate probability
of government support for the bank in the event of need, reflecting
its significant market shares by loans and deposits at 6.9% and
5.1%, respectively, as of year-end 2024. This support provides one
notch of rating uplift to XALQ BANK's long-term deposit ratings.

RATING OUTLOOK

The outlook on XALQ BANK's Ba3 long-term local- and
foreign-currency deposit ratings is stable, reflecting Moody's
expectations that the bank's credit fundamentals will remain stable
over the next 12-18 months, supported by the favourable economic
environment in Azerbaijan.

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

An improvement in XALQ BANK's asset quality, such as a material
decrease in its problem loans (PLs), reduction in its single-name
credit concentration and further dedollarisation of its loan
portfolio, could lead to a rating upgrade.

A sharp erosion in XALQ BANK's recurring revenue or increase in
asset risk could trigger a rating downgrade or exert negative
pressure on its ratings and outlook. Moody's could also downgrade
the bank's deposit ratings if the Government of Azerbaijan appears
less likely to continue to support the bank, which is not currently
anticipated.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks published
in November 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.




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F R A N C E
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DIOT-SIACI BIDCO: Moody's Affirms 'B2' CFR, Outlook Remains Stable
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Moody's Ratings has affirmed the B2 corporate family rating and the
B2-PD probability of default rating of DIOT-SIACI BidCo SAS
(Diot-Siaci). Concurrently, Moody's have assigned B2 ratings to the
EUR1.9 billion senior secured Bank Credit Facility (senior secured
1st Lien Term Loan B (TLB)), and to the EUR375 million senior
secured Bank Credit Facility (senior secured Revolving Credit
Facility (RCF)) issued by Acropole Holding SAS, and Moody's have
withdrawn the B2 ratings of the previous revolving credit facility
and Term Loan B issued by the same issuer. The outlook on all
entities remains stable.

Diot-Siaci is a leading corporate insurance broker in France and
one of the largest in Europe. It offers a range of services across
the insurance value chain, including consulting, intermediation,
and claims management. While its operations were concentrated in
France, Diot-Siaci has expanded its presence in other European
countries, particularly Switzerland, and to a lesser extent in
Asia, North America, and Middle East and Africa, especially
following the Nasco acquisition in 2024 enlarging the footprint in
the MENA region with EUR97 million revenues.

RATINGS RATIONALE

The rating affirmation reflects Diot-Siaci's stable financial
performance in 2024 and its ability to maintain leverage within the
6.5x–7.0x range, despite multiple Term Loan B add-ons over the
past two years - demonstrating the group's opportunistic external
growth strategy.

Moody's also factor in the ongoing discussions between Ontario
Teachers' Pension Plan Board (OTPPB), minority shareholders, and
Ardian, which could result in Ardian acquiring up to 45% of
Diot-Siaci's capital.

The affirmation also reflects Moody's views that (i) the planned
refinancing of the Term Loan B - raising it to EUR1.9 billion in
two drawings, the first of EUR1,575 million and the second of
EUR325 million, and extending maturity to 2032 - will not push
Moody's-adjusted leverage above 7.0x in Moody's base case, and (ii)
the contemplated ownership changes will not trigger a change of
control, as the Burrus family and management will retain 55%
ownership, nor will they alter the group's external growth strategy
aimed at scaling and diversifying operations.

While leverage remains a constraint, Moody's expects synergies and
EBITDA gains from recurring M&A activity. Moody's also anticipates
prudent debt management and stable profitability, with an EBITDA
margin of 26% in 2024 and a projected EBITDA margin remaining above
25% in 2025. High client retention continues to support earnings
resilience.

The affirmation is further supported by Diot-Siaci's key strengths,
such as (i) its leading position in France and continental Europe's
B2B insurance brokerage market, (ii) a strong client retention
driving predictable revenues, (iii) improving business (e.g.,
reinsurance and services) and geographic diversification (e.g.,
Middle East), and (iv) stable EBITDA margins.

These strengths remain partially offset by (i) a growth model
reliant on acquisitions, pressuring cash flow and leverage (free
cash flow/debt below 2%, leverage above 6x), (ii) a challenging
macroeconomic environment limiting profitability upside, and (iii)
maintained competitive pressure from global peers.

The B2 rating on the EUR1,575 million senior secured Term Loan B
and B2 rating on the EUR375 million revolving credit facility
reflect Moody's views of the probability of default of Diot-Siaci,
along with Moody's loss given default (LGD) assessment of the debt
obligations and the absence of strong covenants.

OUTLOOK

The stable outlook reflects Moody's expectations of a stable EBITDA
margin remaining above 25% going forward, and that the financial
leverage ratio should remain below 7.0x following the refinancing
and tap issuance of the Term Loan B. The outlook also reflects the
stability of the company's credit metrics within the current rating
triggers, as well as Moody's anticipations that Diot-Siaci's
external growth strategy will continue. This would possibly affect
financial leverage and increase execution risks, although somewhat
mitigated by the group's solid track-record and stable organic
growth.

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

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

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

PRINCIPAL METHODOLOGY

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

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.


DIOT-SIACI TOPCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned Diot-Siaci Group's prospective EUR1.9
billion term loan B (TLB) an expected rating of 'B+(EXP)' with a
Recovery Rating of 'RR3'. Fitch has also affirmed Diot-Siaci Topco
SAS' Long-Term Issuer Default Rating at 'B' with a Stable Outlook.
Fitch expects the new TLB to be granted to Acropole Holding SAS and
other group entities.

Fitch expects the new funds to be used to repay EUR1.35 billion of
existing debt, fund a EUR275 million shareholders distribution and
committed M&A and minority buybacks. A portion will be retained as
cash on the balance sheet for future acquisitions. The group will
also increase its revolving credit facility (RCF) to EUR375 million
from EUR232 million.

The assignment of the final rating is contingent on the completion
of the transaction and the receipt of final documents conforming to
information already received.

The new issue and use of proceeds will cause EBITDA leverage to
increase to 6.9x in 2025, before falling slightly to 6.8x by 2028
on continued EBITDA growth and remaining below the downgrade
threshold of 7.0x.

Key Rating Drivers

Acquisitions and Dividend Drive Leverage: Fitch forecasts leverage,
on completion of the refinancing, at 6.9x (pro-forma for M&A at
6.3x) in 2025, including its assumptions for further debt-funded
M&A and a EUR275 million dividend in 2025. However, Fitch expects
leverage to remain within its 5.5x-7.0x sensitivities on a
pro-forma basis. Diot-Siaci is owned by a group of strategic and
financial investors. Fitch expects its opportunistic attitude
towards M&A to prevail, despite the long-term investment approach
of some consortium members.

Fitch-defined EBITDA leverage rose to 7.0x (pro-forma 6.0x) in
2024, from 6.7x (pro-forma 6.2x) in 2023, as debt raised to fund
M&As, such as Nasco and Oasys, and to acquire minority interests
offset EBITDA growth.

Solid Organic Growth, Stable Margin: Organic revenue growth was
close to 6% in 2024, driven by market share gains, notably in the
middle market in property and casualty (P&C). Additional coverage
for clients, sometimes required by regulators, increasing premiums
due to inflation and higher war risk, alongside the development of
new products, also contributed to growth.

The company has been increasing revenue faster than the market and
Fitch expects it to continue growing in the mid-single digits to
2028. Fitch expects revenue, including contributions from M&As, to
rise at an average of 10.2% for 2026-2028. Fitch expects a
Fitch-defined EBITDA margin of 26.3% in 2025, up from 25.5% in
2024, and remaining at 25%-26% for 2025-2028.

Stable FCF and Interest Coverage: Fitch forecasts that
Fitch-defined free cash flow (FCF) margin will remain stable, in
the low-single digits, across 2025-2028, supported by earnings
growth. Diot-Siaci benefits from highly recurring revenues and
stable EBITDA margins for most of its business lines, but these are
offset by cash interest payments and IT investments. Fitch also
expects non-recurring cash outflows associated with restructuring
and transformation activities to weigh on cash generation. Fitch
anticipates that EBITDA interest coverage will average 3.0x between
2025 and 2028, due to the hedging of 89% of its TLB in 2025 and 70%
of that loan in 2026.

Improved Diversification and Scale: Fitch anticipates that
Diot-Siaci will generate 53% of its revenues in France, down from
68% in 2022, following the Nasco acquisition. Diversification is
likely to continue as it targets acquisitions of complementary
businesses, such as consulting and reinsurance, and entry into
markets with higher growth potential, such as the Middle East.
Fitch expects Nasco and Oasys to generate a combined EBITDA of
around EUR50 million in their first full year of trading. Oasys is
likely to dilute the overall EBITDA margin, given its lower-margin
consulting activities, but it should improve the breadth of
services under its health and protection/pension and savings
division.

Resilient Business Model: Insurance brokers have been resilient to
shocks, such as the Covid-19 pandemic. Economic challenges stemming
from the trade war among countries where Diot-Siaci operates could
affect its customers, notably in the shipping industry, while the
P&C and international private medical insurance (IPMI) lines should
be more insulated, leading to a limited impact on the company from
slower growth. In contrast, brokers like Diot-Siaci may benefit
from an environment where risk increases the need for tailored
insurance cover.

Underperforming Lines, Execution Risk: Diot-Siaci faced unexpected
costs on one large IPMI contract due to significantly higher
volumes than anticipated in 2024, while the acquisition of Urios
generated immaterial losses due to an unforeseen exposure to credit
risk. The IPMI contract became profitable after Diot-Siaci
renegotiated it in December 2024 and settled all overdue payments
in January 2025. However, this highlights the execution risk in
acquisitions and from expansion in new territories.

Neutral Outlook in French Market: Diot-Siaci mainly intermediates
risks in certain B2B niches of the French corporate insurance
market. Fitch sees low disintermediation risks in France, with
brokers adding value in specialised insurance. Fitch expects
improving profitability in non-life, driven by reinvestment income,
better pricing and underwriting actions to mitigate claims
inflation. Fitch expects profitability in health and life to remain
under pressure from muted premiums income growth and regulatory and
demographic changes.

Peer Analysis

Diot-Siaci is smaller than UK-based Ardonagh Group Holdings Limited
(B/Stable), which also has broader geographical diversification,
while Diot-Siaci has close to 53% of its activity concentrated in
France. Ardonagh maintains a higher leverage profile driven by
debt-funded acquisitions but does not pay any dividends. Both
Diot-Siaci and Ardonagh have made considerable acquisitions and
expanded to new countries, with margin improvements through cost
savings and revenue enhancement are key to supporting operating
performance and deleveraging.

Navacord Intermediate Holdings Inc. (B/Stable) is smaller and less
diverse than Diot-Siaci, with operations limited to Canada. Like
Diot-Siaci and Ardonagh, Navacord pursues an aggressive M&A
strategy, but it faces even higher leverage and weaker interest
coverage. In comparison, CRC Insurance Group, LLC (B/Stable) is
larger than Diot-Siaci in size and profitability, but it has high
EBITDA leverage — although this is expected to decline to the
low-7x range over 2025-2028.

Key Assumptions

- Revenue growth of 23.9% in 2025 and CAGR of 13.6% across
2024-2028, including M&A

- Fitch-defined EBITDA margin averaging 26.1% across 2025-2028

- Minority dividends to average EUR16 million a year in 2025-2028

- Working capital outflow at 2% of revenue across 2025-2028

- Capex at 6.4% of revenue between 2025 and 2028

- Bolt-on M&A, minority buyouts and annual earnout payments of
EUR250 million a year between 2026 and 2028, down from EUR300
million in 2025. Bolt-on M&A from 2025 at a conservative valuation
of 11x EBITDA

- Minority debt, which is included in Fitch-defined debt, to fall
by EUR100 million in 2025

Recovery Analysis

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

A restructuring may arise from structural market changes in France
and abroad, including declines in the technical profitability of
some business lines for insurers. This may affect commission
pricing, jeopardising Diot-Siaci's profitability.
Post-restructuring, it may be acquired by a larger company that can
transition its clients to an existing platform, or see the
discontinuation of certain business lines, reducing its scale. Its
analysis assumes a going concern EBITDA of EUR225 million,
increased from EUR200 million in its last review, including
integration of M&A and updated stress scenarios. This EBITDA
assumes corrective measures have been taken. Fitch uses a multiple
of 5.5x to calculate a post-restructuring enterprise valuation.

Its waterfall analysis generated a ranked recovery in the 'RR3'
band, after deducting 10% for administrative claims, indicating a
'B+'/'RR3' instrument rating for senior secured debt: Fitch
includes Diot-Siaci's EUR29 million super senior ranking local
facilities that are mainly borrowed within the restricted group,
according to management.

Fitch expects that the Recovery Rating will remain at 'RR3'/'B+'
following completion of the refinancing, however, the rating
headroom under the 'RR3' is now exhausted with the enlarged amount
of debt, including enlarged RCF (part-used for M&A). Further debt
increases, all else equal, is likely to lead to negative rating
action on the EUR1.9 billion TLB.

RATING SENSITIVITIES

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

- Poor delivery of synergies and additional debt-funded
acquisitions, resulting in EBITDA leverage above 7.0x on a
sustained basis

- EBITDA interest coverage below 2.5x

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

- Neutral-to-volatile FCF margin for an extended period

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

- EBITDA leverage consistently below 5.5x

- EBITDA interest coverage trending to or above 3.5x

- EBITDA margins at 25% or higher through the cycle

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

Liquidity and Debt Structure

At end-2024, Diot-Siaci had EUR190 million of cash available and
EUR231.5 million of RCF, whereof EUR35 million drawdown. The
drawdown was fully repaid in January 2025, resulting in the
facility being fully available. Fitch expects the RCF will be
increased to EUR375 million in the proposed transaction and used to
fund bolt-on acquisitions.

Liquidity will be supported by improving FCF and regular debt
add-ons. Refinancing risk is manageable, due to improving
performance, underlying deleveraging capacity, and falling interest
rates. Diot-Siaci's TLB matures in 2028, and Fitch expects the
contemplated transaction to extend it to 2032.

Issuer Profile

Diot-Siaci is a leading, medium-sized independent French B2B
insurance brokerage group active in health, protection,
international mobility, marine and P&C.

Summary of Financial Adjustments

Fitch includes liabilities created from the commitment to buy out
minority interest stakes for existing acquisitions in Fitch-defined
gross 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
   -----------         ------                 --------    -----
Acropole
Holding SAS

   senior secured   LT B+(EXP) Expected Rating   RR3

   senior secured   LT     B+  Affirmed          RR3      B+

DIOT-SIACI
BidCo SAS

   senior secured   LT     B+  Affirmed          RR3      B+

DIOT - SIACI
TopCo SAS           LT IDR B   Affirmed                   B


DIOT-SIACI TOPCO: S&P Affirms 'B' ICR on Proposed Refinancing
-------------------------------------------------------------
S&P Global Ratings affirmed its long-term 'B' issuer credit rating
on French insurance brokerage services provider Diot-Siaci TopCo
(Diot-Siaci). S&P assigned a 'B' issue credit rating and a '3'
recovery rating to Diot-Siaci's proposed term loan B, indicating
its expectation of meaningful (50%-70%; rounded estimate: 55%)
recovery in a default scenario.

S&P said, "The stable outlook indicates our view that Diot-Siaci
will continue to take advantage of favorable industry trends to
achieve solid organic and inorganic revenue growth and at least
stable margins, leading to FFO cash interest coverage of above 2.0x
and positive free operating cash flow (FOCF) in the next 12
months.

"The proposed refinancing is within our expectations for the
rating. Diot-Siaci is raising a EUR1.9 billion term loan B due July
2032."  The first drawing of EUR1.575 billion is to refinance the
EUR1.35 billion term loan B due November 2028 and the rest to
finance M&A, pay EUR10 million in transaction costs, and for
general corporate purposes. As part of the transaction, the group
will also upsize the revolving credit facility (RCF) due May 2027
to EUR375 million and extend its maturity to January 2032.

In the fourth quarter of 2025, Diot-Siaci will draw the remaining
EUR325 million for further M&A and general corporate purposes and
to fund the distribution of a EUR275 million dividend to
shareholders. The latter is subject to the closing of the
acquisition by financial sponsor Ardian and co-investors of around
a 45% equity stake in Diot-Siaci. Ardian is in exclusive
negotiations with OTPP and other minority shareholders to acquire
this stake, and signing is expected to occur in the coming weeks.

S&P said, "In our forecast, we include only the EUR1.65 billion
term loan B, as EUR250 million of the EUR1.9 billion commitment is
contingent on the closing of the equity transaction and would
otherwise be cancelled. We forecast S&P Global Ratings-adjusted
debt to EBITDA of 6.9x at year-end 2025, down from 7.8x in 2024, as
solid EBITDA growth offsets the increase in debt. We forecast
further deleveraging to 5.5x in 2026.

"We do not expect the EUR275 million debt-funded dividend
recapitalization to affect the rating on Diot-Siaci, assuming that
there will be no further changes to the capital structure that
materially weaken the group's financial risk profile. Including the
full drawing of the delayed-draw term loan, we project adjusted
debt to EBITDA of 7.8x at year-end 2025, declining to 6.2x in
2026.

"Currently, we see the influence and control of the financial
sponsors as material, since they own 45.7% of the group's share
capital and have veto rights regarding strategic decisions, such as
the annual budget or material acquisitions, which could have a
significant effect on the group's cash flow. This is
notwithstanding Mr. Christian Burrus and the management team
holding the majority of the share capital and voting rights and
deciding on most of the group's strategy and execution. Our view is
unlikely to change post-transaction.

"We understand that Ardian and the Burrus group will have joint
control of the board, with the same number of board members
appointed by the Burrus group and those appointed by Ardian having
to approve all strategic decisions. Under the new ownership, we
expect the group to continue its strategy of pursuing market
consolidation in Europe and the Middle East and to maintain the
same leverage tolerance, as evident from the proposed debt
refinancing. This leverage tolerance is commensurate with our 'B'
rating.

"We understand that Ardian's equity contribution will essentially
take the form of preference shares. We will evaluate these
instruments under our "Methodology For Assessing Financing
Contributed By Controlling Shareholders," May 15, 2025, when we
review the full documentation.

"We forecast a strong operating performance fueled by M&A. In the
first quarter of 2025, Diot-Siaci reported net sales growth of
around 20%, underpinned by the consolidation of the Nasco and Oasys
acquisitions, which closed in 2024 and accounted for about 16.5
percentage points of the growth. Organic revenue growth of 3.5%
reflected strong growth in middle market activity, new business in
the Middle East and North Africa, and the good performance of the
legacy health and protection and pensions and savings segment, even
as the market slowed down due to weak temporary employment volumes
and a weaker recovery in real estate than we expected.

"We expect total revenue growth of 30% in 2025 and 18% in 2026,
mainly driven by the full consolidation of M&A that closed in
previous years and new M&A activity. We forecast M&A investments of
about EUR300 million-EUR350 million in 2025 and 2026 (including
deferred liabilities relating to past acquisitions, that is,
earnouts, puts, and calls). The group will spend about EUR160
million in 2025 and EUR100 million in 2026 on an annualized basis.
In 2025 and 2026, we expect organic revenue growth of around 5%,
driven by supportive industry trends, both in terms of pricing and
volumes, expansion in underpenetrated markets, and cross-selling
initiatives.

"We forecast that the EBITDA margin will decline by 30-50 basis
points in 2025, from 21.8% in 2024, mainly due to the
implementation of a one-off strategic plan and M&A-related costs.
We expect that the EBITDA margin will improve to 23%-24% in 2026,
driven by lower one-off costs, the consolidation of
margin-accretive acquisitions, and synergies.

"Solid cash flow generation and cash interest coverage underpin the
rating. We forecast FOCF generation of around EUR45 million in
2025, down from EUR157 million in 2024, due to high interest costs
of EUR104 million, extraordinary capital expenditure (capex)
relating to the IT infrastructure plan, EUR16 million of working
capital outflows, and EUR10 million of transaction costs. In 2026,
we expect FOCF to increase to about EUR135 million, based on EBITDA
growth and capex declining to 5% of revenue as the investments in
platform improvements in France and the upgrade of IT tools
internationally gradually decline. We forecast FFO cash interest
coverage of close to 2.5x in 2025 and 3.0x in 2026, well within the
credit measures for our 'B' rating.

"The stable outlook indicates our view that Diot-Siaci will
continue to take advantage of favorable industry trends to report
solid organic and inorganic revenue growth and at least stable
margins, leading to FFO cash interest coverage of above 2.0x and
positive FOCF in the next 12 months."

S&P could lower the rating if:

-- The group adopted a more aggressive financial policy than we
expected, including material debt-financed acquisitions or cash
returns to shareholders.

-- FOCF turned negative on a sustained basis, or FFO cash interest
coverage reduced below 2x. This could happen if the group faced
higher integration and restructuring costs than S&P expected, or if
it experienced a significant drop in EBITDA margins due to
increased competition, higher inflationary pressure than S&P
expected, or adverse regulatory developments.

S&P could consider an upgrade if Diot-Siaci's adjusted debt to
EBITDA improved to about or below 5x, in line with a stronger
financial risk profile. A positive rating action would also depend
on the shareholders' commitment to adhering to a prudent financial
policy and maintaining debt to EBITDA at this level.


ILIAD HOLDING: S&P Withdraws 'BB' Issuer Credit Rating
------------------------------------------------------
S&P Global Ratings withdrew its 'BB' ratings on Iliad Holding SAS
and on its debt. At the same time, we assigned our 'BB' ratings to
Iliad Holding's 97.6%-owned subsidiary Holdco II SAS and its debt.

This follows an issuer substitution, whereby all debt and assets
were pushed down from Iliad Holding to Holdco II, which owns 98.6%
of France-based telecom services provider Iliad SA (BB/Positive/B).
This means all assets previously owned by Iliad Holding, including
a 50% stake in Freya Investment and a 93%-stake in Atlas (which has
a 42%-stake in Millicom) and all its debt are now on the balance
sheet of Holdco II.

As a result, Holdco II is the new top company of the Iliad Group
and the entity that will report consolidated accounts in the
future. S&P said, "This transaction has no impact on our analysis
on Iliad, including our base case and recovery analysis. Because
Iliad SA is a core subsidiary of Holdco II, we equalize our rating
on Iliad SA with our rating on Holdco II. As such, there is no
impact on our ratings on Iliad SA or on its debt. We note that,
following the change in issuer, holders of Holdco II's debt are now
closer to Iliad SA's cash flows, since the transfer of debt and
assets to Holdco II removes the layer of minority interest of 2.4%
between Iliad Holding and Holdco II. We understand that Holdco SAS
II will soon be renamed Iliad Holding SAS."




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

CTEC II GMBH: Moody's Alters Outlook on 'B2' CFR to Negative
------------------------------------------------------------
Moody's Ratings has affirmed CTEC II GmbH (CeramTec)'s B2 corporate
family rating and it's B2-PD probability of default rating. At the
same time, Moody's have affirmed the Caa1 rating on the backed
senior unsecured notes due in February 2030 issued at the level of
CTEC II GmbH, and affirmed B1 ratings on the senior secured term
loan B and the senior secured revolving credit facility (RCF) due
in February 2029 and August 2028, respectively and issued at the
level of CTEC III GmbH, a direct subsidiary of CTEC II GmbH. The
outlook changed to negative from stable for all entities.  

RATINGS RATIONALE

The rating action reflects CeramTec's operating underperformance
relative to Moody's expectations, resulting in significantly
deteriorated credit metrics. As of LTM March 2025, Moody's-adjusted
debt/EBITDA stood at approximately 8.5x, while EBITDA-to-interest
coverage was 1.7x. Free cash flow turned negative, with an
FCF-to-debt ratio of -0.4%. These figures fall well outside the
range typically associated with the current rating category.
Segment-wise, the medical division experienced a slowdown due to
prior customer overstocking following an overestimated post-COVID
rebound, compounded by delays in China's implant tender process. In
the industrial segment, performance was further impacted by
inventory imbalances and demand uncertainty linked to evolving US
trade tariffs.

Looking ahead, Moody's expects a gradual recovery in CeramTec's
performance over the next 12 to 18 months. However, the timing and
extent of this recovery remain uncertain, given the limited
visibility into the end-user stock levels, ongoing geopolitical
tensions and trade-related risks. While cost-saving initiatives and
a potential market rebound could support gradual improvement in
credit metrics, a return to levels consistent with a solid
positioning at B2 rating is unlikely before 2026. To achieve
sustained positive free cash flow under the current capital
structure, CeramTec would need to generate Moody's-adjusted EBITDA
of approximately EUR300 million—significantly above the EUR246
million recorded for the twelve months ending March 2025.

Despite these challenges, CeramTec benefits from solid liquidity,
supported by the absence of significant debt maturities until 2028.
This provides the company with a window to stabilize operations and
improve its financial profile. However, given the current weakness
in credit metrics, there is limited headroom for further
underperformance relative to Moody's expectations.

LIQUIDITY

CeramTec's liquidity is good, supported by EUR95 million cash on
balance sheet as of end March 2025 and access to a fully available
EUR250 million revolving credit facility (RCF) that is maturing in
2028. Moody's anticipates slightly negative free cash flow in 2025,
driven by lower EBITDA and increased capital expenditure related to
capacity expansion at the company's German facility. However,
Moody's-adjusted free cash flow is expected to turn positive in
2026 and 2027, reaching approximately EUR50 million annually.
Despite a sizable debt burden and high annual interest costs of
around EUR140 million, CeramTec's cash generation is projected to
recover from 2026 onward.

The RCF is subject to a springing first lien net leverage ratio
covenant set at 9.7x, tested when the facility is drawn by more
than 40%. Moody's expects CeramTec to ensure consistent compliance
with this covenant.

STRUCTURAL CONSIDERATIONS

Moody's ranks pari passu the EUR1,480 million senior secured Term
Loan B and the EUR250 million senior secured RCF, which share the
same security and are guaranteed by subsidiaries of the group
accounting for at least 80% of consolidated EBITDA. The B1 ratings
on the senior secured instruments reflect their priority position
in the group's capital structure and the benefit of loss absorption
provided by the EUR465 million senior unsecured notes rated Caa1.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects Moody's expectations that CeramTec
will continue to exhibit weak credit metrics with Moody's-adjusted
debt/EBITDA around 7.7x and break-even to slightly negative free
cash flow in 2025. The outlook may be revised to stable if CeramTec
demonstrates sustainable improvements to EBITDA growth and positive
free cash flow generation, reduced its Moody's-adjusted
debt-to-EBITDA to below 7.0x. Conversely, failure to improve credit
metrics on a sustainable basis could lead to a rating downgrade.

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

Upward rating pressure is unlikely at this point given the negative
outlook. It could build up in a longer term if CeramTec continues
to efficiently execute on its strategy of diversifying its medical
segment portfolio while delivering improvements in its operating
performance; reduces its Moody's-adjusted debt/EBITDA to below 5.0x
on a sustained basis; its Moody's-adjusted FCF/debt increases to
and is maintained in the mid to high single digit (in percentage
terms), and its EBITDA to interest expense ratio increases towards
3.0x.

Downward rating pressure could arise if the company's operating
performance continues to deteriorates further; its Moody's-adjusted
debt/EBITDA remains above 7.0x for a prolonged period; its
Moody's-adjusted EBITDA to interest expenses remains below 2.0x;
its FCF generation further weakens; if the company opts for
debt-financed acquisitions or shareholder distributions that could
impair its credit metrics, or if there's a material deviation from
the current company's financial policy of continued deleveraging.

PRINCIPAL METHODOLOGY

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

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

Based in Plochingen, Germany, CeramTec designs and manufactures
high-performance ceramic materials primarily for medical
applications (ceramic components for hip joint implants) and
industrial applications used in the automobile, electronics,
aerospace, industrial machinery, textile and construction
industries, among others. CeramTec generated consolidated revenue
of EUR703.8 million and a company reported EBITDA of EUR268 million
in the 12 months ended March 2025.

In August 2021, BC Partners Fund XI and Canada Pension Plan
Investment Board agreed to jointly acquire CeramTec from the
previous owner BC European Capital X and co-investors. The two
funds together hold the majority stake in the company (about 90%),
with management holding the balance.


HSE FINANCE: Moody's Withdraws 'Caa3' Corporate Family Rating
-------------------------------------------------------------
Moody's Ratings has withdrawn HSE Finance S.a r.l. (HSE or the
company)'s Caa3 corporate family rating, Caa3-PD/LD probability of
default rating as well as its Caa3 backed senior secured instrument
ratings. Prior to the withdrawal, the outlook was negative.

RATINGS RATIONALE

Moody's have decided to withdraw the rating(s) following a review
of the issuer's request to withdraw its rating(s).

Headquartered in Ismaning, Germany, HSE is a multichannel home
shopping operator that offers a wide range of own, exclusive and
third-party brand products on its TV platform, online, via
smartphone and tablet applications, and through smart TV. For the
last twelve months ending March 31, 2025, HSE generated revenue of
EUR619 million and Moody's adjusted EBITDA of EUR65 million. HSE
has been owned by the private-equity firm Providence Equity
Partners since 2012.  




===========
G R E E C E
===========

INTRALOT SA: Moody's Puts 'Caa1' CFR Under Review for Upgrade
-------------------------------------------------------------
Moody's Ratings has placed on review for upgrade Intralot S.A.'s
Caa1 corporate family rating and Caa1-PD probability of default
rating. Previously, the outlook was positive.                

The review follows the announcement [1] that Intralot has entered
into an agreement (the proposed transaction) to acquire Bally's
International Interactive business (BII) from Bally's Corporation
(B2, ratings under review) for an enterprise value of EUR2.7
billion. The company expects to finance the acquisition through a
mix of cash and shares considerations amounting to EUR1.530 billion
and EUR1.136 billion, respectively. Intralot has obtained
commitment for up to EUR1.6 billion bridge loan facility that is
intended, together with the expected launch of up to EUR400 million
share capital increase, to finance the EUR1.53 billion cash
consideration of the proposed transaction and refinance Intralot's
existing debt. Following the completion of the transaction, Bally's
Corporation is expected to become the majority shareholder of
Intralot and the latter is expected to remain listed on the Athens
stock exchange. The closing of the proposed transaction is subject
to customary regulatory approval and is anticipated to be completed
in the fourth quarter of 2025.

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

The rating review process will focus on the completion of the
proposed transaction, the credit quality of the combined group, the
expected refinancing of the EUR1.6 billion bridge loan facility in
the debt capital market, and the expected EUR400 million share
capital increase. The review will also focus on the reimbursement
of the existing Intralot's debt in particular in the context of a
significant portion of this debt coming due within less than 12
months, in January 2026 and in July 2026, the terms and conditions
of the ultimate debt instruments and on the evolution of Bally's
Corporation credit quality. Upon conclusion of the review for
upgrade, Intralot's corporate family rating could be upgraded by
one or more notches.

Pro forma for the proposed transaction, Intralot's credit profile
will benefit from a significant increase in scale and the
contribution from BII's established position in the UK online
gaming market. Moody's also expects the company to benefit from
broader products and services diversification across the gaming
sector with presence across business-to-consumer (B2C) and
business-to-business (B2B) segments. Furthermore, Moody's
anticipates that the proposed transaction will be accretive to
margins and to free cash flow generation, enhancing the
deleveraging capacity of the company.

At the same time, Moody's anticipates some geographical
concentration in the UK, which will account for approximately 60%
of the group pro forma revenue. The merger with BII also introduces
execution and integration risks. In addition, Intralot will
continue to be exposed to contracts renewal risks, because of the
significance of certain key contracts, as well as regulatory and
fiscal risks inherent to the gaming industry, particularly in the
UK, where the regulatory changes associated with the Gambling Act
review and potential changes in gaming taxation present additional
challenges.

Intralot's current Caa1 CFR reflects refinancing risk because of
debt maturities coming due in the next 12 months and the exposure
to significant contract renewals, some of which expire in 2027.

Prior to the review process, Moody's indicated that Intralot's
ratings could be upgraded if (i) the company successfully addresses
the refinancing risk associated with its debt maturities coming due
in 2026; (ii) its Moody's-adjusted gross leverage remains well
below 6.0x on a sustained basis; or (iii) its Moody's-adjusted FCF
remains positive across both the US and the non-US perimeters on a
sustained basis.

Prior to the review process, Moody's indicated negative pressure on
the ratings could arise if: (i) the company's liquidity weakens;
(ii) there are uncertainties surrounding the sustainability of its
capital structure and there is a risk of debt restructuring; or
(iii) its operating performance deteriorates.

LIQUIDITY

As of, Intralot's liquidity remains weak because of the upcoming
maturity of the EUR90 million syndicated bond loan in January 2026
and of the $195 million US term loan in July 2026 (outstanding
amounts as of the end of April 2025).

Intralot's liquidity is supported by around EUR104 million of cash
as of the end of March 2025 and a fully undrawn $50 million
revolving credit facility (RCF) at Intralot, Inc. (US business)
maturing in July 2026. Part of the company's EUR104 million cash
balance is restricted under the syndicated bond loan's deposit
account and the retail bond's debt service reserve account for a
total combined amount of around EUR28 million as of March 2025.

Intralot is subject to maintenance financial covenants under its US
term loan (ratios based on the US perimeter), as well as under its
syndicated bond loan and retail bond (ratio on a consolidated
basis). Additionally, the upstreaming of cash from the US business
is allowed by the US term loan documentation, subject to lock-up
covenants. Moody's expects financial covenants to be met.

PRINCIPAL METHODOLOGY

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

Intralot's Caa1 CFR is three notches below the scorecard-indicated
outcome of B1. This reflects the refinancing risk and the weak
liquidity of the company, which are both related to the upcoming
debt maturities.

COMPANY PROFILE

Headquartered in Athens, Intralot is a global supplier of
integrated gaming systems and services. The company designs,
develops, operates and supports customised software and hardware
for the gaming industry, and provides technology and services to
state and state-licensed lottery and gaming organisations
worldwide. It operates a diversified portfolio across 40
jurisdictions. In 2024, the company reported consolidated revenue
of EUR376 million and consolidated company-adjusted EBITDA of
EUR130.7 million.




=============
H U N G A R Y
=============

WIZZ AIR: Fitch Lowers LongTerm IDR to 'BB', Outlook Stable
-----------------------------------------------------------
Fitch Ratings has downgraded Wizz Air Holdings Plc's Long-Term
Issuer Default Rating (IDR) and senior unsecured rating to 'BB',
from 'BB+'. The Outlook on the IDR is Stable. The Recovery Rating
on the senior unsecured notes is 'RR4'.

The downgrade reflects weaker-than-expected operating performance
in the financial year to end-March 2025 (FY25) and expectations of
persistent high maintenance and depreciation costs related to the
Pratt & Whitney (P&W) engine groundings, resulting in leverage and
coverage metrics inconsistent with a 'BB+' rating. Fitch-defined
EBITDAR net leverage, the key ratio Fitch monitors together with
EBITDAR fixed-charge coverage, was 4.4x in FY25 and Fitch expects
it to gradually fall to 3.3x in FY27, consistent with a 'BB' rating
(negative sensitivity at 3.7x).

Wizz is implementing strategic actions to optimise operations and
improve profitability. Along with the gradual unwinding of the
airline's P&W parked fleet, this should support an improvement in
the credit profile.

Key Rating Drivers

Performance Below Expectations: Wizz's FY25 results were weaker
than its expectations, with revenue of EUR5.3 billion (+4% year on
year), below the EUR5.5 billion forecast and its assumptions. Fleet
groundings affected nearly all operating cost categories, with the
overall effect exceeding the financial compensation it received
from P&W and putting pressure on profitability. Fitch-defined
EBITDAR, excluding sale & leasebacks gains and one-off costs for
wet leases, was EUR1.1 billion, shy of last year's projection of
EUR1.4 billion. This caused higher than anticipated EBITDAR net
leverage, at 4.4x (3.7x in the previous rating case).

Slower Deleveraging: Its revised assumptions for EBITDAR growth,
which is under pressure from higher-than-expected operating costs
and P&W-related groundings, together with rising lease debt,
affects the pace of deleveraging. Fitch forecasts that
Fitch-defined EBITDAR net leverage will decrease to 3.9x in FY26
(still above the sensitivity) and 3.3x in FY27, when the company
will be more comfortably placed at 'BB'. Further deleveraging will
depend on the gradual resolution of the P&W groundings, a focus on
profitability and supportive sector conditions.

Net Debt Increase Moderates: After a sharp increase between FY22
and FY24, Fitch expects net adjusted debt to remain stable in the
range of EUR5.0 billion-5.8 billion in FY25-FY28. The expected
increase in lease debt is partially offset by its expectation of
positive free cash flow (FCF) in the range of EUR0.2 billion-0.3
billion a year and sizeable cash-in from sale and leasebacks
activity, which Fitch classifies below FCF. Management is committed
to controlling net adjusted debt, reviewing capex if necessary,
while deleveraging will largely depend on EBITDAR growth.

High Ex-fuel Costs to Persist: In FY25, Cost per Available Seat
Kilometers (CASK) increased by 11% and ex-fuel CASK by 20% year on
year, primarily driven by higher maintenance and depreciation costs
due to grounded aircraft and end-of-lease expenses. Fitch expects
cost pressures to ease in FY26, supported by a favourable fuel
trend, but maintenance and depreciation will stay relatively high,
peaking as older aircraft are retired and new planes and engines
enter operations. Fitch expects the CASK trend to improve over the
medium term as capacity rises.

ASK Growth Resumes; Robust Demand: Fitch assumes ASK increases will
reach about 19% in FY26, before declining, which, coupled with
increasing demand and high load factors, will support revenue
growth. However, Fitch forecasts lower passenger yields, offset by
a slight increase in ancillary services yield, the announced
network restructuring and capacity reallocation from Middle East.
Fitch assumes Revenue per Available Seat Kilometers (RASK) will
modestly improve compared with FY25.

Updated Strategy Focuses on Profitability: Wizz is restructuring
operations to improve margins, focusing on increasing its presence
in established markets, prioritising more profitable and lower-cost
routes, and phasing out high-cost or marginal routes. The change in
strategy and concurrent shift to the more efficient A321neo
aircraft and Advantage engines should improve margins, as grounded
aircraft return to operations. The targeted profitability
improvement will also depend on the resolution of the P&W issue and
supportive environment, both outside the company's control.

Revised Fleet Plan: Wizz's revised delivery plan with Airbus has
reduced scheduled deliveries by 75 aircraft by FY28 compared with
previous plans, aligning more closely with market demand and
enabling smoother reintegration of grounded aircraft. The fleet is
expected to reach 305 aircraft (380 previously) in FY28, from 231
at end-FY25 (of which 42 were grounded). The company is also
reassessing its strategy on the A321XLR (extra-long range) fleet,
for which several deliveries could be converted into neo aircraft.
This as positive for the credit risk profile, as it allows the
company more balanced growth as it continues to face operational
challenges.

Weaker Coverage Metrics: The EBITDAR fixed-charge coverage was 1.3x
in FY25, in line with the negative sensitivity for the rating.
Fitch expects the ratio to improve to 1.4x in FY27, and to 1.6x by
FY28, when Fitch expects Fitch- defined EBITDAR to marginally
exceed EUR2 billion.

Peer Analysis

As an ultra-low-cost carrier, Wizz has had a very strong cost
position, comparable with Ryanair Holdings plc (BBB+/Stable) and
Pegasus Hava Tasimaciligi A.S. (BB-/Positive). The company has been
penalised by the P&W engine issue, but has the potential to recover
its highly efficient structure over the medium term. It has a
leading market position in the central and eastern European market,
which has solid growth potential. The airline operates on a smaller
scale than Ryanair and Southwest Airlines Co. (BBB+/Negative) but
is larger than Pegasus.

Wizz has developed a large airport, country and route footprint, on
a par with larger peers. The company also intends to maintain high
growth through new aircraft deliveries, although its development
has been challenged, mostly by external factors. Wizz's business
and financial profile combination is materially weaker than Ryanair
or Southwest.

Key Assumptions

- Available seat kilometres increasing by 19.3% in FY26, 18.6% in
FY27 and 13.5% in FY28

- Load factor at 93.2% in FY26, 92% for FY27 and 92% for FY28

- Oil price of USD70/bbl in 2025 and thereafter

- Fitch-defined EBITDAR margin at an average 21.8% in FY26-FY28

- Capex (inclusive of pre-delivery payments) of about EUR1.7
billion in FY26-FY28

- Growth of gross lease equivalent debt to about EUR9 billion in
FY28

- No dividends between FY26 and FY28

RATING SENSITIVITIES

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

- EBITDAR net leverage above 3.7x and EBITDAR gross leverage above
4.7x, both on a sustained basis

- EBITDAR fixed-charge coverage below 1.3x on a sustained basis

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

- EBITDAR net leverage below 3.0x and EBITDAR gross leverage below
4.0x, both on a sustained basis

- EBITDAR fixed-charge coverage above 1.5x on a sustained basis

- EBITDAR margin above 20% a sustained basis

Liquidity and Debt Structure

Wizz has a strong liquidity position. Its large unrestricted cash
position of EUR1.7 billion (including EUR1 billion of short-term
cash deposits) at end-FY25 (about 30% of FY25 revenue), coupled
with its consistently positive forecast FCF generation from FY25
will be sufficient to cover debt maturities until FY28, including a
EUR500 million bond maturing in FY26 and EUR284.7 million Emission
Trading Scheme financing maturing in FY26, expected to be extended
to end FY27.

Issuer Profile

Wizz is an ultra-low-cost carrier in central and eastern Europe
with 231 aircraft (A320/A321) at end-FY2525 and an average fleet
age of 4.6 years.

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
   -----------                ------         --------   -----
Wizz Air Holdings Plc   LT IDR BB Downgrade             BB+
                        ST IDR B  Affirmed              B

   senior unsecured     LT     BB Downgrade    RR4      BB+

Wizz Air Finance
Company B.V.

   senior unsecured     LT     BB Downgrade    RR4      BB+




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

BLACKROCK EUROPEAN VII: Moody's Affirms B2 Rating on Class F Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by BlackRock European CLO VII Designated Activity Company:

EUR7,000,000 Class C-1-R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa1 (sf); previously on Mar 12, 2024
Upgraded to Aa3 (sf)

EUR20,000,000 Class C-2-R Senior Secured Deferrable Fixed Rate
Notes due 2031, Upgraded to Aa1 (sf); previously on Mar 12, 2024
Upgraded to Aa3 (sf)

EUR23,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A3 (sf); previously on Mar 12, 2024
Upgraded to Baa1 (sf)

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

EUR240,000,000 (Current outstanding amount EUR149,669,414) Class
A-R Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Mar 12, 2024 Affirmed Aaa (sf)

EUR30,000,000 Class B-1-R Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Mar 12, 2024 Upgraded to Aaa
(sf)

EUR18,000,000 Class B-2-R Senior Secured Fixed Rate Notes due
2031, Affirmed Aaa (sf); previously on Mar 12, 2024 Upgraded to Aaa
(sf)

EUR22,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Mar 12, 2024
Affirmed Ba2 (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B2 (sf); previously on Mar 12, 2024
Affirmed B2 (sf)

BlackRock European CLO VII Designated Activity Company, issued in
December 2018 and subsequently refinanced in March 2021, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured/mezzanine European loans. The
portfolio is managed by Blackrock Investment Management (UK)
Limited. The transaction's reinvestment period ended in July 2023.

RATINGS RATIONALE

The rating upgrades on the Class C-1-R, Class C-2-R and Class D-R
notes are primarily a result of the deleveraging of the Class A-R
notes following amortisation of the underlying portfolio since the
last review in October 2024.

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

The Class A-R notes have paid down by approximately EUR71.3 million
(29.7%) since the last review in October 2024 and EUR90.33 million
(37.6%) since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased across the capital
structure. According to the trustee report dated June 2025[1] the
Class A/B, Class C, Class D, Class E and Class F OC ratios are
reported at 152.57%, 134.24%, 121.77%, 111.84% and 107.07% compared
to September 2024[2] levels of 139.92%, 127.15%, 117.98%, 110.37%
and 106.62%, respectively.

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

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

Performing par and principal proceeds balance: EUR299.8m

Defaulted Securities: EUR4.7m

Diversity Score: 47

Weighted Average Rating Factor (WARF): 2897

Weighted Average Life (WAL): 3.59 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.72%

Weighted Average Coupon (WAC): 3.99%

Weighted Average Recovery Rate (WARR): 42.8%

Par haircut in OC tests and interest diversion test: 0%

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Structured Finance Counterparty Risks" published in
May 2025. Moody's concluded the ratings of the notes are not
constrained by these risks.

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

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

Additional uncertainty about performance is due to the following:

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

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

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


CARLYLE EURO 2025-1: S&P Assigns B-(sf) Rating on Class E Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to the class, A-1,
A-2, B, C, D, and E notes issued by Carlyle Euro CLO 2025-1 DAC.
The issuer also issued unrated subordinated notes.

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

The portfolio's reinvestment period will end approximately 2.1
years after closing and the noncall period will end one year after
closing.

The ratings reflect S&P's assessment of:

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

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

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

-- The transaction's legal structure, which 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    2,860.89
  Default rate dispersion                                 365.29
  Weighted-average life (years)                             4.68
  Weighted-average life extended to cover
  the length of the reinvestment period (years)             4.68
  Obligor diversity measure                               132.04
  Industry diversity measure                               21.37
  Regional diversity measure                                1.27

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           0.00
  Actual 'AAA' weighted-average recovery (%)               35.74
  Actual weighted-average coupon (%)                        4.43
  Actual weighted-average spread (%)                        3.75

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 have conducted our credit and
cash flow analysis by applying our criteria for corporate cash flow
CDOs.

"In our cash flow analysis, we used the EUR500 million target par
amount, the actual weighted-average spread (3.75%), the covenanted
weighted-average coupon (4.50%), and the actual weighted-average
recovery rate at all rating levels in line with our CLO criteria.
We applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.

"Our credit and cash flow analysis show that the class A-2, B, and
C, notes benefit from break-even default rate and scenario default
rate cushions that we would typically consider to be in line with
higher ratings than those assigned. However, as the CLO is still in
its reinvestment phase, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings on these
classes of notes. The class A-1, and D notes can withstand stresses
commensurate with the assigned ratings.

"For the class E notes, our credit and cash flow analysis indicate
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 E notes reflects several key
factors, including:

-- The class E notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has 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 19.24% (for a portfolio with a weighted-average
life of 4.68 years and a reinvestment period of 2.1 years), versus
if we were to consider a long-term sustainable default rate of 3.1%
for 4.68 years, which would result in a target default rate of
14.51%.

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

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

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

S&P said, "Until the end of the reinvestment period on Aug. 15,
2027, the collateral manager may substitute assets in the portfolio
for so long as S&P's CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating and compares
that with the default potential of the current portfolio plus par
losses to date. As a result, until the end of the reinvestment
period, the collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.

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

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

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

"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 to E 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 to D 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 E notes."

Environmental, social, and governance

S&P regards the exposure to environmental, social, and governance
(ESG) credit factors in the transaction as being broadly in line
with its benchmark for the sector. Primarily due to the diversity
of the assets within CLOs, the exposure to environmental credit
factors is viewed as below average, social credit factors are below
average, and governance credit factors are average.

For this transaction, the documents prohibit assets from being
related to certain activities. Accordingly, since the exclusion of
assets from these industries does not result in material
differences between the transaction and S&P's ESG benchmark for the
sector, no specific adjustments have been made in S&P's rating
analysis to account for any ESG-related risks or opportunities.

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds and is managed by Carlyle CLO Management
Europe LLC.

  Ratings

                     Amount                            Credit
  Class   Rating*   (mil. EUR)    Interest rate§   enhancement
(%)

  A-1     AAA (sf)    310.00    Three-month EURIBOR     38.00
                                plus 1.21%

  A-2     AA (sf)      55.00    Three-month EURIBOR     27.00
                                plus 1.85%

  B       A (sf)       30.00   Three-month EURIBOR      21.00
                                plus 2.10%

  C       BBB- (sf)    35.00   Three-month EURIBOR      14.00
                                plus 3.00%

  D       BB- (sf)     21.70   Three-month EURIBOR       9.66
                                plus 5.20%

  E       B- (sf)      15.80   Three-month EURIBOR       6.50
                                plus 8.10%

  Sub     NR           40.90   N/A                        N/A

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

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


CVC CORDATUS XXXVI: Fitch Assigns 'B-(EXP)sf' Rating on Cl. F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned CVC Cordatus Loan Fund XXXVI DAC notes
expected ratings.

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

   Entity/Debt          Rating           
   -----------          ------           
CVC Cordatus Loan
Fund XXXVI DAC

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

Transaction Summary

CVC Cordatus Loan Fund XXXVI DAC is a securitisation of mainly (at
least 90%) senior secured obligations with a component of senior
unsecured, mezzanine, second lien loans and high-yield bonds. Note
proceeds have been used to fund the identified portfolio with a
target par of EUR400 million, to close the warehouse arrangements
and to pay issuance expenses.

The portfolio is actively managed by CVC Credit Partners Investment
Management Limited. The CLO has an about 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-weighted
average rating factor of the identified portfolio is 25.0.

High Recovery Expectations (Positive): At least 96% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second lien, unsecured and mezzanine assets. The Fitch-weighted
average recovery rate of the identified portfolio is 60.4%.

Diversified Portfolio (Positive): The transaction includes various
portfolio concentration limits, including a fixed-rate obligation
limit at 10.0%, a top 10 obligor concentration limit of 20% and a
maximum exposure to the three largest Fitch-defined industries of
40%. These covenants ensure the asset portfolio is not exposed to
excessive concentration.

Portfolio Management (Neutral): The 4.6-year reinvestment period
includes criteria common to other European CLOs. Fitch's analysis
is based on a stress portfolio aimed at testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Positive): The WAL for the Fitch stress
portfolio is 12 months shorter than the WAL covenant. This is to
account for strict reinvestment conditions envisaged by the
transaction after its reinvestment period, which include coverage
test satisfaction and the Fitch 'CCC' bucket limitation test after
reinvestment and a WAL covenant that gradually steps down, both
during and after the reinvestment period. Fitch believes these
conditions 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 (DR) across all ratings and
a 25% decrease of the recovery rate (RR) of the identified
portfolio across all ratings would not impact the class A notes and
would lead to downgrades of two notches for the class B notes, one
notch for the class C to E notes and to below 'B-sf' for the class
F notes.

Downgrades are based on the identified portfolio. They may occur if
the loss expectation is larger than initially assumed, due to
unexpectedly high levels of default and portfolio deterioration.
Due to the better metrics and shorter life of the identified
portfolio than the Fitch-stressed portfolio, the notes each display
a rating cushion of up to two notches.

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

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

A 25% reduction of the mean DR across all ratings and a 25%
increase in the RR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to three notches for the
class B to F notes

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

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

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

DATA ADEQUACY

CVC Cordatus Loan Fund XXXVI DAC

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for CVC Cordatus Loan
Fund XXXVI 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.


LUSITANO MORTGAGES 5: Moody's Ups Rating on EUR28MM D Notes to B3
-----------------------------------------------------------------
Moody's Ratings has upgraded the ratings of 5 notes in Lusitano
Mortgages No. 4 plc ("Lusitano 4"), Lusitano Mortgages No. 5 plc
("Lusitano 5") and Lusitano Mortgages No. 6 Designated Activity
Company ("Lusitano 6"). The rating action reflects better than
expected collateral performance and the increased levels of credit
enhancement for the affected notes. Moody's affirmed the ratings of
the notes that had sufficient credit enhancement to maintain their
current ratings.

Issuer: Lusitano Mortgages No. 4 plc

EUR1134M Class A Notes, Affirmed Aaa (sf); previously on Oct 7,
2024 Affirmed Aaa (sf)

EUR22.8M Class B Notes, Affirmed Aaa (sf); previously on Oct 7,
2024 Affirmed Aaa (sf)

EUR19.2M Class C Notes, Upgraded to Aa1 (sf); previously on Oct 7,
2024 Upgraded to Aa2 (sf)

EUR24M Class D Notes, Affirmed Ba2 (sf); previously on Oct 7, 2024
Upgraded to Ba2 (sf)

Issuer: Lusitano Mortgages No. 5 plc

EUR1323M Class A Notes, Affirmed Aaa (sf); previously on Nov 23,
2023 Upgraded to Aaa (sf)

EUR26.6M Class B Notes, Upgraded to Aaa (sf); previously on Nov
23, 2023 Upgraded to Aa1 (sf)

EUR22.4M Class C Notes, Upgraded to Aa3 (sf); previously on Nov
23, 2023 Upgraded to Baa1 (sf)

EUR28M Class D Notes, Upgraded to B3 (sf); previously on Nov 23,
2023 Affirmed Caa2 (sf)

Issuer: Lusitano Mortgages No. 6 Designated Activity Company

EUR943.3M Class A Notes, Affirmed Aaa (sf); previously on Oct 7,
2024 Affirmed Aaa (sf)

EUR65.5M Class B Notes, Affirmed Aaa (sf); previously on Oct 7,
2024 Affirmed Aaa (sf)

EUR41.8M Class  C Notes, Affirmed Aaa (sf); previously on Oct 7,
2024 Upgraded to Aaa (sf)

EUR17.6M Class D Notes, Upgraded to Aa2 (sf); previously on Oct 7,
2024 Upgraded to Baa3 (sf)

RATINGS RATIONALE

The rating action is prompted by decreased key collateral
assumptions, namely the portfolio Expected Loss (EL) and MILAN
Stressed Loss assumptions, due to better than expected collateral
performance and an increase in credit enhancement for the affected
tranches.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed Moody's lifetime
loss expectation for the portfolio reflecting the collateral
performance to date.

The performance of the transactions has continued to improve since
the last rating action. 90 days plus arrears currently stand at
0.20%, 0.52% and 0.24% of current pool balance for Lusitano 4,
Lusitano 5 and Lusitano 6, respectively, showing a stable trend at
low levels over the past year. Cumulative defaults stand at 7.43%,
9.14% and 11.71% of original pool balance for Lusitano 4, Lusitano
5 and Lusitano 6, respectively, largely unchanged compared to 1
year ago.

Moody's decreased the expected loss assumption to 1.20%, 2.00% and
1.75% as a percentage of current pool balance for Lusitano 4,
Lusitano 5 and Lusitano 6, respectively, due to the
better-than-expected collateral performance. The revised expected
loss assumption corresponds to 2.74%, 3.92% and 4.99% as a
percentage of original pool balance, down from 2.85%, 5.03% and
5.27%, respectively.

Moody's reassessed loan-by-loan information to estimate the loss
Moody's expects the portfolio to incur in a severe economic stress.
As a result, Moody's have reduced the MILAN Stressed Loss
assumption to 5.50%, 6.80% and 6.20%, from 7.00%, 10.10% and 8.40%
for Lusitano 4, Lusitano 5 and Lusitano 6, respectively.

Increase in Available Credit Enhancement

Lusitano Mortgages No. 4 plc

A non-amortizing reserve fund and loan repurchases of 1.6% of
original pool balance in the Q1-2025 payment date led to the
increase in credit enhancement available for this transaction. For
instance, the credit enhancement for the Class C Notes, the most
senior tranche affected by the rating action, increased to 10.33%
from 9.31% since the last rating action.

This transaction is currently amortizing the notes' principal
amounts on a pro-rata basis. Given the only effective trigger for a
switch to sequential amortization is the condition that the reserve
fund is not fully funded, Moody's expects the pro-rata amortization
to continue for the foreseeable future. This means that the
increase in credit enhancement for all the notes will derive from
the reserve fund increasing as a percentage of the pool balance.

Lusitano Mortgages No. 5 plc

A non-amortizing reserve fund and loan repurchases of 2.1% of
original pool balance in the Q1-2025 payment date led to the
increase in credit enhancement available for this transaction. For
instance, the credit enhancement for the Class B Notes, the most
senior tranche affected by the rating action, increased to 15.63%
from 14.80% since the last rating action.

This transaction is currently amortizing pro-rata subject to two
conditions: (1) the reserve fund being at the required balance and
(2) the pool factor being above 10%. Moody's expects the pro-rata
amortization to continue until the pool factor trigger is breached.
At this point the increase in credit enhancement will accelerate
for Classes A to C.

Lusitano Mortgages No. 6 Designated Activity Company

Sequential amortization, an increasing amount available in the
reserve fund and loan repurchases of 2.8% of original pool balance
in the Q1-2025 payment date have led to the increase of credit
enhancement available for this transaction. The total credit
enhancement available for the Class D Notes affected by the rating
action increased to 19.82% from 15.80% since the last rating
action.

Moody's expects the transaction to continue repaying the notes
based on a sequential allocation of principal given that, for
pro-rata amortization to resume, the reserve fund needs to be at
the target amount before the sum of Classes A to E represent less
than 10% of their original balance. With the current amortization
profile and excess spread, Moody's consider pro-rata amortization
to resume as unlikely.

The interest deferral trigger that allows interest on the Class D
Notes to be subordinated below the items in the interest waterfall
covered by the liquidity facility is not expected to be breached,
given the good performance so far, and interest payments on both
classes have always been paid timely. Moody's analysis considered
the very low likelihood of prolonged interest shortfalls on these
notes in future.

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations" published in October 2024.

The analysis undertaken by us at the initial assignment of ratings
for RMBS securities may focus on aspects that become less relevant
or typically remain unchanged during the surveillance stage.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement and (3) improvements in the credit quality of
the transaction counterparties.

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


OCEAN BOSPHORUS VIII: Fitch Assigns 'B-(EXP)sf' Rating on F-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Cross Ocean Bosphorus CLO VIII DAC
expected ratings.

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

   Entity/Debt               Rating           
   -----------               ------           
Cross Ocean Bosphorus
CLO VIII DAC

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

Transaction Summary

Cross Ocean Bosphorus CLO VIII DAC is a securitisation of mainly
(at least 90%) senior secured obligations with a component of
senior unsecured, mezzanine, second-lien loans and high-yield
bonds. Note proceeds will be used to redeem the existing notes
except the subordinated notes and to fund the portfolio with a
target par of EUR350 million. The portfolio will be actively
managed by Cross Ocean Adviser LLP and the CLO has a reinvestment
period of five years and a nine-year weighted average life (WAL)
test covenant.

KEY RATING DRIVERS

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

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 63.0%.

Diversified Portfolio (Positive): The transaction includes three
Fitch test matrices, one of which is effective at closing. The
closing matrix corresponds to a top 10 obligor concentration limit
of 20%, fixed-rate obligation limits at 5%, and a nine-year WAL
covenant. It has two forward matrices corresponding to the same top
10 obligors and fixed-rate asset limits, one with an 8-year WAL
test covenant and the other with at 7.5 years.

The forward matrices will be effective 12 months and 18 months,
respectively, after closing, provided the aggregate collateral
balance (defaults at Fitch-calculated collateral value) is at least
at the reinvestment target par balance, among other conditions. The
transaction also includes various concentration limits, including
maximum exposure to the three largest Fitch-defined industries in
the portfolio at 40%. These covenants ensure that the asset
portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a five-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's 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 test covenant, to account for structural and
reinvestment conditions after the reinvestment period. These
include the over-collateralisation tests and Fitch's 'CCC'
limitation after reinvestment. In Fitch's opinion, these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.

RATING SENSITIVITIES

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

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

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B-R to F-R notes have
two-notch cushions, and the class A-R 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 class A-R to D-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 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' rated 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 transaction's
remaining life. After the end of the reinvestment period, upgrades
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread available to
cover losses in the remaining portfolio.

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

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

DATA ADEQUACY

Cross Ocean Bosphorus CLO VIII 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.

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

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 Cross Ocean
Bosphorus CLO VIII 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.


TAURUS 2021-3 DEU: Moody's Cuts Rating on Class C Notes to B3
-------------------------------------------------------------
Moody's Ratings has downgraded the ratings of five classes of Notes
and affirmed the rating of one class of notes issued by Taurus
2021-3 DEU DAC:

EUR227M Class A Notes, Downgraded to A2 (sf); previously on Jul
29, 2024 Downgraded to Aa2 (sf)

EUR85M Class B Notes, Downgraded to Ba2 (sf); previously on Jul
29, 2024 Downgraded to Baa2 (sf)

EUR57M Class C Notes, Downgraded to B3 (sf); previously on Jul 29,
2024 Downgraded to Ba3 (sf)

EUR62M Class D Notes, Downgraded to Caa2 (sf); previously on Jul
29, 2024 Downgraded to B3 (sf)

EUR59M Class E Notes, Downgraded to Caa3 (sf); previously on Jul
29, 2024 Downgraded to Caa2 (sf)

EUR23M Class F Notes, Affirmed Caa3 (sf); previously on Jul 29,
2024 Downgraded to Caa3 (sf)

RATINGS RATIONALE

The rating action reflects the re-assessment of the expected loss
of the underlying loan.

Moody's reassessments of the underlying property value is due to
the weaker tenancy profile following the announcement that the
dominant tenant, KPMG, will be relocating from the subject to the
city center when its lease expires in December 2028.

The updated loan to value (LTV) ratio is 131.0% based on Moody's
values of EUR389.7 million. This compares with Moody's LTV of
102.4% on a value of EUR518.5 million when Moody's last downgraded
the transaction in July 2024. Moody's also considered ratios that
account for the trapping of excess cash flow, among other factors.

The office and retail component of the property has exhibited weak
performance as indicated by vacancy which increased from 5.7% at
issuance to about 26% per the latest rent roll. In addition,
Moody's notes that the largest tenant, KPMG has recently announced
that they are relocating from the subject property to the city
center. KPMG has a lease expiration date in December 2028 and it
accounts for about 59% of rental income excluding hotel. Moody's
estimates that KPMG accounts for about 42% of total gross property
income including the hotel portion.

Prospects for replacing KPMG are challenged by the property's
location at Frankfurt Airport, specifically in the Airport/Gateway
Gardens submarket which has a significant amount of newly built
space that is ready for occupancy. Tenants currently favour prime
office space in central locations, or newly built offices with
modern amenities and good access to public transportation. Given
the property's location, outdated amenities, and market conditions,
it will be difficult for it to attract or retain tenants without
offering significant concessions.

DEAL PERFORMANCE

Taurus 2021-3 DEU DAC is a true sale transaction backed by two
loans together currently totaling EUR510.54 million. The largest
loan is secured by the Squaire, a mixed-use office and hotel
property connected to Frankfurt International Airport Terminal 1.
The smaller loan is secured by the corresponding parking complex.

Since Moody's last downgraded the deal in July 2024, the borrower
requested a one-year extension beyond the loan's original,
fully-extended maturity date on December 20, 2024 to December 19,
2025. The servicer approved the extension subject to certain
amendments and conditions, such as: i) payment of a one-off
extension fee; ii) the provision of interest rate hedging as
required under the loan agreement; iii) the funding of EUR16.0
million of reserves, such as the Tax Reserve and Extension Reserve,
which will be made available to fund specified items; and iv) after
reserves have been fully funded, the trapping of excess cash flow
after debt service to repay the loan amount. The trapping of excess
cash flow has been applied to the loan's principal balance, which
has been reduced by about EUR20 million over the past 12 months.
Other than the paydown in debt, the transaction has exhibited very
stable performance over the past 12 months, with no material
changes to the hotel or office performance. The decline in market
LTV from 70.1% to 67.5% as of June 2025 is entirely due to
principal repayment since an updated valuation report was not
available as of this publication date.

According to an office market report by JLL, the property's Airport
submarket recorded a vacancy rate of 26%, which is the highest
vacancy rate among all of Frankfurt's office submarkets. New supply
of office space, mostly built on a speculative basis, continues to
weigh on the market. Nonetheless, Frankfurt's overall vacancy rate
has stabilised at 10% as of the first quarter of 2025, according to
CBRE Research, while prime yields have stabilised at 5.1%.

The property's Hilton and Hilton Garden Inn hotels continued to
generate average annual occupancy rates of 77% and 83%,
respectively during 2024, while overall revenues should benefit
going forward after the light upgrade of Hilton Garden Inn's rooms
and a comprehensive upgrade of all food and beverage outlets, which
is expected to be completed in 2025.

Moody's combined property value of EUR389.7 million is 48.5% below
the most recent appraised value of EUR756.9 million and 25% below
Moody's prior valuation when Moody's last downgraded the
transaction in July 2024. Moody's valuations is based on a
stabilized net cash flow of EUR27.1 million, which is 25% below the
latest reported cash flow of EUR36.0 million.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "EMEA
Commercial Mortgage-backed Securitisations" published in June
2025.

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

Main factors or circumstances that could lead to an upgrade of the
ratings are generally (i) significant leasing of the vacant office
and retail space resulting in an increase in property value or (ii)
clear evidence for planned repayment of the loan.

Main factors or circumstances that could lead to a downgrade of the
ratings are (i) a decline in the borrower's cash flow or (ii) a
further decline in property value due to unfavorable market
conditions or (iii) an increase in default risk due to lack of
clarity about the refinancing plans.


UZPROMSTROYBANK: S&P Affirms 'BB-/B' ICRs, Outlook Stable
---------------------------------------------------------
S&P Global Ratings said it thinks that Uzbekistan-based Uzbek
Industrial and Construction Bank Joint-Stock Commercial Bank
(Uzpromstroybank) will work on its problem loans and improving its
credit risk management, and as a result its asset quality
indicators that deteriorated in 2024 will gradually improve and
will remain in line with those of domestic peers.

S&P expects that cautious lending growth coupled with the bank's
efforts to improve its profitability and capitalization of profits
will strengthen its capital base.

Therefore, S&P affirmed its 'BB-/B' ratings and stable outlook on
Uzpromstroybank.

Therefore, S&P its 'BB-/B' long- and short-term issuer credit
ratings on Uzpromstroybank; the outlook remains stable.

The bank's key asset-quality metrics deteriorated in 2024, despite
an overall supportive macroeconomic environment. S&P said,
"Contrary to our previous expectations, Uzpromstroybank reported an
increase in problem loans (stage 3 loans under International
Financial Reporting Standards) to 5.9% of total loans by
end-December 2024, from 4.8% a year previously. Within the same
period, stage 2 loans increased to 27.1% of total loans from 15.8%.
We expect Uzpromstroybank will continue to work out its problem
loans, improving its underwriting standards and credit risk
management. As a result, we anticipate that its nonperforming
assets will gradually improve to about 5.5%-6.0% of total loans in
2025, in line with our systemwide forecasts."

S&P said, "In our view, the bank's volatile asset quality reflects
its focus on corporate lending and high single-name concentrations
(as of Dec. 31, 2024, Uzpromstroybank's exposure to the top 20
corporate borrowers accounted for a still-high 33.4% of the total
portfolio). As a state-owned bank, Uzpromstroybank is influenced by
government agendas, which can affect its underwriting standards and
loan quality. However, about 8.6% of the bank's lending is backed
by government guarantees, somewhat mitigating credit risk.

"We expect that Uzpromstroybank will strengthen its capital
adequacy buffers over the next 12-18 months. As of year-end 2024,
the bank's risk-adjusted capital (RAC) ratio was 6.6% on the back
of higher-than-expected loan growth over 2024 (below 7.3% as of
year-end 2023 and below our previous expectations for 2024). We
anticipate that credit exposure growth will slow to about 8%-10% in
2025 and 10%-15% in 2026. This reflects modest growth appetite
while the bank is implementing its transformation plan, resulting
in our forecast RAC ratio returning to 7.0%-7.5% through year-end
2026. Our forecast incorporates gradually improving profitability
and capitalization of profits over the next two years. While we
understand that the bank has been working on various plans to
further strengthen its capital buffers, we currently do not
incorporate the plans into our forecasts due to high uncertainty of
these at this stage. We expect Uzpromstroybank will continue to
operate with a capital adequacy ratio of sustainably above the
minimum requirement of 13% over the next two years.

"We expect the bank to maintain its solid business position and
strong ties with the government over the next two years.
Uzpromstroybank will continue to serve large corporate clients,
including government-related entities, and it also aims to increase
its business with small and midsize enterprises and retail
customers to support margins. However, increasing competition from
other banks in Uzbekistan targeting the same segments may limit
margin improvements. Furthermore, we expect the bank will remain
important to the government and maintain close ties with it over
the next two years, even amid privatization plans.

"We understand that the government intends to privatize
Uzpromstroybank, however, this process will take longer than
initially expected. In 2024, the bank started working on a
wide-ranging transformation project that aims to enhance corporate
governance, underwriting standards, efficiency through
centralization, automatization, and digitalization, and to increase
commercial lending and noninterest income. We think that
privatizing large state-owned banks in Uzbekistan will remain
complex and will take time.

"The stable outlook reflects our view that the bank will maintain
its solid business position in Uzbekistan, while improving its
asset quality and strengthening its capital buffers due to
capitalization of profits to support its business growth, which
will support its credit profile in the coming 12 months.

"We could consider a negative rating action over the next 12 months
if, contrary to our expectations, the bank's asset quality
deteriorates and remains worse than that of its domestic peers or
its capital growth is not commensurate to the growth of its assets,
resulting in our forecast RAC falling below 7%.

"We could consider a positive rating action over the next 12 months
if we took a positive rating action on the sovereign, and we also
concluded that the bank's stand-alone credit profile (SACP)
improved to the level comparable to peers with 'bb' SACP. For
example, we would consider a positive rating action on
Uzpromstroybank if the bank's capitalization materially
strengthened and our forecast RAC ratio sustainably improved to
above 10%.




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

BRIGNOLI CO 2024: DBRS Confirms BB(high) Rating on Class D Notes
----------------------------------------------------------------
DBRS Ratings GmbH took the following credit rating actions on the
notes issued by Brignole CO 2024 Sr.l. (the Issuer):

-- Class A Notes confirmed at AAA (sf)
-- Class B Notes upgraded to AA (sf) from AA (low) (sf)
-- Class C Notes upgraded to BBB (high) (sf) from BBB (low) (sf)
-- Class D Notes confirmed at BB (high) (sf)
-- Class E Notes upgraded to BB (sf) from BB (low) (sf)
-- Class X Notes upgraded to BB (low) (sf) from B (low) (sf)

Morningstar DBRS does not rate the Class F and Class R Notes also
issued in the transaction.

The credit rating on the Class A Notes addresses the timely payment
of scheduled interest and the ultimate repayment of principal by
the legal final maturity date in February 2042. The credit ratings
on the Class B, Class C, Class D, and Class E Notes address the
ultimate payment of scheduled interest (but timely when the most
senior) and the ultimate repayment of principal by the legal final
maturity date. The credit rating on the Class X Notes addresses the
ultimate payment of scheduled interest and ultimate repayment of
principal by the legal final maturity date.

CREDIT RATING RATIONALE
The credit rating actions follow an annual review of the
transaction and are based on the following analytical
considerations:

-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the May 2025 payment date;

-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables;

-- Current level of credit enhancement available to the notes to
cover the expected losses at their respective credit rating levels;
and

-- An amendment to the transaction executed on 16 June 2025.

The Issuer is a securitization of fixed-rate unsecured consumer
loans without a specific purpose granted by Credit Servizi
Finanziari S.p.A. (Creditis) to private individuals residing in
Italy. The transaction closed in June 2024 with an initial
portfolio balance of EUR 303.7 million and no revolving period
structured.

AMENDMENT

-- Cancellation of the unrated Class X2 Notes
-- Renaming of the Class X1 Notes to Class X Notes
-- Revised target amortization amount for the Class X Notes which,
starting from the June 2025 payment date, will be repaid using all
available excess spread and no longer on a predetermined schedule

The upgrade of the Class X Notes follows the revision of their
target amortization amount introduced with the amendment executed
on 16 June 2025.

PORTFOLIO PERFORMANCE

As of the May 2025 payment date, loans that were 0 to 30 days, 30
to 60 days, and 60 to 90 days delinquent represented 1.7%, 0.4%,
and 0.1% of the outstanding portfolio balance, respectively, while
loans more than 90 days delinquent represented 0.4%. Gross
cumulative defaults amounted to 0.7% of the initial portfolio
balance, with cumulative recoveries of 1.1% to date.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and maintained its base case PD and LGD
assumptions at 3.3% and 70.0%, respectively.

CREDIT ENHANCEMENT

The subordination of the respective junior obligations provides
credit enhancement to the notes. As of the May 2025 payment date,
credit enhancement to the Class A, Class B, Class C, Class D, and
Class E Notes was unchanged at 20.0%, 14.2%, 8.5%, 4.0%, and 1.5%,
respectively, since closing given the pro-rata amortization of the
notes. There was no credit enhancement available to the Class X
Notes.

The transaction benefits from an amortizing cash reserve available
to cover senior expenses, senior swap costs, interest on the Class
A Notes and if not deferred, interest on the Class B, Class C,
Class D, Class E and Class F Notes. The reserve was funded to EUR
3.6 million at closing through the issuance proceeds of the Class X
Notes and amortizes to a target amount equal to 1.2% of the
outstanding principal balance of the Class A to Class F Notes with
a floor at 0.6% of the initial portfolio balance. As of the May
2025 payment date, the reserve was at its target of EUR 2.6
million.

Crédit Agricole Corporate and Investment Bank - Italian Branch
(CA-CIB Italy) acts as the account bank for the transaction. Based
on Morningstar DBRS private credit rating on CA-CIB Italy, the
downgrade provisions outlined in the transaction documents, and
other mitigating factors inherent in the transaction structure,
Morningstar DBRS considers the risk arising from the exposure to
the account bank to be consistent with the credit ratings assigned
to the notes, as described in Morningstar DBRS' "Legal and
Derivative Criteria for European Structured Finance Transactions"
methodology.

Natixis S.A. (Natixis) acts as the swap counterparty for the
transaction. Morningstar DBRS' private credit rating on Natixis is
consistent with the first credit rating threshold as described in
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions" methodology.

Notes: All figures are in Euros unless otherwise noted.

MUNDYS SPA: Moody's Hikes Rating on Senior Unsecured Notes to Ba1
-----------------------------------------------------------------
Moody's Ratings has upgraded Mundys S.p.A.'s senior unsecured
ratings to Ba1 from Ba2 and the senior unsecured euro medium-term
note (EMTN) programme rating to (P)Ba1 from (P)Ba2. Concurrently,
Moody's are withdrawing the Ba1 long-term corporate family rating.
The outlook remains stable.

Moody's have also changed to positive from stable the outlook of
Italian airport operator Aeroporti di Roma S.p.A. (ADR).
Concurrently, Moody's affirmed the Baa2 senior unsecured ratings
and the (P)Baa2 senior unsecured EMTN programme rating of ADR.

RATINGS RATIONALE

RATIONALE FOR MUNDYS' RATING UPGRADE

The upgrade of the senior unsecured rating of Mundys reflects the
sustained strong operating performance of the group's main
subsidiaries, improved financial metrics, prudent financial
management and enhanced transparency. It also reflects the
consistent execution of Mundys' strategy to focus on regulated
infrastructure assets, specifically toll roads and airports, with
the objective of extending the average concession life of the
group. This is being achieved through acquisitions and concession
extensions in OECD countries, which offer more predictable cash
flows and lower business risk.

In 2024, Mundys delivered strong operating results, with
consolidated revenue increasing by almost 8% and EBITDA growing by
nearly 12%. The EBITDA margin improved to 61%, the highest level
under the current group structure. This performance was supported
by solid traffic growth across most jurisdictions, continued tariff
increases in line with regulatory frameworks, and the consolidation
of recent acquisitions completed by Abertis Infraestructuras S.A.
(Abertis).

In the first five months of 2025, traffic growth remained positive
across all key markets. Toll road traffic increased by 1.0% in
France, 4.1% in Spain, 1.7% in Mexico, 2.8% in Brazil, and 1.9% in
Chile. Airport traffic also performed strongly, with Rome airports
growing by 7.1% and Nice airport increasing by 2.6% compared to the
same period in 2024. Moody's expects EBITDA to continue to grow by
around 7% in 2025, underpinned by positive traffic trends,
significant tariff increases, and the contribution from new
concessions.

Since 2024, Mundys has expanded its portfolio through a number of
awards, acquisitions, and concession extensions. In February 2024,
the group completed the acquisition of Autovía del Camino, a
72-kilometre toll road located in northern Spain. In August,
Abertis was awarded the Ruta 5 Santiago–Los Vilos concession in
Chile, followed in October by a 25-month extension of the Autopista
Central concession in Santiago in exchange for infrastructure
upgrades. In February 2025, Abertis reached an agreement to acquire
a 51.2% stake in Atlandes, which operates the A-63 motorway in
France. In March and July 2025, Grupo Costanera S.p.A was awarded
two additional Chilean concessions: Ruta 5 Temuco–Río Bueno and
Ruta 5 Chacao–Chonchi. These additions are expected to increase
Mundys' average concession life to around 13 years by year-end
2025, with further upside potential from ongoing negotiations in
Chile and Brazil.

The group's consolidated financial profile continued to strengthen
in 2024, also supported by a reduction in Abertis' gross debt of
over EUR3.8 billion during the year. This contributed to a decline
in Mundys' consolidated reported gross debt to EUR37.8 billion at
year-end 2024, from EUR41.5 billion in 2023, including EUR2 billion
of hybrid instruments. As cash flow generation continues to improve
in line with macroeconomic dynamics such as economic activity and
inflation, Moody's expects the group's consolidated funds from
operations (FFO)/ debt to exceed 10% by year-end 2025 and approach
11% in 2026. Moreover, Moody's expects Mundys' debt service
coverage metrics (DSCR) to improve to 1.4x in both 2025 and 2026.

Moody's considers the consolidated credit quality of Mundys group
to be commensurate with a Baa3 rating. The Ba1 rating of the senior
unsecured notes issued by Mundys S.p.A. takes into account the
structural subordination of the creditors at the holding company
level.

Overall, the credit quality of the group is supported by (1) its
large size and focus on regulated toll road and airport
infrastructure; (2) the strong fundamentals of Abertis' toll road
network, which is diversified and comprises essential links across
several countries; (3) the robust operating performance and cash
flow generation of ADR, one of the largest airport operators in
Europe; (4) the reasonably well-established regulatory framework
for most of its infrastructure businesses, albeit with some
instances of political interference; and (5) Moody's expectations
that the Mundys will maintain a balanced financial profile and a
flexible dividend policy.

These positive factors are tempered by (1) the group's fairly
complex structure, with minority shareholders and debt at
intermediate holding companies; (2) the high financial leverage of
the consolidated group; and (3) increasing refinancing requirements
starting from 2027, although with sufficient liquidity available to
cover expected debt maturities until at least year-end 2026.

RATIONALE FOR ADR'S OUTLOOK CHANGE TO POSITIVE AND AFFIRMATION OF
THE RATING

The change in outlook to positive of ADR reflects that the
company's Baa2 rating is constrained by its exposure to
macroeconomic conditions and institutional environment of Italy
(Baa3 positive). Nevertheless, the current rating positioning of
ADR is one notch above the sovereign rating, reflecting (1) the
company's strategic position as the largest airport group in the
country; (2) a large component of revenues derived from
international passengers, which provides some resilience to
domestic economic cycles and helps moderate earnings volatility;
(3) limited reliance on domestic funding sources; and (4) the
company's track record of robust credit metrics, as evidenced by
FFO/debt of around 22.5% as of year-end 2024, alongside a strong
liquidity profile.

The affirmation of the Baa2 rating of ADR reflects (1) the strong
fundamentals of its airports; (2) the strength of its service area
and favourable competitive position, given Rome's status as one of
Europe's major capital cities; (3) the supportiveness of the
concession and regulatory framework; (4) the high proportion of
origin and destination passengers; (5) a well-diversified carrier
base with no meaningful exposure to weak airlines; (6) ADR's
growing capital investments to support future growth, which are
expected to result in higher funding needs and an increase in debt
levels; and (7) Moody's expectations that, despite these
requirements, financial leverage will remain moderate, with
FFO/debt sustained above 15% over the next 3-5 years.

LIQUIDITY

The liquidity position of Mundys' consolidated group is strong. As
of March 2025, the group held approximately EUR5 billion in cash
and cash equivalents, including EUR1 billion at the Mundys S.p.A.
level, EUR0.8 billion at Abertis Infraestructuras S.A., and EUR3.2
billion across other subsidiaries. In addition, Mundys group had
around EUR7.5 billion of committed undrawn facilities in total.
According to Moody's estimates, Mundys' available sources of cash
flows will be sufficient to cover its expenditures, debt service
obligations and dividends over the next 18-24 months. As of March
2025, around 74% of debt was fixed and the weighted average cost of
debt was close to 4.5%.

ADR's liquidity position is excellent, underpinned by EUR228
million of cash and cash equivalents as of March 2025. The company
also has access to a EUR350 million committed credit facility
maturing in October 2029, which was fully drawn at the beginning of
the year and subsequently repaid following the issuance of EUR750
million sustainability-linked bonds in May 2025. The next
significant debt maturity is the outstanding EUR433 million bond
due in June 2027. Moody's expects ADR's liquidity and cash flow
generation to be sufficient to cover its funding needs, including
capex and dividends, over the next 18-24 months.

OUTLOOK

The stable outlook on Mundys reflects Moody's expectations that the
group's operating performance will remain strong and the group will
maintain its current business and financial risk profile over the
coming years. The stable outlook also incorporates Moody's
expectations that the group will maintain a good liquidity position
and flexible dividend policy.

The positive outlook on ADR reflects the company's solid operating
performance and strong financial profile, which would support a
higher rating absent any constraint from the sovereign credit
quality. It also takes into account ADR's exposure to local
macroeconomic conditions and potential changes in the regulatory
and legal environment.

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

Upward pressure on Mundys' rating is not currently envisaged in the
short term, given the expected leverage levels of the consolidated
group and the potential for significantly increased investment
needs over the medium term. However, upward pressure could develop
in the event of a material reduction in indebtedness that results
in a sustained improvement in key credit metrics, alongside an
improvement in the group's liquidity position.

Downward pressure on Mundys' ratings could arise from (1) a
weakening in the group's financial profile, such that FFO/debt
would remain below 10% on a persistent basis; (2) a material
deterioration in the group's liquidity position or reduction of
cash balances below historical levels; or (3) a significant change
in the group's business mix that results in a higher risk profile.

The rating of ADR could be upgraded following an upgrade in Italy's
sovereign rating, provided the company maintains a solid financial
performance, such that FFO/debt would remain above 15% on a
sustainable basis and liquidity position remains strong.

Given the positive outlook, a rating downgrade is unlikely in the
near term. However, negative pressure on ADR's rating could arise
following a downgrade of the Government of Italy's rating or
Mundys' rating. In addition, downward pressure could develop if (1)
ADR's financial profile weakens, so that FFO/debt drops below 12%;
or (2) the company's liquidity profile deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in rating Mundys S.p.A. was
Privately Managed Toll Roads published in December 2022.

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

Mundys S.p.A. is the holding company for a large group active in
the infrastructure sector. Its main subsidiaries include Abertis
Infraestructuras S.A., Grupo Costanera S.p.A, Aeroporti di Roma
S.p.A. and Azzurra Aeroporti S.p.A. (holding company for Aéroports
de la Côte d'Azur). As of December 2024, the group reported EUR9.3
billion of consolidated revenue and EUR5.6 billion of consolidated
EBITDA.

Aeroporti di Roma S.p.A. is the concessionaire for the two airports
serving the city of Rome (Fiumicino and Ciampino), which recorded
53.1 million passengers in 2024. As of December 2024, the company
reported EUR1.1 billion of revenue and EUR629 million of EBITDA.


NEXTURE SPA: Fitch Assigns 'B+(EXP)' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned Nexture S.p.A. an expected Long-Term
Issuer Default Rating (IDR) of 'B+(EXP)' with a Stable Outlook.

Fitch has also assigned an expected rating of 'BB-(EXP)' with a
Recovery Rating of 'RR3' to Nexture's planned EUR425 million senior
secured notes. Note proceeds will be used to refinance existing
debt at the level of CSM Ingredients S.a.r.l. and Italcanditi
S.p.A., the combination of which will form Nexture. Final ratings
are subject to transaction completion and final documentation
confirming to draft terms.

The expected IDR reflects Nexture's modest scale and moderate
diversification across food ingredient products in a fragmented
market with demand volatility and commodity price fluctuation. This
is balanced by the established European market position developed
by CSM and Italcanditi, which will be strengthened by the
-combination and should result in robust profitability, positive
free cash flow (FCF) and moderate leverage.

The Stable Outlook is based on the manageable execution risk along
with the adoption of a new strategy to improve profitability.

Key Rating Drivers

Robust Business Model Post-Combination: The combination of CSM and
Italcaditi will create a pre-eminent European integrated supplier
of bakery, dairy and confectionary ingredients. The new entity -
Nexture - will offer a broad product range, including bread
ingredients, bakery fats, fillings and pastry mixes, catering to
traditional bakery channels, industrial producers and trade
sectors. The strong market position in Europe will be bolstered by
Nexture's portfolio of established brands, solid in-house R&D,
broad distribution network and enduring customer relationships.

However, the business faces market risk around the consumer
environment, demand volatility, cost control, commodity price
volatility and challenges in winning new customers in fragmented
home and overseas markets.

Scale Constraints, Concentration Risk: Nexture's expected rating is
confined to the 'b' category due to its limited scale, commensurate
with 'B' rated peers, as measured by EBITDA, and its operations in
a fragmented industry. Furthermore, Nexture has high product
concentration, with ingredients for bread, pastries and cakes
contributing over 85% of revenue, and reliance on Europe, which
makes up over 80% of group sales. Nexture plans to expand into
China, the US and Middle East, but it will take time to establish
robust market infrastructure in new geographies. Fitch expects
Europe to remain the dominant market region in the medium term.

Moderate Integration Risk: Nexture faces underlying market risk,
but Fitch views the execution risk of integrating CSM and
Italcanditi as moderate. Fitch forecasts sustained revenue growth
and EBITDA margin expansion from the consolidation of procurement,
manufacturing and distribution platforms, along with the
optimisation of product assortment and costs. Nexture also plans a
strategic shift towards higher-margin value-added products.

Healthy Organic Revenue Growth: Fitch assumes mid-single-digit
organic revenue growth over 2025-2028, helped by higher volume in
valued-added products and some inflation-driven price hikes. Fitch
forecasts revenue expansion of 3.7% in 2025, after a 1.5%
contraction in 2024 on a pro forma basis, driven by the
pass-through of raw-material price inflation in palm oil and sugar.
This was partially offset by a temporary volume decline from the
strategic removal of low-margin products, especially in the core
bakery ingredients division.

Value-Added Products: Fitch believes Nexture's strategy to boost
its share of valued-added products will be positive for its credit
rating, driving most of the volume growth and supporting a wider
margin. Fitch estimates that sales volume in this product category
will benefit from rising demand for high-quality ingredients,
sustainability, healthier options as well as a consumer shift
towards mass-market and modern retail in many regions.

Stronger Post-Combination Profitability: Fitch forecasts Nexture's
EBITDA margin to widen to 11.2% in 2025, from 9.7% in 2024 on a pro
forma basis, driven by pricing and cost cutting initiatives and a
focus on high-growth, profitable ingredients. Nexture benefits from
a flexible cost structure; variable costs comprise about 75% of
operating costs. Key costs include raw materials like fats and
oils, sugar, dairy, cereals and fruits. The supplier base is
moderately diversified, with the top-10 suppliers accounting for
around 27% of cost of goods sold, but Nexture remains exposed to
pricing fluctuations and commodity volatility, with a temporary
lag.

Healthy FCF: Fitch forecasts a consistently positive FCF margin of
4%-5% over 2025-2028, driven by an improved operating profit
margin, manageable interest expenses, limited working capital
outflows and moderate capex requirements of 1.8%-2.0%. Fitch views
this level of FCF margin as strong for the rating category,
mitigating Nexture's scale and concentration risks, and expect
excess cash to be reinvested in the business, with bolt-on M&A
assumed at around EUR35 million a year from 2026.

Contained Credit Metrics, Deleveraging Trajectory: Nexture's
expected IDR is underpinned by moderate credit metrics. Fitch
projects post-combination Fitch-defined EBITDA leverage at 4.9x by
end-2025, with a gradual decline towards 3.3x over the medium term
on EBITDA growth. Successful deleverage is contingent on Nexture's
ability to expand EBITDA. The fragmented industry landscape offers
ample scope for M&A activity, but frequent and large debt-funded
acquisitions could hinder deleveraging and pressure Nexture's
ratings.

Peer Analysis

Nexture has comparable product portfolio and geographical
diversification to Nomad Foods Limited's (BB/Stable). But Nomad
Foods' two-notch higher rating reflects its larger scale of branded
and private-label frozen food, as well as higher profitability and
cash generation.

Sammontana Italia S.p.A. (B+/Stable) and La Doria S.p.A.
(B+/Stable) are rated at the same level as Nexture. These companies
have comparable scale, with profit also exposed to the volatility
of input prices and similar execution risks. Nexture has comparable
similar profitability and leverage with La Doria, while stronger
operating profitability of Sammontana translates to modestly higher
acceptable leverage levels for the same rating.

Fitch attributes IRCA Group Luxembourg Midco 3 S.a r.l's (B/Stable)
one-notch rating difference with Nexture mainly to the former's
higher leverage, while IRCA has higher EBITDA margin, similar scale
and face comparable execution challenges in the food ingredients
market.

Sigma Holdco BV (B/Stable) has a much larger scale, greater
geographic diversification and higher margins, due to its strong
branded portfolio and a different cost base. The one notch
differential is mainly attributed to Sigma's higher leverage.

Key Assumptions

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

- Revenue to rise by 3.7% in 2025, driven by pricing, and by
6.0%-9.0% in 2026-2028 on organic and acquisitive growth

- EBITDA margin widening towards 13% by 2028, from 11% in 2025

- Annual capex at around 2% of revenue until 2028

- Bolt on M&A of about EUR35 million a year from 2026, assuming a
high single-digit enterprise value/EBITDA multiple

- No dividend payments

Recovery Analysis

Its recovery analysis assumes that Nexture will be considered a
going concern in bankruptcy and that it would be reorganised rather
than liquidated. Fitch assumes a 10% administrative claim.

Fitch assesses going concern EBITDA at EUR70 million, reflecting
the level of earnings required for the company to sustain
operations as a going concern in unfavourable market conditions of
shrinking volume and an inability to pass on cost increases.

Fitch applies a distressed multiple of 5.0x, which is the mid-range
for packaged food companies in EMEA. This generates a ranked
recovery in the 'RR3' band, leading to a 'BB-' rating for the
EUR425million of senior secured notes, with a one-notch uplift from
the IDR.

Its estimate of creditor claims includes a fully drawn EUR80
million super senior revolving credit facility. The claims rank
ahead of senior secured notes and other debt of EUR17 million.

Fitch expects Nexture's receivables factoring facilities of EUR38
million to remain during and after distress without requiring
alternative funding, although at a reduced amount. This assumption
is driven by the strong credit quality of the group's client base

RATING SENSITIVITIES

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

- Increase in EBITDA gross leverage to above 5x, due to weaker
profitability or debt-funded acquisitions

- EBITDA margin below 10%, resulting in a lower FCF margin towards
1.0%

- EBITDA interest coverage weakening towards 3.5x or below

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

- A wider scale and broader diversification across geographies,
coupled with product premiumisation, supporting EBITDA growth
towards EUR300 million (-)

- Higher EBITDA margin supporting sustained FCF margin at above
2.5%

- EBITDA gross leverage below 4x

Liquidity and Debt Structure

Fitch forecasts Nexture's available cash balance at around EUR52
million at end-2025. Solid operating performance with minimal
working capital outflows and limited capex should support positive
FCF that translates into higher year-end cash balances, despite its
assumption of annual bolt-on acquisitions.

Nexture will also have access to the fully undrawn revolving credit
facility of EUR80 million. On completion of the refinancing, it
will have no major debt maturing before 2032, when the new senior
secured notes of EUR425 million come due.

Issuer Profile

Nexture is an Italy-based pan-European manufacturer and distributor
of food ingredients.

Date of Relevant Committee

02 July 2025

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt             Rating                    Recovery   
   -----------             ------                    --------   
Nexture S.p.A.       LT IDR B+(EXP)  Expected Rating

   senior secured    LT     BB-(EXP) Expected Rating   RR3


NEXTURE SPA: S&P Assigns Prelim. 'B' LT ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to food ingredients manufacturer Nexture SpA, and its
preliminary 'B' issue and '3' recovery ratings to the group's
proposed senior secured floating rate notes, based on meaningful
recovery prospects of 50%-70% (rounded estimate: 50%).

The stable outlook indicates S&P's view of Nexture's resilient
operational performance supported by positive demand prospects for
the high-margin value-added products and established market
positions in the DACH region and Italy, leading to S&P Global
Ratings-adjusted EBITDA margin of 11-12%, adjusted leverage below
7x and positive FOCF in 2025 and 2026.

Nexture SpA, a food ingredients manufacturer based in Italy,
intends to raise EUR425 million of senior secured floating rate
notes to repay EUR404 million of existing debt at its subsidiaries,
CSM Ingredients and Italcanditi. At the same time, the group
intends to issue a new EUR80 million revolving credit facility
(RCF) maturing in 2032.

S&P said, "We expect the group will generate sales of about EUR825
million-EUR835 million and S&P Global Ratings-adjusted EBITDA of
around EUR88 million-EUR93 million in 2025. Nexture benefits from
leading market positions in Germany, Austria, and Switzerland
(DACH) and Italy in the resilient food ingredients sector. The
customer and supplier range are well diversified, although the
scale of operations is modest.

"We project adjusted debt leverage will stand at 6.5x-6.7x in 2025,
then decrease to 6.0x-6.2x in 2026, alongside funds from operations
(FFO) cash interest of 2.5x-3.0x in 2025-2026. Free operating cash
flow (FOCF) is projected to be EUR10 million-EUR20 million in 2025
and about EUR15 million-EUR25 million in 2026, while we assume
about EUR30 million of acquisitions from 2026."

The preliminary 'B' rating mainly reflects Nexture's highly
leveraged capital structure under the ownership of private equity
firm Investindustrial. Nexture, the group resulting from the
combination of CSM Ingredients and Italcanditi, intends to issue
new EUR425 million senior secured floating rate notes, maturing in
2032, to refinance existing debt at the two subsidiaries, as well
as cover transaction fees and retain the remaining as cash balance.
S&P said, "The proposed capital structure after the transaction
also includes an EUR80 million RCF, which we forecast will be
undrawn at closing. We estimate S&P Global Ratings-adjusted debt of
EUR595 million-EUR605 million in 2025 and 2026, including the
proposed notes, EUR10 million-EUR20 million of factoring lines,
EUR40 million-EUR50 million of lease liabilities, and EUR105
million-EUR115 million of pension-related liabilities. "Our
forecast credit metrics are in line with a 'B' rating, considering
S&P Global Ratings adjusted debt to EBITDA of 6.5x-6.7x in 2025 and
6.0x-6.2x in 2026, as well as FFO cash interest of comfortably at
2.5x-3.0x over the same period.

"The group's FOCF should be positive in the next two years although
the cash cushion in 2025 remains modest. Under our base case, we
forecast FOCF of EUR10 million-EUR20 million in 2025, rising to
around EUR15 million-EUR25 million in 2026, underpinning the
group's credit quality. Overall, we see the business as having low
capital expenditure (capex) intensity and that working capital
seasonality is limited. We assume about EUR15 million-EUR18 million
of capex annually, for maintenance, automation projects, IT, and to
support productivity improvements. We estimate limited expansion
capex, given the available capacity in Nexture's owned
manufacturing sites to absorb the anticipated growth in volumes. We
assume about EUR5 million-EUR15 million of annual working capital
requirement in 2025-2026 reflecting increasing inventories to
support revenue growth, while there are ongoing working capital
optimization initiatives enabled by strong relationship with
clients and suppliers, and efficient inventory management."

The combination of CSM Ingredients and Italcanditi will mean
Nexture will have a larger scale and wider product diversity, while
integration risks appear manageable. This is because the two
entities will maintain some level of independence from each other,
including separate salesforces, product offering and IT systems,
while benefitting from cross-selling opportunities, strengthened
manufacturing capabilities, and synergies and procurement
efficiencies. S&P said, "We acknowledge IT system consolidation is
typically one of the most challenging parts of integration,
sometimes resulting in unforeseen costs, which is not a risk for
Nexture. Furthermore, Investindustrial has owned CSM Ingredients
and Italcanditi for some years, meaning it has good visibility over
market trends and the two companies' business model. CSM has
struggled in the past due to declining sales and rising costs,
although we understand the business has been restructured, despite
concerns on volume prospects on declining traditional bakeries. At
the same time, we note the track record of small bolt-on
acquisitions and their successful integration. These include Italy
based HiFood in 2022, which has provided Nexture with technological
capabilities and growth opportunities thanks to HiFood's focus on
profitable high-value, tailor-made ingredients of natural origin,
with a strong focus on plant-based, clean label solutions,
allergen-free, additive-free, and sustainable products. This was
particularly important for business expansion in the U.S., as the
group leverages on HiFood to service the U.S. market and maintain
strong pricing power and profitability and ensure its market
competitiveness. Nexture also acquired Italy-based ingredients
producers Rubicone in 2019 and Comparital in 2020, which led
Nexture to established itself as a point of reference in the
Italian Gelato industry, with strong focus on innovative
formulations and new flavors to better follow consumer trends. We
believe Nexture will continue to pursue bolt-on acquisitions, while
these should incur limited integration risks, even if multiple
transactions are executed in a short time frame. This is on the
back of Nexture's selection of targets aimed at consolidating its
presence in high growth segments (e.g., value-added ingredients),
while evaluating opportunities after prudent and rigorous analysis
and continuing to apply a disciplined approach to pricing. We
assume acquisitions of about EUR30 million from 2026."

Nexture's presence in the large and resilient food ingredients
sector and its focus on pushing its value-added products should
underpin profitable growth prospects. Supportive factors of the
sector expansion, and particularly for Nexture in the value-added
ingredients segment, are a growing population and rising incomes,
ice cream and patisserie affordability, indulgence trends, and a
rising demand for healthy, sustainable, and tailored nutrition,
including low sugar, "free from", functional, and plant-based
products. At the same time, the underlying food market should be
resilient to economic cycles. Demand for plant-based products may
increase during upcycles, while consumers tend to eat more often at
home and increase demand for processed food during downcycles. S&P
said, "We consider that Nexture is well positioned to capture
profitable market growth thanks to its strategic decision to expand
in value-added ingredients (currently 43% of total sales; with core
ingredients making up the remaining 57%) and in the industrial
channel (currently 44% of total sales; with traditional trade
making up the remaining 56%) over the next years. In addition,
Nexture is a regional leader in key markets including DACH,
Benelux, the U.K. and Italy. We assume its leadership stems from
product innovation and capabilities, both in core and value-added
ingredients, and a track record of delivering custom-made products,
enabled by its manufacturing network. The company also has a
presence in the U.S. and China with the value-added portfolio, as
well as some emerging markets, which we expect to boost growth
prospects over the next several years."

S&P said, "Nexture's expansion of value-added ingredients and the
industrial channel supports our forecast of gradual revenue and
profitability growth, while its ability to pass through cost
inflation and cost-saving initiatives should also boost margins.
Our forecast includes S&P Global Ratings-adjusted EBITDA margin of
about 11%-12% in 2025 and 2026. We include in our base case EUR8
million-EUR10 million of annual exceptional costs in 2025 and 2026
to achieve margin-improvement initiatives. Value-added ingredients
benefit from strong growth and profitability prospects since
pricing is higher (versus core ingredients) and consumer demand is
rising. We note year-to-date May 2025 sales grew by 0.4%, while we
anticipate full-year sales expanding by about 1.5%-2.0%, which is
below management's budget. The group will also pursue a deeper
reach in the industrial channel, given the material upside
potential of the higher margins of custom-made co-developed
products to meet customer-specific requests, while growth of
in-store bakeries and pastry chains should also support the
channel's development. At the same time, we acknowledge servicing
the industrial channel could be more challenging as players could
face pricing pressure from large retailers and foodservice
companies. Nexture has flexible client contracts with the ability
to renegotiate prices more frequently with traditional trade
customers and terms and conditions renewed annually with prices set
every three to six months based on volumes with industrial
customers. We believe clients are likely to accept price increases
in times of raw material cost inflation, since Nexture's products
usually represent a small portion of the end-product cost and have
high value-added. Nexture's large raw materials base and
relationship with many suppliers of fats, oils, sugars, dairies,
cereals, and fruits, coupled with a hedging policy underpinned by
forward purchases of raw materials and procurement contracts
matching industrial clients' contracts length, alleviate its
exposure to the risk of price spike or supply shortage of key
materials. Furthermore, the group wants to improve its
profitability through procurement efficiencies, pricing, salesforce
effectiveness, and manufacturing optimization. We note senior
management with extensive experience in large corporates has been
recently hired to help execute on the business strategy and
strengthen the group's operations."

The modest scale of operations relative to several rated
ingredients peers, as well as the increased competition in the
European and U.S. food ingredients sector, could limit profit
growth prospects for Nexture. The combined group will have a larger
business scale with projected adjusted EBITDA of EUR88
million-EUR93 million in 2025 but still remain of modest scale and
focused on relatively niche categories in some countries compared
with some regional and global rated peers. This could notably
translate into more limited financial means to support high
competition intensity and potential pricing pressures. S&P notably
benchmark Nexture against:

-- Food ingredients company IRCA Group Luxembourg Midco 3 S.a.r.l.
(B-/Stable/--), which has weaker credit metrics of over 7.0x debt
leverage and has a larger concentration of raw materials notably to
cocoa;

-- Solina Group Holding (B/Stable/--), with larger EBITDA and FOCF
generation that offset weaker credit metrics, notably adjusted debt
leverage of about 7.0x due to an aggressive acquisition strategy;
and

-- NovaTaste (B/Stable/--), with similar EBITDA, FOCF, and credit
metrics, but higher EBITDA margin.

To some extent, Nexture also competes with global manufacturers
like ingredients solutions firm Kerry Group (BBB+/Stable/A-2) and
chocolate producer Barry Callebaut (BBB-/Negative/--). At the same
time, Nexture's local presence allows for strong established
relationships with clients. The customer base comprises small and
midsize companies and industrial players in its main geographies,
with no concentration to a single client, since the top 10
customers represent about 18% of revenue. Additionally, the group's
ability to innovate swiftly and respond to briefs, as well as a
geographically diversified manufacturing footprint, have been
essential to its success in retaining customers.

S&P said, "The stable outlook indicates our view that Nexture's
operational performance should remain resilient, supported by solid
organic growth and S&P Global Ratings-adjusted EBITDA margin of
11%-12% in 2025-2026. We believe the operating performance should
be notably supported by the positive demand prospects for its
high-margin value-added products and established market positions
in the DACH region and Italy.

"We forecast the group will achieve FOCF of EUR10 million-EUR20
million in 2025 and of about EUR15 million-EUR25 million in 2026.
We also forecast S&P Global Ratings-adjusted debt to EBITDA of
6.5x-6.7x in 2025 and 6.0x-6.2x in 2026.

"We could lower our rating if Nexture's projected credit metrics
deviate from our base case, such as adjusted debt leverage at or
above 7x in the 12 months after the transaction closes. This would
also likely mean a weaker FFO cash interest coverage ratio,
dropping below 2x, and negative FOCF.

"This could happen in case of softer-than-expected demand or high
competition intensity in high-margin value-added products in the
DACH region and Italy or a sharp acceleration of decline in the
traditional channel. We would also view negatively the group
struggling to integrate acquisitions, leading to weaker
profitability and cash flow versus our base-case.

"We could raise our rating on Nexture if its credit metrics improve
well above our base case, such that S&P Global Ratings-adjusted
debt to EBITDA decreases to below 5x on a sustained basis." A
higher rating would also depend on a clear commitment from the
company and its owner to maintain debt leverage tolerance at this
level at all times, even after discretionary spending.

Rating upside would also hinge on considerably
higher-than-projected FOCF.


RRE 26 LOAN: S&P Assigns BB-(sf) Rating on Class D Notes
--------------------------------------------------------
S&P Global Ratings assigned its credit ratings to RRE 26 Loan
Management DAC's class A-1 to D notes. At closing, the issuer also
issued unrated performance, preferred return, and subordinated
notes.

This is a European cash flow CLO transaction, securitizing a
portfolio of primarily senior secured leveraged loans and bonds.
The transaction is managed by Redding Ridge Asset Management (UK)
LLP.

The ratings assigned to RRE 26 Loan Management DAC's notes reflect
S&P's assessment of:

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

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

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

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

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

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

-- The portfolio's reinvestment period will end approximately 4.5
years after closing, and the portfolio's maximum average maturity
date is approximately 13 years after closing.

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor     2,776.35
  Default rate dispersion                                  489.24
  Weighted-average life including reinvestment(years)        4.93
  Obligor diversity measure                                106.38
  Industry diversity measure                                18.27
  Regional diversity measure                                 1.16

  Transaction key metrics

  Total par amount (mil. EUR)                                 400
  Defaulted assets (mil. EUR)                                   0
  Number of performing obligors                               133
  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                              B
  'CCC' category rated assets (%)                            2.00
  Target 'AAA' weighted-average recovery (%)                37.04
  Target portfolio weighted-average spread (%)               3.70

The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. S&P said, "Therefore, we have conducted our credit
and cash flow analysis by applying our criteria for corporate cash
flow CDOs. As such, we have not applied any additional scenario and
sensitivity analysis when assigning ratings to any class of notes
in this transaction."

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the actual weighted-average spread (3.70%), and
the actual weighted-average coupon (3.32%). We assumed
weighted-average recovery rates in line with those of the actual
portfolio presented to us, apart from at the 'AAA' level, where
37.00% was modelled. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class A-2, B, C-1, C-2, and D notes
could withstand stresses commensurate with higher ratings than
those 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 the assigned
ratings.

"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 is bankruptcy remote, in line
with our legal criteria.

"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, A-2, B, C-1, C-2, and D notes.

"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A-1 to D notes to four
hypothetical scenarios."

Environmental, social, and governance factors

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average."

For this transaction, the documents prohibit or limit assets from
being related to certain industries. Since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities.

  Ratings

                    Amount      Credit
  Class  Rating*   (mil. EUR)   enhancement     Interest rate§

  A-1    AAA (sf     243.60     39.10   Three/six-month EURIBOR
                                        plus 1.35%

  A-2    AA (sf)      44.40     28.00   Three/six-month EURIBOR
                                        plus 1.75%

  B      A (sf)       28.00     21.00   Three/six-month EURIBOR
                                        plus 2.15%

  C-1    BBB (sf)     20.00     16.00   Three/six-month EURIBOR
                                        plus 2.70%

  C-2    BBB- (sf)     8.00     14.00   Three/six-month EURIBOR
                                        plus 3.75%

  D      BB- (sf)     18.50     9.375   Three/six-month EURIBOR
                                        plus 5.40%

  Performance
  Notes         NR     1.00      N/A    N/A

  Preferred
  return notes  NR     0.25      N/A    N/A
  
  Sub notes     NR   44.125      N/A    N/A

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

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




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

MERZ LEASING: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Merz Leasing Ltd's (ML) Long-Term Issuer
Default Rating (IDR) at 'B-' and National Long-Term Rating at
'BB-(kaz)'. The Outlooks are Stable.

Key Rating Drivers

Niche Franchise: ML is a small, privately owned leasing company
operating mainly in Kazakhstan, primarily focused on leasing
agricultural equipment. The company's Long-Term IDR reflects its
solid financial metrics including adequate asset quality, sound
profitability and low leverage. Fitch views these as rating
strengths. The Long-Term IDR is constrained by ML's concentrated
business model, small and recently established franchise and
limited funding diversification.

Regulated Leasing Company: ML is registered and based in
Kazakhstan's Astana International Financial Centre and is regulated
by the Astana Financial Services Authority. It is subject to a
range of prudential requirements, including concerning capital
adequacy, liquidity coverage, concentration and market risks.

Solid Asset Quality, Short History: ML has maintained strong asset
quality since establishment in 2020, supported by broad state
backing for Kazakhstan's agricultural sector and prudent
underwriting standards. In Fitch's view, ML is exposed to
significant delinquency risk, typical for agricultural lease
portfolios, even though impairment levels remain very low. The
share of loans overdue by 30-60 days rose to 2% at end-2024
(end-2023: zero). However, this risk is mitigated by a high
proportion of government-subsidised leases, which promotes payment
discipline among lessees, and by prudent downpayment requirements.

Profitable Business Model: ML's profitability, defined as pre-tax
income/average assets, declined to 8% in 2024 from 15% in 2023 due
to increases in the cost-to-income ratio and in funding costs.
However, performance remains supported by low credit losses and a
wide net interest margin

Limited Equity, Low Leverage: ML's capital base is modest,
equivalent to around USD19 million at end-2024. Its leverage ratio,
defined as gross debt to tangible equity, increased to 1.0x at
end-2024 from 0.6x at end-2023. Fitch expects leverage to increase
further in the medium term, in line with the company's growth
strategy. In 2024, ML paid its first dividends since inception, at
11% of 2023 net earnings. Nevertheless, Fitch believes shareholders
will remain committed to keeping leverage below the thresholds set
in the company's loan covenants with banks, i.e. liabilities/equity
ratio below 3x.

Concentrated Funding Profile: ML is predominantly funded by local
banks (46% of total borrowing as at end-2024) and through
government funding (32%). Other sources include foreign banks (19%)
and trade credit lines from suppliers (3%). Around 22% of total
funding is in foreign currency, most of which is unhedged, exposing
the company to significant foreign-currencyrisk. ML's liquidity is
acceptable for the rating, due to its well-matched balance sheet
and an adequate unrestricted cash balance of KZT1.7 billion (USD3.2
million equivalent) at end 2024.

RATING SENSITIVITIES

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

- Material asset-quality deterioration, in particular if eroding
ML's modest capitalisation (and the buffer above statutory capital
adequacy requirements)

- A sustained increase in ML's leverage ratio (gross debt/tangible
equity) to above 5.0x

- Any indication of refinancing challenges, weakened liquidity or
an uncured breach of funding covenants

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

- A longer record of profitable operations and reduced exposure to
market risk, particularly foreign-exchange risk

- Increased scale, leading to a strengthened franchise, improved
business and funding diversification, in conjunction with
maintaining adequate financial performance and adequate leverage

ADJUSTMENTS

The Standalone Credit Profile score has been assigned below the
implied score due to the following adjustment reason(s): Business
profile (negative).

The business profile score has been assigned above the implied
score due to the following adjustment reason(s): historical and
future developments (positive).

The asset quality score has been assigned below the implied score
due to the following adjustment reason(s): risk profile and
business model (negative).

The earnings & profitability score has been assigned below the
implied score due to the following adjustment reason(s): revenue
diversification (negative).

The capitalization & leverage score has been assigned below the
implied score due to the following adjustment reason(s): risk
profile and business model (negative).

ESG Considerations

ML has an ESG Relevance Score of '4' for Exposure to Environmental
Impacts due to its large exposure to the agricultural sector, which
has a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

ML has an ESG Relevance Score of '4' for Governance Structure due
to a significant dependence in decision-making on the sole
shareholder, which has a negative impact on the credit profile, and
is relevant to the ratings in conjunction with other factors.

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

   Entity/Debt             Rating                Prior
   -----------             ------                -----
Merz Leasing Ltd   LT IDR    B-       Affirmed   B-
                   ST IDR    B        Affirmed   B
                   LC LT IDR B-       Affirmed   B-
                   Natl LT   BB-(kaz) Affirmed   BB-(kaz)


MICROFINANCE ORGANIZATION KMF: Fitch Affirms 'B+' LongTerm IDR
--------------------------------------------------------------
Fitch Ratings has affirmed Joint-Stock Company Microfinance
Organization KMF's Long-Term Issuer Default Rating (IDR) at 'B+'
and National Long-Term Rating at 'BBB(kaz)'. The Outlooks are
Stable.

Key Rating Drivers

Higher-risk Lending; Leading Market Share: KMF's ratings reflect
its business model, which is transitioning into a deposit-taking
institution focused on under-banked and higher-risk micro-SMEs, its
modest scale (compared with domestic banks), competition from banks
with access to cheaper funding, limited product diversification,
and reliance on confidence-sensitive wholesale funding.

Rating strengths are KMF's leading market share in Kazakhstan's
microfinance sector, with the company currently in the process of
acquiring a full banking license, a long record of stable
operations in a developing operating environment, adequate leverage
and a granular loan portfolio. KMF benefits from low exposure to
direct market risk and access to domestic and international
funding, including from international developmental financial
institutions (IFI) and impact investors.

Leading Microlender, Obtaining Banking License: KMF has a leading
market share in the domestic microfinance sector. However, some of
its lending products increasingly compete with local banks, which
have structurally stronger funding profiles and service offerings.
KMF has received regulatory consent to transform into a bank and
management expects to acquire the license and conclude the process
in 2H25. The company plans to retain its core lending business,
focusing on individuals and SMEs, benefiting from an already
established franchise and network across Kazakhstan as well as
re-capturing its clients that were looking for banking services.

Stable Outlook: The Stable Outlook reflects KMF's good competitive
position relative to local microfinance companies and its modest
scale relative to local banks, as well as the gradual
diversification of its product offering and funding base. The
Outlook also considers expectation of potential strengthening of
KMF's funding profile following it obtaining a banking license.

Asset-Quality Pressures: KMF's Stage 3 loans/gross loans ratio
increased to 10.8% at end-2024 and 11.4% at end-1Q25 (as per
unaudited management accounts), as the company attempted to expand
its product offering to more risky segments. Since then, KMF has
reversed focus on its core products and upcoming banking
transformation. KMF's cost of risk is low around 2.6% at end-1Q25
with adequate reserves coverage (end-1Q25: 81%; end-2024: 82%).

Provisioning, Operating Costs Pressure Profitability: KMF's
profitability has dropped recently with pre-tax return on average
assets at 3.5% in 1Q25 (2023: 6.4%), pressured by changes to
regulatory interest rate caps and operating costs associated with
the transformation. Fitch expects 2025 profitability to remain low,
before improving in 2026, subject to securing access to cheaper
funding.

In the short term, profitability is supported by a wide net
interest margin of 26% over 2021-2024, which reflects its business
model and targeted market. As it pursues bank transformation KMF
has been investing in compliance, risk and IT infrastructure and
personnel, leading to increasing operating expenses and reducing
operating efficiency.

Reasonable Capital Adequacy: KMF's gross debt/tangible equity ratio
remained stable at about 4.4x at end-1Q25 (end-2024: 4.5x). Its
common equity Tier 1 (CET1) ratio was 24% at end-1Q25 (23% at
end-2024), but management forecasts that upon transition into a
bank, this will decrease to 20%. This is due to additional
provisioning required and higher risk-weighting. Fitch expects
capital adequacy to remain appropriate considering lower risk
appetite post-transition. However. Fitch expects KMF to carry
higher credit risk than larger banks, with its CET1 remaining above
its banking peers.

Diversified Funding: KMF has a more developed funding profile than
its microfinance peers, helped by the length of its relationships
with creditors, reputable shareholders, improving access to
domestic funding, and a short-term loan portfolio. Fitch expects
funding availability and costs to gradually improve following the
transition as KMF gains access to cheaper deposit funding. KMF
refinanced its bonds in May 2025 with a one-year term and plans to
maintain IFI funding alongside gradually gaining deposits in
2026-2027.

RATING SENSITIVITIES

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

Material weakening in KMF's profitability and asset quality,
coupled with leverage (gross debt/tangible equity) increasing to
above 5.5x on a sustained basis, and declining regulatory capital
buffers, could be rating negative, as could an increased risk
appetite with expansion into higher-risk products, for instance, in
response to continuing competition from domestic banks.

A weakening of the funding profile, such as constrained funding
access, a marked increase in funding costs, higher concentrations,
and shorter maturities and regulatory risk adding significant
constraints to KMF's business model, could be rating negative.

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

Material growth of franchise and improved funding diversification,
supported by a successful transition into a bank coupled with
decrease in funding costs could be rating positive.

ADJUSTMENTS

The 'b+' business profile score is below the 'bb' category implied
score due to the following reason: business model (negative);

The 'bb-' earnings and profitability score is below the 'bbb'
category implied score due to the following reason: portfolio risk
(negative)

ESG Considerations

KMF has an ESG Relevance Score of '4[+]' for Exposure to Social
Impacts due to its business model being focused on under-banked
borrowers and its positive social impact supporting KMF's franchise
and funding profile. This facilitates KMF's access to favourable
funding from a range of international developmental institutions
and impact investors, which has a positive impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.

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

   Entity/Debt                   Rating               Prior
   -----------                   ------               -----
Joint-Stock Company
Microfinance
Organization KMF        LT IDR    B+       Affirmed   B+
                        ST IDR    B        Affirmed   B
                        LC LT IDR B+       Affirmed   B+
                        LC ST IDR B        Affirmed   B
                        Natl LT   BBB(kaz) Affirmed   BBB(kaz)


SAFE-LOMBARD LLP: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Kazakhstan-based Safe-Lombard LLP's (SL)
Long-Term Issuer Default Rating (IDR) at 'B-'. The Outlook is
Stable.

Key Rating Drivers

Modest Franchise, Granular Portfolio: SL's ratings reflect its
small franchise in the domestic finance sector, concentrated
business model, with a focus on micro-loans secured by gold (66% of
total portfolio at end-1Q25) and used cars (33%), basic
underwriting standards and risk controls, and a developing funding
profile with assets mostly funded by equity (with an equity/asset
ratio at 66% at end-1Q25). The ratings also factor in SL's low
leverage and solid capital buffers, the benefits of a granular,
mostly short-term secured loan portfolio backed by high-quality
liquid collateral, and historically fairly limited credit losses.

Stable Outlook: The Stable Outlook reflects SL's growing portfolio,
acceptable asset quality and solid profitability. In Fitch's view,
tightening regulation and growing competitive pressures could
tighten the business models of smaller non-bank finance companies,
like SL, in the medium to longer term. The Outlook also considers
the recent shareholder change and what Fitch views as heightened
sanction and regulatory risk, and the acquisition of JSC
Microfinance organisation Bereke in 1Q25 after it was sold to SL's
previous shareholder in 2023.

Growing Scale and Business Diversification: SL operates as a pawn
shop extending secured loans to under-banked borrowers with limited
credit histories. SL's portfolio growth averaged around 30%
annually in 2021-2024, driven by expansion in its existing lending
segments. SL is one of the largest companies in the domestic
pawnbroker market, but its franchise is smaller and product offer
more concentrated than those of larger microlenders. In Fitch's
view, SL's governance practices are less developed than some of its
higher rated peers', with key-person risk having a significant
effect on decision-making.

Regulatory Risk: SL's largely monoline business model in a single
jurisdiction means its business model relies heavily on the
stability of high-cost lending regulation in Kazakhstan. The recent
tightening of lending caps has had a significant effect on most
microfinance sector companies and a further sharp tightening of
loan affordability regulation, for example, could pressure such
business.

Fitch also believes the recent shareholder change suggests the
company has heightened exposure to sanction and regulatory-related
event risk. This is reflected in SL's high ESG relevance score for
Governance Structure, alongside ongoing key person risk in relation
to decision-making dependence on the sole shareholder.

Adequate Asset Quality: SL's impaired loans ratio increased to 6.1%
at end-1Q25 from 5.4% at end-2023, as the company's portfolio
continued to season due to substantial growth. Loan loss provision
coverage of impaired loans decreased to 37% at end-1Q25 (45% at
end-2023), which was partly offset by the secured nature of almost
all loans and a record of good recoveries. In Fitch's view, SL's
risk profile is largely determined by its business model to service
higher-risk, under-banked customers and a record of appetite for
unhedged FX funding.

Solid Profitability, Non-Core Profit: SL's profitability was solid,
with pre-tax income/average assets ratio averaging around 21% in
2021-2024. This ratio increased to 41% in 1Q25, driven mostly by a
one-off non-core profit from the Bereke acquisition. In Fitch's
view, SL is subject to potential earnings and business model
volatility due to its sensitivity to Kazakhstan's operating
environment and exposure to regulatory actions across the sector on
lending to higher-risk, more socially vulnerable, borrowers.

Modest Leverage: SL's capitalisation is supported by solid internal
equity generation and only modest dividend payouts, with its
tangible leverage ratio (gross debt/tangible equity) at 0.5x at
end-1Q25. SL aims to maintain comfortable capitalisation headroom
above regulatory limits but Fitch believes an increase in leverage
is possible, provided the company secures stable funding access to
support business expansion.

Equity Dominates Funding of Assets: SL's balance sheet is largely
equity funded (67% of total assets), with non-equity finance
comprising local-currency bonds (74% of total debt at end-1Q25), a
local bank loan (6%) and debt related to the Bereke acquisition
owed to the previous shareholder (20%). SL's liquidity profile
benefited from solid cash buffers of 0.5x of its short-term
borrowings (which can be volatile) at end-1Q25 and its
cash-generative business model with high portfolio turnover, which
should allow fairly swift deleveraging, if required.

RATING SENSITIVITIES

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

- FX-induced losses or material asset-quality deterioration,
coupled with weaker revenue-generation ability, which would weigh
on both profitability and capital buffers

- A regulatory or loss event affecting the stability and viability
of SL's business model

- Signs of funding or refinancing problems, leading to inability to
grow and loss of market share

- A material governance event threatening SL's access to funding
markets

- Significant deterioration of the company's capital position, with
gross debt/tangible equity exceeding 4x

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

- A sustained growth of SL's franchise and scale and gradual
diversification into products less sensitive to lending caps,
coupled with reduced exposure to regulatory risk

- Further funding diversification, through the addition of new
third-party sources and stable access to bank and international
financial institution lines, which could support positive rating
action in the long term

ADJUSTMENTS

SL's 'b-' Standalone Credit Profile (SCP) is below its 'b' implied
SCP due to the following adjustment reason: business profile
(negative).

The 'b+' earnings and profitability score is below the 'bb'
category implied score due to the following reason: portfolio risk
(negative).

The 'b+' capitalisation and leverage score is below the 'bb'
category implied score due to the following reason: size of capital
base, risk profile and business model (negative).

ESG Considerations

SL has an ESG Relevance Score of '4' for customer welfare given its
exposure to higher-risk, underbanked borrowers with limited credit
history and variable incomes. This highlights social risks arising
from increased regulatory scrutiny and policies to protect more
vulnerable borrowers (such as lending caps) regarding its lending
practices, pricing transparency and consumer data protection. This
has a moderately negative impact on SL's credit profile and is
relevant to the ratings in conjunction with other factors.

SL has as ESG Relevance Score of '4' for exposure to social
impacts. This reflects risks arising from a business model focused
on extending credit at high rates, which could give rise to
consumer and market disapproval, and to regulatory changes and
conduct-related risks that could affect the company's franchise and
performance metrics. This has a moderately negative impact on SL's
credit profile and is relevant to the ratings in conjunction with
other factors.

SL has an ESG Relevance Score of '5' for governance structure. This
reflects Fitch's view of both heightened sanction risk and ongoing
key-person risk due to significant decision-making dependence on
the sole shareholder, 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
   -----------               ------               -----
Safe-Lombard LLP    LT IDR    B-       Affirmed   B-
                    ST IDR    B        Affirmed   B
                    LC LT IDR B-       Affirmed   B-
                    LC ST IDR B        Affirmed   B
                    Natl LT   BB-(kaz) Affirmed   BB-(kaz)




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

ECARAT DE 2025-1: DBRS Finalizes B(high) Rating on Class F Notes
----------------------------------------------------------------
DBRS Ratings GmbH finalized its provisional credit ratings on the
following classes of notes (collectively, the Rated Notes) issued
by ECARAT DE S.A. acting on behalf and for the account of its
compartment lease 2025-1 (the Issuer):

-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at BB (high) (sf)
-- Class F Notes at B (high) (sf)

Morningstar DBRS does not rate the Class G Notes (together with the
Rated Notes, the Notes) also issued in the transaction.

The credit ratings on the Class A Notes and Class B Notes address
the timely payment of scheduled interest and the ultimate repayment
of principal by the final maturity date. The credit ratings on the
Class C Notes, Class D Notes, Class E Notes and Class F Notes
address the ultimate payment of scheduled interest (and timely when
they are the most senior class of notes outstanding) and the
ultimate repayment of principal by the final maturity date.

The Issuer, which is a limited liability company incorporated under
the laws of Luxemburg, acts as a special-purpose entity for issuing
asset-backed securities. The Notes are backed by a portfolio of
fixed-rate receivables related to German auto leases granted by
Stellantis Bank S.A., German Branch (Stellantis Bank), which also
acts as the servicer (the Servicer) for the transaction. The
underlying portfolio comprises two distinct types of agreements,
Kilometer (KM) Leases and Restwert (RW) Leases. KM leases expose
the Issuer to market risk associated with the leases' estimated
residual value (RV) at maturity.

CREDIT RATING RATIONALE

Morningstar DBRS based its credit ratings on the following
analytical considerations:

-- The transaction's structure, including the form and sufficiency
of the available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Rated Notes have been issued;

-- The credit quality of Stellantis Bank's provisional portfolio,
the characteristics of the collateral, its historical performance,
and Morningstar DBRS-projected behavior under various stress
scenarios;

-- Stellantis Bank 's capabilities with respect to originations,
underwriting, servicing, and its position in the market and
financial strength;

-- The operational risk review of Stellantis Bank, which
Morningstar DBRS deems to be an acceptable Servicer;

-- The transaction parties' financial strength with regard to
their respective roles;

-- The consistency of the transaction's structure with Morningstar
DBRS' "Legal and Derivative Criteria for European Structured
Finance Transactions"; and

-- Morningstar DBRS' sovereign credit rating on the Federal
Republic of Germany, currently at AAA with a Stable trend.

TRANSACTION STRUCTURE

The transaction includes a twelve-month revolving period during
which the Issuer will purchase additional collateral. During this
period, the transaction is subject to receivables eligibility
criteria and concentration limits designed to limit the potential
deterioration of the portfolio quality with which the Issuer has to
comply.

The transaction incorporates a separate interest and principal
waterfall that facilitates the distribution of the available
distribution amount. The Notes amortize pro rata until a sequential
redemption event occurs, at which point the amortization of the
Notes becomes fully sequential. Sequential redemption events
include, among others, the breach of performance-related triggers,
a shortfall related to the liquidity reserve required amount, or
the Seller not exercising the call option.

The Seller funds a cash reserve account equal to 1.3% of the Class
A Notes to Class D Notes' initial balance on the closing date that
will amortize to a level equal to 1.3% of the Class A Notes to D
Notes' outstanding balance with a floor of 0.5% of the Class A
Notes to Class D Notes' initial balance at closing. The reserve is
only available to the Issuer in restricted scenarios where the
interest and principal collections are not sufficient to cover
senior expenses, swap payments, and interest on the Class A Notes
and, if not deferred, interest on the Class B Notes, the Class C
Notes and the Class D Notes.

Principal available funds may be used to cover senior expenses,
swap payments, and interest shortfalls on the Notes in certain
scenarios that would be recorded in the transaction's PDL in
addition to the defaulted receivables. The transaction includes a
mechanism to capture excess available revenue amount to cure PDL
debits and interest deferral triggers on the subordinated classes
of Rated Notes, conditional on the PDL debit amounts and seniority
of the Rated Notes.

All underlying contracts are fixed rate, while the Rated Notes are
indexed to one-month Euribor. Interest rate risk for the Notes is
mitigated through interest rate swaps.

COUNTERPARTIES

BNP Paribas SA, Germany Branch (BNPP-DE) has been appointed as the
Issuer's account bank for the transaction. Morningstar DBRS has a
Long-Term Issuer Rating of AA (low) with a Stable trend on BNP
Paribas SA (BNPP) and privately rates BNPP-DE. Morningstar DBRS
concluded that BNPP-DE meets the criteria to act in such capacity.
The transaction documents contain downgrade provisions relating to
the account bank consistent with Morningstar DBRS' criteria.

BNPP has been appointed as the swap counterparty for the
transaction. Morningstar DBRS' public Long-Term Critical
Obligations Rating on BNPP is AA (high) with a Stable trend, which
meets the criteria to act in such capacity. The hedging documents
contain downgrade provisions consistent with Morningstar DBRS'
criteria.

Morningstar DBRS' credit ratings on the Rated Notes addresses the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations of the Rated Notes are the related interest
and principal payments.

Notes: All figures are in euros unless otherwise noted.

FRONERI LUX: S&P Rates Proposed EUR1-Bil. Secured Notes 'BB-'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue rating to the proposed
new EUR1 billion equivalent fixed-rate senior secured notes issued
by Froneri Lux Finco S.a.r.l. The bond matures in 2032 and is
guaranteed by global ice-cream manufacturer, Froneri International
Ltd. (Froneri). Froneri will use the proceeds from the bond to fund
distributions to its shareholders, Nestle S.A. and PAI Partners
SAS, and to pay transaction fees and expenses.

The recovery rating on the total senior secured debt, comprising
the existing EUR4.8 billion equivalent term loans due September
2031, proposed new EUR2.9 billion equivalent term loans due 2032,
and proposed new EUR1 billion equivalent senior secured notes due
2032, remains at '3', reflecting S&P's expectation of average
recovery prospects (50%-70%; rounded estimate 55%) in the event of
default. The recovery rating is supported by S&P's valuation of the
business as a going concern, reflecting its well-known brands and
leading market positions in Europe and the U.S.

S&P said, "Our base-case assumptions for Froneri are unaffected by
the new issuance. Given the increased debt levels from the proposed
transaction, we see Froneri's rating headroom as fully absorbed,
with S&P Global Ratings' adjusted debt-to-EBITDA forecast to peak
at 6.8x after the transaction. That said, we think that Froneri's
ability to maintain EBITDA growth, along with strong positive free
operating cash flow generation forecast above EUR350 million
annually, should help the group deleverage toward 6x over the next
12-24 months."




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

SQB INSURANCE: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable
---------------------------------------------------------------
Fitch Ratings has upgraded Uzbekistan-based Joint Stock Company
Insurance Company SQB Insurance's (SQB Insurance) Insurer Financial
Strength (IFS) Rating and Long-Term Issuer Default Rating (IDR) to
'BB' from 'BB-'. The Outlooks are Stable.

The upgrade reflects a similar rating action on the company's sole
shareholder, Uzbek Industrial and Construction Bank Joint-Stock
Commercial Bank (UICB, Long-Term IDR: BB/Stable). SQB Insurance's
standalone credit quality reflects the company's small operating
scale, weak capitalisation, good financial performance and
investment risk, which remain commensurate with the rating.

Key Rating Drivers

Support Drives Rating: SQB Insurance's ratings are aligned with
UICB's Long-Term IDR, reflecting Fitch's view of the importance of
SQB Insurance to UICB and the strong integration of its operations
within the group and management oversight. This supports its
expectation that UICB will continue to develop the insurance
business and provide support to SQB Insurance.

Standalone Credit Quality Unaffected: SQB Insurance's standalone
credit quality reflects the insurer's small operating scale with a
2.3% market share in 2024, its focus on financial risks insurance,
and a weak capital position, as underlined in the 'Weak' score of
Fitch's Prism Global model at end-2023.

The credit quality also reflects SQB Insurance's good financial
performance and investment risk. Return on equity (ROE), calculated
based on statutory accounts, was 36% in 2024. Its investments are
predominantly short- and long-term deposits, which comprised 99% of
the investment portfolio at end-2024 according to statutory
reporting. They are placed with several state-owned and large
private banks rated in the 'B' and 'BB' rating categories.

RATING SENSITIVITIES

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

- A downgrade of UICB's Long-Term IDR

- A reduction in UICB's propensity to support SQB Insurance

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

- An upgrade of UICB's Long-Term IDR

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
   -----------              ------         -----
Joint Stock Company
Insurance Company
SQB Insurance         LT IDR BB  Upgrade   BB-
                      LT IFS BB  Upgrade   BB-




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

AUTONORIA SPAIN 2025: DBRS Finalizes BB(high) Rating on 2 Classes
-----------------------------------------------------------------
DBRS Ratings GmbH finalized provisional credit ratings on the
following classes of notes (collectively, the Rated Notes) issued
by Autonoria Spain 2025, FT (the Issuer):

-- Class A Notes AAA (sf)
-- Class B Notes AA (high) (sf)
-- Class C Notes A (high) (sf)
-- Class D Notes BBB (high) (sf)
-- Class E Notes BB (high) (sf)
-- Class F Notes BB (high) (sf)

Morningstar DBRS does not rate the Class G Notes (collectively with
the Rated Notes, the Notes) also issued in the transaction.

The credit ratings on the Class A Notes and Class B Notes address
the timely payment of scheduled interest and the ultimate repayment
of principal by the final maturity date. The credit ratings on the
Class C Notes, Class D Notes, Class E Notes, and Class F Notes
address the ultimate (and timely when the most senior class of
notes outstanding) payment of scheduled interest and the ultimate
repayment of principal by the final maturity date.

The Issuer is a securitization fund incorporated under the laws of
the Kingdom of Spain and acts as a special-purpose entity for
issuing asset-backed securities. The Notes are backed by a
portfolio of fixed-rate receivables related to Spanish auto loans
granted by Banco Cetelem, S.A.U. (Banco Cetelem). Banco Cetelem
also services the receivables (the Servicer) for the transaction.

CREDIT RATING RATIONALE

Morningstar DBRS based its credit ratings on the following
analytical considerations:

-- The transaction's structure, including the form and sufficiency
of the available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Rated Notes are expected to be
issued;

-- The credit quality of Banco Cetelem's provisional portfolio,
the characteristics of the collateral, its historical performance,
and Morningstar DBRS-projected behavior under various stress
scenarios;

-- Banco Cetelem's capabilities with respect to originations,
underwriting, servicing, and its position in the market and
financial strength;

-- The operational risk review of Banco Cetelem, which Morningstar
DBRS deems to be an acceptable Servicer;

-- The transaction parties' financial strength with regard to
their respective roles;

-- The expected consistency of the transaction's structure with
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions"; and

-- Morningstar DBRS' sovereign credit rating on the Kingdom of
Spain, currently at A (high) with a Stable trend.

TRANSACTION STRUCTURE

The transaction includes a 9-month revolving period, during which
the Issuer will purchase additional collateral. Also, during this
period, the transaction will be subject to receivables eligibility
criteria and concentration limits designed to limit the potential
deterioration of the portfolio quality, with which the Issuer will
have to comply. The revolving period may end earlier than scheduled
if certain events occur, such as the originator's insolvency, the
servicer's replacement, or the breach of performance triggers.

The transaction incorporates a separate interest and principal
waterfall that facilitates the distribution of the available
distribution amount. The Notes amortize pro rata until a sequential
redemption event occurs, at which point the amortization of the
Notes becomes fully sequential. Sequential redemption events
include the breach of performance-related triggers or the Seller
not exercising the call option.

The Seller funds a cash reserve account equal to 1.5% of the Rated
Notes' initial balance on the closing date, which will amortize to
a level equal to 1.5% of the Rated Notes' outstanding balance with
a floor of 0.6% of the Rated Notes' initial balance at closing. The
reserve is only available to the Issuer in restricted scenarios
where the interest and principal collections are not sufficient to
cover senior expenses, swap payments, and interest on the Class A
Notes and, if not deferred, interest payments on other classes of
Rated Notes.

Principal available funds may be used to cover senior expenses,
swap payments, and interest shortfalls on the Notes in certain
scenarios that would be recorded in the transaction's principal
deficiency ledger (PDL) in addition to the defaulted receivables.
The transaction includes a mechanism to capture excess available
revenue amount to cure PDL debits and interest deferral triggers on
the subordinated classes of Notes, which is conditional on the PDL
debit amounts and seniority of the Notes.

All underlying contracts are fixed rate, while the Notes are
indexed to one-month Euribor. Interest rate risk for the Notes
should be mitigated through interest rate swaps.

COUNTERPARTIES

BNP Paribas SA (BNPP), Sucursal en España is expected to be
appointed as the Issuer's account bank for the transaction.
Morningstar DBRS has a public Long-Term Issuer Rating and a public
Long-Term Senior Debt credit rating of AA (low) and a public Long
Term Critical Obligations Rating of AA (high) with a Stable trend
on BNPP. Morningstar DBRS privately rates BNPP, Sucursal en España
and concluded that it meets the minimum criteria to act in such
capacity. The transaction documents are expected to contain
downgrade provisions relating to the account bank consistent with
Morningstar DBRS' criteria.

Banco Cetelem is expected to be appointed as the swap counterparty
for the transaction and will benefit from a swap guarantee provided
by BNPP. Currently, Morningstar DBRS does not rate Banco Cetelem
but rates the guarantor, BNPP, and concluded that it meets its
minimum criteria to act in such capacity. Morningstar DBRS'
considers the credit rating on the chosen swap guarantor and the
downgrade provisions referenced in the hedging documents to be
consistent with its criteria.

Morningstar DBRS' credit ratings on the Rated Notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations are the related interest and principal
payments on the Rated Notes.

Notes: All figures are in euros unless otherwise noted.


MINOR HOTELS: Fitch Affirms & Then Withdraws 'BB-' IDR, Outlook Pos
-------------------------------------------------------------------
Fitch Ratings has affirmed Minor Hotels Europe & Americas, S.A.'s
(MHEA) Long-Term Issuer Default Rating (IDR) at 'BB-' with a
Positive Outlook.

The affirmation reflects a performance in line with its
expectations since its last review in March 2025 and no changes in
its expectation of deleveraging prospects nor in its assessment of
the company's relations with its parent Minor International PCL
(MINT).

Fitch has subsequently withdrawn MHEA's IDR for commercial reasons,
following repayment of the group's EUR400 million senior secured
notes in July 2025.

Key Rating Drivers

Strong ADR and Occupancy Growth: MHEA reported high single-digit
growth in revenue per available room (RevPAR) in 2024, driven by a
5.6% average daily rate (ADR) growth that exceeded Fitch's
forecasts. Occupancy continued its recovery, to around 70% at
end-2024, up around 1.5p.p. compared to 2023. Fitch expects more
modest 3%-3.5% RevPAR growth in the medium term, driven by slight
ADR increases, hotel upgrades to higher price tiers, and further
business travel recovery.

Improved Metrics Following Refinancing: MHEA's EBITDAR net leverage
in 2024 was 4.2x and Fitch assumes it will gradually decrease in
2025-2027, following repayment of the group's EUR400 million senior
secured notes due in 2026, with cash on balance sheet and term loan
debt. Fitch forecasts a more moderate EBITDAR fixed charge coverage
improvement to 1.8x in 2025 from 1.7x in 2024. However, Fitch
considers MHEA's high proportion of variable lease expenses
relative to peers, which weighs on the metric but provides cash
flow protection in economic downturns.

Capex-Light Pipeline: Fitch expects MHEA's capex in 2025-2027 to be
around 6% of revenues. This capital intensity is materially below
the double-digit figures before the pandemic. MHEA's new capex
programme is focused on asset-light expansion, prioritising new
hotel openings under management contracts, as well as selective
hotel repositioning capex that can be more profitable than new
hotel openings.

Strong Cash Flow Generation: Fitch expects MHEA's operating cash
flows to remain strong and grow during 2025- 2027, due to revenue
growth and slight profitability improvements. Together with a
moderated capex programme, this will result in strong
mid-single-digit pre-dividend free cash flow (FCF) margins from
2025 onwards (2024: 5.2%). This cash may be reinvested to fund
growth, accumulated to repay debt, or distributed to shareholders.
Fitch conservatively assumes dividends will start in 2026, although
Fitch acknowledges limited distributions over the past three years
and MHEA's lack of commitment to upstream cash to the parent.

Mixed Ownership Business Model: MHEA has a balanced portfolio of
hotels, with 21% of rooms owned, 65% leased, and 14% managed at
end-2024. A higher share of owned and leased hotels in its
portfolio generally results in lower cost flexibility than at
asset-light peers, but MHEA had one of the highest absorption rates
among peers during the pandemic and continues to deploy efficiency
measures. Further, sizeable high-quality real estate assets in the
form of owned hotels, including EUR1 billion of unencumbered fully
owned hotels, provide financial flexibility as potential collateral
or for sale-and-leasebacks.

Stronger Subsidiary Under PSL Criteria: Fitch views MHEA's credit
profile as stronger than its parent MINT and consider the latter's
full effective control and ability to change MHEA's board of
directors, although Fitch acknowledges the record of parent support
during the pandemic. Open effective control is only partially
balanced by an independent treasury at MHEA. The resulting
assessment of access and control as 'open' is partly offset by its
view of a 'porous' legal ring-fencing still in place with the
existing RCF documentation that limits the shareholder's access to
MHEA's cash flow, overall leading to MHEA's IDR being capped at one
notch above the consolidated credit profile.

Peer Analysis

As one of the 10 largest European hotel chains, MHEA is smaller and
less diversified than higher-rated global peers, such as Accor SA
(BBB-/Positive), Hyatt Hotels Corporation (BBB-/Stable), and
Wyndham Hotels & Resorts Inc. (BB+/Stable). It operates
predominantly under an asset-heavy business model, which focuses on
leasing and owning hotels, which Fitch views as higher-risk than
the managed and franchise models of large global hotel operators.
MHEA has more limited financial flexibility and higher leverage
than peers, which together with PSL considerations lead to its two-
to three-notch rating difference with the above peers.

MHEA is rated above asset-heavy luxury hotel operators, Sani/Ikos
Group Newco S.C.A. (B-/Stable) and FIVE Holdings (BVI) Limited
(B+/Stable), which have small niche positions in their core markets
of Greece and the United Arab Emirates, respectively. MHEA's higher
rating than FIVE largely reflects its stronger business profile,
while its greater rating differential with Sani Ikos reflects
MHEA's lower leverage and stronger FCF profile.

MHEA is rated above Essendi S.A. (previously called AccorInvest
Group S.A., B/Stable), the single largest owner and operator of
hotels under Accor's brands. AccorInvest operates a larger and more
geographically diversified hotels portfolio but has greater
exposure to asset-heavy operations than MHEA. Nevertheless, the
main reason for the rating differential is MHEA's significantly
lower leverage and stronger FCF generation.

Key Assumptions

- Revenue to increase 6% in 2025 and 4% a year over 2026-2027

- EBIT margin improving to 12% by 2027 from 11.5% in 2024

- Capex of EUR155 million in 2025 and EUR170 million a year over
2026-2027, including maintenance capex, additional repositioning
within the portfolio, development of the current signed pipeline,
and limited expansion

- Small working capital cash outflows of between EUR2 million-EUR10
million a year over 2025-2028

- Dividend distributions averaging EUR120 million a year over
2026-2027

RATING SENSITIVITIES

Not applicable as the ratings have been withdrawn.

Liquidity and Debt Structure

At end-2024, MHEA's liquidity included around EUR185 million of
Fitch-adjusted readily available cash, an undrawn EUR242 million
revolving credit facility and undrawn EUR71 million bilateral
credit lines. Following the repayment of the group's EUR400 million
bonds maturing in July 2026, Fitch expects cash balances to be
about EUR170 million by end-2025. This is due to strong projected
FCF generation in 2025, with no shareholder remuneration for the
year. MHEA's full ownership of around EUR1 billion (based on
end-2024 valuation) of unencumbered assets provides an additional
source of financial flexibility.

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
   -----------              ------           -----
Minor Hotels Europe
& Americas, S.A.      LT IDR BB- Affirmed    BB-
                      LT IDR WD  Withdrawn


MINOR HOTELS: Moody's Withdraws 'Ba3' CFR Following Debt Repayment
------------------------------------------------------------------
Moody's Ratings has withdrawn Minor Hotels Europe & Americas,
S.A.'s (MHEA) Ba3 long-term corporate family rating and Ba3-PD
probability of default rating. The outlook prior to the withdrawal
was stable.

RATINGS RATIONALE      

Moody's have withdrawn MHEA's ratings following the full repayment
of its outstanding rated debt on July 02, 2025.

COMPANY PROFILE

MHEA is among the top 10 largest European hotel chains, with 347
open hotels and 55,769 rooms in 31 countries as of December 2024.
Besides Europe, MHEA has a limited presence in Latin America (8% of
net turnover for 2024). MHEA focuses on midscale and upscale urban
leisure hotels, and has been shifting its portfolio towards an
asset-light strategy through management contracts and variable
leases, but still owns close to 20% of its hotels (EUR2.4 billion
as of end 2024). The company reported revenue of EUR2,427 million
for 2024.

In 2018, Minor International Public Company Limited (MINT), a Thai
global hospitality and restaurant company with over 560 hotels and
2,600 outlets across multiple countries, acquired 94% of MHEA
shares.




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

FORD OTOMOTIV: S&P Lowers ICR to 'BB-', Outlook Stable
------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Ford Otomotiv Sanayi A.S. (Ford Otosan) and the issue rating on its
$500 million unsecured notes to 'BB-' from 'BB'.

The stable outlook mirrors that on Türkiye as well as S&P's
expectations that Ford Otosan's FFO to debt will remain 20%-30%
through 2026 and that it will continue to generate the vast
majority of its earnings in Türkiye.

Ford Otosan's leverage will likely remain higher than S&P
previously expected through 2026 despite a gradual recovery in its
profitability and free operating cash flow (FOCF), from weak levels
in 2024.

Sustained annual dividend payments of Turkish lira (TRY) 22
billion-TRY24 billion and increasing interest expenses will likely
continue to weigh on leverage, despite a gradual moderation in
capital expenditure (capex) from 2023 and 2024 peaks.

S&P said, "The downgrade reflects our expectation that Ford
Otosan's leverage will stay higher than previously anticipated
through 2026. Although we forecast FFO to debt to gradually recover
to about 23% this year and close to 26% in 2026, from 20% in 2024,
this remains well below our 30% downside threshold for a 'BB'
rating. Slower earnings growth and higher debt than previously
expected are the main drivers of these weaker credit metrics. We
expect the S&P Global Ratings-adjusted EBITDA margin will improve
to 7.0%-7.2% in 2025-2026, from 6.5% in 2024. This reflects a
reduced mismatch between the still very high domestic inflation
rate and the devaluation of the Turkish lira compared to the U.S.
dollar and euro; increasing commercial vehicles (CV) sales due to
increased capacity at the Yenikoy plant; and lower ramp-up costs
from new electric model launches. That said, we anticipate the
increasing share of export sales and gradual pick-up in electric
vehicle (EV) deliveries will continue to have a negative mix effect
and limit further upside for profitability and credit metrics. We
also project annual cash interest expense will increase to TRY15
billion-TRY17 billion in 2025-2026, from TRY12.8 billion in 2024,
mainly because of the lira devaluation and higher debt, which will
continue to constrain FFO to debt.

"Our 'BB-' rating on Ford Otosan is aligned with our sovereign
rating on Türkiye despite its unchanged strategic importance to
parent, Ford Motor Co. We revised our SACP on Ford Otosan to 'bb-'
from 'bb', the same level as our foreign currency rating on
Türkiye's. We continue to view Ford Otosan as strategically
important to Ford Motor Co. given that it generates most of its CV
sales in Europe (about 78%) as well as a growing share of its
passenger car (PC; 40%). Ford Motor Co. has a 41% stake in Ford
Otosan, which has historically provided a stable dividend stream to
its manufacturing partner. However, this does not lift our final
rating because we think parent support might not fully offset
sovereign-related stress such as a hypothetical sovereign default
or the introduction of capital controls in Türkiye. Our assessment
of Ford Otosan's status within the Ford Motor Co. group is also
balanced by an equal equity stake of 41% held by Koc Holding A.S.
(BB+/Stable/B), the investment holding company of Ford Otosan's
founding family.

"We anticipate Ford Otosan's FOCF will gradually recover but still
be mainly allocated to dividends. After a TRY8 billion FOCF burn in
2024, we project FOCF will be slightly positive this year and
improve to close to TRY10 billion in 2026 thanks to profitability
gains, working capital releases, and lower capex intensity given
the finalization of production-capacity-increase projects and
launches of electric versions of its Puma and Courier models. We
anticipate adjusted capex to sales will gradually decline toward
4.5%-5.0% in 2026, from peaks of 6.7% in 2024 and 7.3% in 2023. We
think the company will maintain annual dividend payments of TRY22
billion-TRY24 billion (TRY23.5 billion in 2023) leading to still
negative discretionary cash flow (DCF) through 2026. We anticipate
this will further increase its debt, exacerbated by foreign
exchange effects from its euro and dollar denominated debt. In
2024, Ford Otosan's TRY31.5 billion DCF burn significantly
contributed to its higher S&P Global Ratings-adjusted debt, which
rose to about TRY125 billion at year-end from TRY76.9 billion as of
Dec. 31, 2023. Our adjusted debt figure does not net any available
cash, which grew to TRY22.3 billion as of Dec. 31, 2024, from
TRY15.2 billion the year before."

Ford Otosan's deleveraging target will hinge on its earnings growth
and dividend payout levels. The company's reported net debt to
EBITDA increased to about 2.4x at Dec. 31, 2024 (translating to
about 3.2x on an S&P Global Ratings-adjusted and gross debt basis),
well above its 1.0x-1.5x historical average and 1.2x in 2023 (1.6x
S&P Global Ratings-adjusted and gross debt basis). S&P said,
"However, we understand that Ford Otosan intends to maintain
sizable headroom compared with the maximum of 3.5x allowed by its
loan agreements' financial covenants. The company's reported net
debt to EBITDA declined to about 2.0x in first quarter 2025 (3.6x
S&P Global Ratings-adjusted and gross debt basis) thanks to
improved cash conversion, and we anticipate that it will continue
to target some deleveraging through 2026. The company also reduced
its dividend per share for the first half of 2025 to TRY17.1 (total
payout of about TRY6 billion, paid in second quarter) from TRY43.3
in first half of 2024 (total payout of about TRY15.2 billion).
While our base case is that most of Ford Otosan's credit metrics'
strengthening will come from improved profitability and higher
EBITDA, a further reduction in dividend payments in the second half
of 2025 and in 2026 could also allow faster deleveraging. Ford
Otosan's dividend policy includes a minimum payout ratio of 50%,
and this ratio has averaged about 60% historically."

Ford Otosan is reasonably protected from tariff risks, but market
uncertainty persists. S&P said, "Export sales represent about 85%
of the company's total sales, but none of them are directed to the
U.S. In addition, we do not currently anticipate that the current
trade tensions will materially impact Ford's brand image in Europe.
We also view the CV segment (about 75% of Ford Otosan's sales) as
less prone to swings in consumer sentiment compared with the PC
segment. In first quarter of 2025, Ford Otosan's CV export volumes
were up by 3% while the overall European van market was down by
close to 12%. It notably allowed the Ford brand to reach a strong
19.3% market share, up from 15% in 2024 and historically. This was
mainly supported by a 28% increase in its 1 ton vehicle deliveries
(including VW branded vehicles), while Courier and Transit export
volumes were down 2% and 27%, respectively, on overall weaker
demand and inventory optimization from Ford Motor Co.'s European
division. On the PC side, Puma export deliveries receded by 22%,
materially more than the 2% decline in the overall European PC
market. Weaker demand in Türkiye is an additional headwind that
contributed to a 3% decline in volumes sold domestically during the
first quarter (CVs and PCs combined). Ford Otosan's performance
was, however, more resilient than the market average, with overall
CV and PC volumes declining by 7% over the period."

The stable outlook mirrors that on Türkiye as well as S&P's
expectations that Ford Otosan's FFO to debt will remain in the
20%-30% range through 2026 and that it will continue to generate
most of its earnings in Türkiye.

S&P could lower its rating on Ford Otosan in the next 12 months
if:

-- S&P lower its foreign sovereign rating on Türkiye to 'B+' and
simultaneously lower its SACP on Ford Otosan to 'b+' because of
higher leverage, either from the shareholder-friendly financial
policy or from macroeconomic deterioration in Türkiye and weaker
cash generation than currently anticipated; or

-- S&P lower its foreign currency sovereign rating on Türkiye to
'B+' and Ford Otosan fails to pass our sovereign default and
transfer and convertibility (T&C) stress tests because of a weaker
liquidity position.

S&P said, "We see limited downside risks to Ford Otosan's ratings
absent an increase of sovereign-related ones. Any pressure on Ford
Otosan's financials (operating margins or leverage) would in our
view be offset by the expected extraordinary support that the
parent, Ford Motor Co., would likely provide in case of stress."

S&P could raise its rating on Ford Otosan in the next 12 months
if:

-- S&P raise its foreign currency sovereign credit rating on
Türkiye to 'BB' while it continues to view Ford Otosan as
strategically important to Ford Motor Co; or

-- S&P raises its SACP on Ford Otosan to 'bb' thanks to its FFO to
debt sustainably recovering to above 30%, a scenario that could
happen with a more conservative dividend policy, consistently
positive FOCF, and an adequate liquidity position allowing the
company to pass its sovereign default and T&C stress tests on
Türkiye; or

-- S&P estimates that Ford Otosan can sustainably generate more
than 30% of its total earnings outside Türkiye, from about 15%
currently, therefore somewhat reducing country risks.


ORDU YARDIMLASMA: Moody's Alters Outlook on 'B1' CFR to Stable
--------------------------------------------------------------
Moody's Ratings has affirmed Ordu Yardimlasma Kurumu (OYAK)'s
long-term corporate family rating of B1. The outlook was changed to
stable from positive.

RATINGS RATIONALE

Moody's affirmation of OYAK's B1 CFR reflects Moody's views that
the company's credit metrics remain well positioned within the
current rating category despite the weakening in OYAK's liquidity
profile. The stable outlook incorporates Moody's expectations that
the company will continue to work towards improving its liquidity
profile during the next 12-18 months, while maintaining a healthy
operating and financial performance across its strategic investment
portfolio.

The weakening in OYAK's liquidity profile follows weaker than
expected cash flow from operations as a result of lower dividend
proceeds from the company's core investments, higher member
payouts, delays in sales of OYAK's real estate development
projects, and ongoing reliance on short-term debt in the company's
capital structure, which increases its refinancing risk. OYAK
however does have significant sources of alternative liquidity in
the form of listed securities, which could be used to raise
additional liquidity if needed. The company has a track record of
successfully monetizing some of its investments, such as recent
divestitures across its cement business. In addition, OYAK's
governance framework allows the deferral of member payouts in the
event of significant unexpected cash demands from retired members.
This mechanism could help support OYAK's liquidity position,
although it is likely to be used only in cases of extreme liquidity
stress.

OYAK's rating remains supported by (1) large investment portfolio
of TRY 401 billion as of December 31, 2024 ($11.3 billion); (2) low
net leverage, with market value based leverage (MVL) of around 14%
as of December 31, 2024; (3) some ability to reduce or defer cash
distributions to retired members; and (4) sizable investment
portfolio offers significant alternative liquidity sources, which
could be tapped to raise additional funds if needed.

OYAK's rating also incorporates (1) weaknesses in liquidity with
available sources insufficient to cover debt maturities and planned
capital outflows over the next 18 months; (2) deterioration in FFO
interest coverage, which has averaged 0.5x between 2023-24, down
from 4.6x in 2022; (3)  high concentration of assets in Turkiye and
in cyclical industries with the three largest equity investments,
Eregli Demir ve Celik Fabrikalari T.A.S. (Erdemir, B2 stable), OYAK
Cimento Fabrikalari Anonim Sirketi and OYAK Renault Otomobil
Fabrikalari A.S. for around 41% of total portfolio value; and (4)
limited investment transparency because the remainder of the asset
portfolio is comprised of unlisted investments.

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

Positive rating pressure could arise if OYAK's liquidity profile
materially strengthens with structurally lower reliance on
short-term debt and FFO interest coverage ratio improves above 2.0x
on a sustained basis. This would also require no material
deterioration in the company's operating and financial performance
across its strategic investment portfolio.

Moody's would consider a downgrade of the rating if OYAK's
liquidity profile exhibits further material weakening and FFO
interest coverage ratio is sustained below 1.0x. In addition,
downward pressure could also arise if the company's operating and
financial performance across its strategic investment portfolio
deteriorates on a sustained basis.

The principal methodology used in this rating was Investment
Holding Companies and Conglomerates published in April 2023.

OYAK's grid-indicated outcome is Ba1. The three-notch difference
with the company's B1 CFR reflects the weakness in OYAK's liquidity
and exposure to Turkiye's operating environment that is captured by
the B1 sovereign rating.




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

BESPOKE CONNECTED: R2 Advisory Named as Administrators
------------------------------------------------------
Bespoke Connected Limited was placed into administration
proceedings in the High Court of Justice, Court Number:
CR-2025-002922, and Robert Horton of R2 Advisory Limited was
appointed as administrators on June 27, 2025.  

Bespoke Connected specialized in telecommunications.

Its registered office is c/o R2 Advisory Limited, St Clements
House, 27 Clements Lane, London, EC4N 7AE

Its principal trading address is at 4500 Parkway, Solent Business
Park, Whiteley, Fareham, PO15 7AZ

The joint administrators can be reached at:

          Robert Horton
          R2 Advisory Limited
          St Clement's House
          27 Clements Lane
          London EC4N 7AE

Further details contact:

         Tel: 020 7043 4190
         Email: enquiries@r2a.uk.com

Alternative contact: Fionnula Sheehan


CINCHONA TECHNOLOGIES: KR8 Advisory Named as Administrators
-----------------------------------------------------------
Cinchona Technologies Ltd was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in Leeds, Insolvency & Companies List (ChD), Court Number:
CR-2025-004507, and James Saunders and Michael Lennon of KR8
Advisory Limited were appointed as administrators on July 2, 2025.


Cinchona Technologies specialized in retail sale via mail order
houses or via Internet.

Its registered office is c/o KR8 Advisory Limited, The Lexicon,
10-12 Mount Street, Manchester, M2 5NT

Its principal trading address is at Aviation House, 125 Kingsway,
London WC2B 6NH

The joint administrators can be reached at:

           James Saunders
           Michael Lennon
           c/o KR8 Advisory Limited
           The Lexicon
           10-12 Mount Street
           Manchester, M2 5NT

For further details, contact:

           The Joint Administrators
           Email: caseenquiries@kr8.co.uk

Alternative contact:

           Elliot Franklin-Jones


COLLEGE HILL: Quantuma Advisory Named as Administrators
-------------------------------------------------------
College Hill Press Limited was placed into administration
proceedings in the High Court of Justice Business and Property
Courts of England and Wales, Court Number: CR-2025-004513, and
Michael Kiely and Andrew Andronikou of Quantuma Advisory Limited
were appointed as administrators on July 3, 2025.  

College Hill Press is into printing.

Its registered office is at Bishopstone, 36 Crescent Road,
Worthing, West Sussex, England, BN11 1RL (in the process of being
changed to c/o Quantuma Advisory Limited, 7th Floor, 20 St. Andrew
Street, London, EC4A 3AG)

Its principal trading address is at Units 18-20, Martlets Trading
Estate, Martlets Way, Goring-by-Sea, West Sussex, BN12 4HF

The joint administrators can be reached at:

         Michael Kiely
         Andrew Andronikou
         Quantuma Advisory Limited
         7th Floor, 20 St. Andrew Street
         London, EC4A 3AG
         
For further details contact:

          Darren Habgood
          Email: darren.habgood@quantuma.com
          Tel No: 020 3856 6720


COMPASS III: Moody's Affirms 'B3' CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Ratings affirmed the B3 corporate family rating and the
B3-PD probability of default rating of Compass III Limited (Awaze),
a leading European manager of holiday rentals, and the B3 ratings
of the existing backed senior secured bank credit facilities
borrowed by Awaze Limited and Compass Bidco B.V. The outlook on all
entities was changed to negative from stable.

RATINGS RATIONALE

The change in outlook to negative from stable reflects Awaze's
weakened performance in terms of EBITDA in 2024 and the twelve
months ending March 2025 (although the latter was also impacted by
the timing of Easter holiday). This earnings weakness stemmed
primarily from subdued consumer spending and unusually high
customer acquisition costs. These costs were driven by a surge in
spending on last-minute bookings mostly during Q3 2024, as demand
fell away in what would typically be the peak season for Awaze.
This unusual market dynamic forced the company to rely heavily on
online travel agencies (OTAs). Awaze also was not able to align its
pricing with the unusual delayed demand pattern. In addition, high
reliance on OTAs not only increased commission expenses but also
limited the company's ability to gather customer data, thereby
undermining its capacity to drive repeat bookings through direct
marketing.

Pressure on Awaze's earnings stretched its Moody's adjusted
financial metrics, such that its leverage measured as debt/EBITDA
rose to 11.5x for the last twelve months (LTM) ended Q1 2025.
However, Moody's expects a measure of improvement to 9.7x by the
end of the year. Additionally, Awaze's EBITDA coverage was low at
0.7x in LTM Q1 2025, with a projected increase to 1.3x in 2025.

Following the challenging environment in 2024 when Awaze was not
able to capitalize fully on the proprietary technology platform it
had built out, the company brought on board a new Chief Technology
Officer and a new Chief Growth Officer to drive direct marketing
efforts and reduce customer acquisition costs.  The company is
relying on its new pricing initiatives fueled by the underlying
technology to help stabilise its operations and deliver future
growth through greater direct marketing efforts and more nimble
pricing.  Still, the success of this strategy and its impact on
performance remain to be seen.

Also positively, the company's limited fixed asset base has helped
it maintain largely neutral free cash flow despite its weakened
performance. Additionally, Awaze benefits from adequate liquidity
and faces no significant debt maturities until 2028, when both its
revolving credit facility (RCF) and term loan B (TLB) are due.

The B3 CFR, which was affirmed, continues to positively reflect (1)
Awaze's good position in the fragmented rental agency market with
broad service offerings; and (2) the company's adequate liquidity
supported by structurally negative working capital. Offsetting
these credit strengths, the rating also incorporates (1) uncertain
demand evolution; (2) untested marketing strategy; and (3) an
already stretched credit profile.

LIQUIDITY

Awaze's liquidity is adequate with EUR106 million of cash and full
availability on its EUR75 million revolver, as of March 31, 2025.
The company's cash flows are very seasonal with cash build-up in
the first half of the year as reservations are being made and
deposits collected. This cash is then depleted as services are
provided to customers primarily in the second half of the year.

STRUCTURAL CONSIDERATIONS

The B3 ratings of the backed senior secured bank credit facilities
are in line with the company's B3 CFR because the company's capital
structure is all senior and pari passu.

RATING OUTLOOK

The negative outlook reflects Moody's expectations that the
company's credit profile will remain weakened for some time
although it will gradually strengthen its leverage and coverage as
its new direct marketing and pricing efforts bear fruit.  Moody's
expects Awaze to make good progress on its new marketing efforts in
the 2025 summer season such that the company achieves positive
year-over-year results in its third quarter. Moody's also
anticipates close to breakeven free cash flow (FCF) in the next 12
months while maintaining adequate liquidity at all times. The
outlook could return to stable if Awaze demonstrates measurable
success of its direct marketing efforts and boosts its credit
metrics

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

The negative outlook indicates that a ratings upgrade is unlikely
over the next 12-18 months. However, the ratings could be upgraded
over time if Awaze builds a track record of growth in revenues and
earnings. Quantitatively, a ratings upgrade would require the
company to maintain Moody's adjusted debt/EBITDA sustainably below
5.5x along with a consistently positive free cash flow generation
and a Moody's adjusted EBITA/interest above 1.5x.

The ratings could be downgraded as a result of slower than
anticipated demand or higher costs leading to a material
deterioration in credit metrics and liquidity. Failure to
demonstrate progress on the new marketing strategy over the 2025
summer season, as well as longer-term operational difficulties
resulting in slow EBITDA growth or persistently negative free cash
flow generation could also lead to a ratings downgrade.

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

The B3 CFR is positioned two notches higher than the scorecard
outcome for Awaze for the twelve months ended March 2025 based on
the Business and Consumer Services methodology due to the recent
weakness in the company's performance which Moody's expects to
improve gradually on the back of the new marketing strategy.

COMPANY PROFILE

Awaze is one of the leading managed vacation and rental parks
groups in Europe with over 3,000 employees and a presence in 20
countries offering 110,000 accommodation choices that receive over
six million holiday makers every year. For the twelve months ending
March 2025, Awaze generated over EUR380 million of net revenues.


ELVIS UK: Moody's Assigns 'B2' Corp. Family Rating, Outlook Stable
------------------------------------------------------------------
Moody's Ratings has assigned a B2 long-term corporate family rating
and a B2-PD probability of default rating to Elvis UK MidCo Limited
("Restaurant Brands Europe", "RBE" or "the company"), the parent
company of Restaurant Brands Europe, S.A.U., the master franchisee
of the Burger King brand in Spain and Portugal, Popeyes in Spain
and Italy and Tim Hortons in Spain.

Concurrently, Moody's have assigned B2 ratings to the proposed
EUR1,098 million backed senior secured term loan B (TLB) due 2031
and the EUR150 million backed senior secured revolving credit
facility (RCF) due 2027, both to be borrowed by the company's
subsidiary Elvis UK HoldCo Limited. The outlook on both entities is
stable.

On July 09, 2025, the company launched an A&E on its existing
EUR898 million senior secured term loan B due 2028 to extend the
maturity until 2031 and upsize the TLB by EUR200 million to fund a
shareholder distribution and cover transaction fees and expenses.

"The rating reflects Burger King brand's strong international
recognition, consistent sales growth, high starting leverage and
limited FCF generation expected in the next 12-18 months," says
Fernando Galeote, a Moody's Ratings Analyst and lead analyst for
RBE.

"The rating is initially weakly positioned following the dividend
recapitalization, but Moody's expects that the company's metrics
will improve in the next 12-18 months driven by solid revenue and
EBITDA growth," adds Mr Galeote.

RATINGS RATIONALE

The B2 CFR is supported by: (1) the long international track record
and global awareness of the Burger King brand, for which the
company acts as the exclusive master franchise in the large market
comprising the Iberian Peninsula; (2) its high-quality real estate
portfolio, consistent track record of positive like-for-like sales
growth outpacing the overall QSR market, and ability to expand its
restaurant network; (3) the company's sustained efforts to improve
profitability supported by cost efficiency measures; and (4) a
system of checks and balances set forth in the company's master
franchise agreement and shareholders' agreement, including minority
shareholder's veto right on debt incurrence and significant
debt-financed acquisitions.

Conversely, the rating is constrained by: (1) the company's limited
geographic and concept diversification, with the Burger King
network in Spain accounting for almost 70% of the company's owned
stores; (2) its high initial leverage, with Moody's-adjusted
debt/EBITDA at 5.7x as of the last twelve months ending June 2025,
pro forma for the transaction, and Moody's expectations of muted
free cash flow generation in the coming years; (3) exposure to
input costs in the Spanish QSR market, which can negatively affect
its profitability; and (4) event risk linked to the potential
acquisition of major franchisees given its acquisitive
track-record, although partially mitigated by the shareholders'
maximum leverage policy.

Moody's expects that the company's revenue will increase by around
15% in 2025 to EUR1,509 million, pro forma for the acquisition of
10 franchise restaurants in Spain, and by around 8% in 2026 to
EUR1,625 million. Moody's expects Same-Store Sales to grow at
around 3% and close to 80 new openings a year, an ambitious
expansion plan that requires significant capex.

Moody's expects Moody's-adjusted EBITDA to increase by around 13%
in 2025 to EUR308 million and by around 9% in 2026 to EUR335
million. Moody's forecasts Moody's-adjusted EBITDA margins will
remain in line with 2024 at around 21% in the next 12-18 months,
despite raw material price inflation, supported by operating
leverage and certain operational efficiencies implemented by the
company in the past few years. As a result, Moody's forecasts
Moody's-adjusted debt/ EBITDA to decrease to around 5.0x by 2026.

Moody's forecasts FCF to be marginally negative in 2026 due to the
elevated CAPEX needs linked to the expansion plan. Additionally,
Moody's expects interest coverage, measured as Moody's-adjusted
EBIT/ Interest expense, to approach 1.3x by 2025 and to remain at
that level in 2026.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Governance risks as per Moody's ESG framework were considered key
rating drivers of this rating assignment. The assigned CIS-4
indicates that the rating is lower than it would have been if ESG
risk exposures did not exist and is mainly driven by governance
considerations, such as its controlled ownership, as the company is
70.5% owned by funds managed by Cinven. It also reflects the
company's financial policy, characterized by a high tolerance for
leverage and an ambitious organic growth strategy that will lead to
negative free cash flow generation in the next 12-18 months.

LIQUIDITY

RBE's liquidity is good. Pro forma for the transaction, the company
will have a cash balance of EUR25 million and full availability
under its EUR150 million RCF due in 2027, with ample headroom under
the springing covenant of senior secured net leverage not exceeding
9.7x, tested when the facility is more than 40% drawn. Moody's
expects that the company's cash balance will remain at around EUR30
million in 2025 and 2026 while it will need to draw on the RCF to
partially fund the expansion plan.

STRUCTURAL CONSIDERATIONS

The B2 ratings of the EUR1,098 million backed senior secured term
loan B and the EUR150 million backed senior secured RCF, both
borrowed by Elvis UK HoldCo Limited, are in line with the CFR,
reflecting the fact that these two instruments rank pari-passu and
represent substantially all the company's financial debt. These
instruments benefit from pledges over the shares of the borrower
and guarantors as well as bank accounts and intragroup receivables
and are guaranteed by the group's operating subsidiaries
representing at least 80% of the consolidated EBITDA. Moody's
considers the security package to be weak, in line with Moody's
approach for share-only pledges.

COVENANTS

Moody's have reviewed the marketing draft terms for the new credit
facilities. Notable terms include the following:

Guarantor coverage will be at least 80% of consolidated EBITDA
(determined in accordance with the agreement) and include all
companies representing 5% or more of consolidated EBITDA. Security
will be granted over key shares, bank accounts and receivables.

Unlimited pari passu debt is permitted up to a senior leverage
ratio of 4.80x, and unlimited total debt is permitted subject to a
5.80x total leverage ratio. Unlimited distributions are permitted
if pro forma total leverage is 3.55x or lower (3.80x if paid from
retained cash). Repayment of asset sale proceeds is not subject to
a leverage condition.

Adjustments to consolidated EBITDA include the full run rate of
cost savings and synergies believed to be realisable within 24
months of the test period, capped at 20% of consolidated EBITDA for
purchase synergies, sale synergies and group initiatives.

The proposed terms, and the final terms may be materially
different.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's views that the company's
Moody's-adjusted debt/EBITDA will gradually decline to around 5.0x
in the next 12-18 months and that its interest coverage, measured
as Moody's-adjusted EBIT/ Interest, will gradually improve to a
level more commensurate with the B2 rating category. The outlook
assumes that the company will not pursue any large scale debt
funded M&A and that the company will maintain at least an adequate
liquidity at all times.

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

RBE's ratings could be upgraded if it: (1) further increases its
scale and enhances its business profile, including via the rollout
of the Popeyes network; (2) reduces its Moody's-adjusted
debt/EBITDA below 4.5x on a sustainable basis; (3) generates
sustainable positive free cash flow; and (4) maintains at least
adequate liquidity.

The ratings could be downgraded if the company's: (1)
Moody's-adjusted debt/EBITDA increases above 5.5x in the next 12-18
months, as a result of negative like-for-like sales evolution,
erosion of profit margins or significant debt-financed
acquisitions; (2) free cash flow remains negative on a sustained
basis; (3) fails to improve its interest coverage ratio, with an
EBIT/Interest ratio below 1.25x; or (4) its liquidity
deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Restaurants
published in August 2021.

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 Madrid, RBE is one of the leading quick service
restaurant companies in Spain. The company is the master franchisee
of the Burger King brand in Spain, Portugal, Gibraltar and Andorra,
as well as of the Popeyes brand in Spain and Italy, and Tim Hortons
brand in Spain. As of December 2024, the company operated a network
of 1,052 restaurants, including 727 Burger King restaurants in
Spain and 186 in Portugal, 131 Popeyes restaurants in Spain and 2
in Italy and 5 coffee shops under the Tim Hortons brand,
complemented by 308 franchised restaurants, mostly under the Burger
King brand. As of December 2024, the company generated
management-reported revenue and Moody's-adjusted EBITDA post-leases
of EUR1,259 million and EUR272 million, respectively. The company
is 70.5% owned by funds managed by Cinven, 18.7% by reinvesting
shareholders and management and 10.8% by 1011778 B.C. Unlimited
Liability Company (Ba3 stable) via Burger King Europe GmbH.


ELVIS UK: S&P Affirms 'B' ICR on Dividend Recap, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
and first-lien debt rating on Elvis UK Holdco. S&P also assigned
its 'B' issue rating to the proposed EUR200 million term loan B
(TLB) add-on, in line with the existing TLB.

The stable outlook reflects that high revenue growth, fueled
primarily by rapid store expansion, and a sound S&P Global
Ratings-adjusted EBITDA margin of 21%-23% should enable RBE to
maintain adjusted debt to EBITDA below 5.5x in 2025, and that FOCF
after lease payments should turn positive in 2026, despite high
capex.

Elvis UK Holdco, parent of Restaurant Brands Europe (RBE), plans to
issue a EUR200 million term loan B (TLB) add-on to finance a
dividend distribution to shareholders. As part of the transaction,
the group will also extend the maturity of its total EUR1,098
million TLB (including the EUR200 million add-on) to 2031 from
2028.

RBE's current financial headroom allows the group to absorb the
increase in debt levels after the transaction, with adjusted debt
to EBITDA projected to be about 5.4x in 2025 and below 5x in 2026.

Solid growth will allow RBE to absorb the increase in debt arising
from the proposed transaction, with adjusted leverage projected at
5.4x at year-end 2025. The EUR200 million dividend distribution and
related transaction fees will be funded through an equivalent
incremental TLB add-on. As part of the transaction, the group will
also extend the maturity of its EUR1,098 million TLB (including the
EUR200 million add-on) to October 2031 from October 2028. The
additional debt will bring the group's total S&P Global
Ratings-adjusted debt to close to EUR1.25 billion, including about
EUR140 million of local credit lines and business combinations
debt. Notwithstanding the higher debt amount, S&P expects adjusted
debt to EBITDA of 5.4x at the end of 2025, in line with 2024's
leverage, comfortably below our 6.0x downside trigger for the
rating and gradually decreasing to around 4.8x in 2026 on the back
of good EBITDA build-up.

The ramp-up of the new stores including acquisitions will continue
supporting market share gains as well as robust top line and EBITDA
growth in the next 24 months. S&P said, "We expect the group will
report revenue growth of about 12% year-on-year in 2025 driven by
the ramp-up of about 90 store openings in 2024 and about 70 stores
throughout 2025. These are on top of the acquisition of the
franchised network Alsea, comprising 53 stores, and the recently
signed 10 additional stores. The group is following a rapid
expansion strategy to fill white space to better compete with
longer-established peers like McDonald's for Burger King and like
Kentucky Fried Chicken for Popeyes. Despite slightly weaker
consumer confidence, this expansion effort is bearing fruit, as
both brands have gained market share compared to 2023 (an increase
of 20 basis points [bps] for Burger King and 40bps for Popeyes
according to the company), supported by the brands' wide spectrum
offering, from the value menu to more premium options, targeting
different customer demographics. As a result, S&P forecasts revenue
to stand at EUR1.43 billion in 2025 from EUR1.28 billion in 2024
and to further expand to EUR1.59 billion in 2026.

Concurrently, the group is developing a staffing tool, which
enables quicker adjustment of labor to ongoing needs, while also
outsourcing its home delivery service to third parties while
increasing local sourcing. As a result of these cost efficiencies,
we anticipate S&P Global Ratings-adjusted EBITDA will rise to
EUR317 million in 2025 and to EUR360 million in 2026, up from
EUR271 million in 2024, resulting in a progressive margin
improvement within 22%-23% over the next 24 months, compared to the
reported 21.2% in 2024.

S&P said, "While FOCF after leases will remain negative in 2025
because of high expansion capex, we think it should turn positive
at about EUR13 million in 2026. Given that RBE is developing
through company-owned stores, we forecast capex to stand at 10%-12%
of total revenue in the next two years, absorbing a significant
portion of free cash flow generation. We expect capex to reach
about EUR168 million in 2025 and to slowly decrease in the coming
years following a slightly less intensive openings plan, with no
acquisitions in the pipeline. As a result, we forecast negative
FOCF after leases of about EUR27 million in 2025, from negative
EUR60 million in 2024 (notably impacted by EUR35 million of asset
acquisitions included in capex), and positive EUR13 million in
2026. We note that growth capex could be cut or delayed if needed,
although we do not expect this in our base-case scenario, because
the company has adequate liquidity thanks to its cash reserves and
full availability under its EUR150 million revolving credit
facility (RCF). While the majority of planned openings in the
company's business plan are contractually agreed under the master
franchise agreements with RB International, it is worth noting that
the share of discretionary openings (over the minimum thresholds
agreed) is higher than in previous periods. When excluding all
expansion capex, FOCF after leases would likely stand positive at
EUR90 million-EUR120 million in 2025-2026.

"The stable outlook reflects that high revenue growth, fueled
primarily by rapid store expansion, and a S&P Global
Ratings-adjusted EBITDA margin of 21%-23% should translate in
adjusted debt to EBITDA remaining close to 5.5x in 2025. At the
same time, negative FOCF after lease payments will turn positive
from 2026, despite still-elevated expansion capex.

"We could lower the rating over the next 12 months if RBE's
operating performance and credit metrics deteriorated due to a less
successful expansion plan than anticipated or because of continuing
large debt-funded acquisitions." This would occur if:

-- S&P Global Ratings-adjusted leverage ratio surpasses 6.0x for a
prolonged period; or

-- The group's FOCF after leases remains materially negative over
the forecast period and is financed through drawing on the RCF,
depleting the group's liquidity.

S&P could raise the rating over the next 12 months if RBE executes
its expansion plan ahead of our expectations, translating into S&P
Global Ratings-adjusted debt to EBITDA declining comfortably below
5x, and FOCF after leases turns structurally and materially
positive. Rating upside would also hinge on the group's financial
policy being consistent with sustaining the improved credit
metrics.


ETRUX LIMITED: Creditors Meeting Set for July 24
------------------------------------------------
Pursuant to Paragraph 52 of Schedule B1 of the Insolvency (Northern
Ireland) Order 1989, an initial meeting of the creditors of Etrux
Limited will be held at the Law Society of Northern Ireland, Law
Society House, 96 Victoria Street, Belfast, BT1 3GN on July 24,
2025 at 10:00 a.m.

The purpose of the meeting is to consider the Joint Administrators'
proposals and to decide whether to form a Creditors' Committee, and
if one is not formed, to seek resolutions fixing the basis of the
Joint Administrators’ remuneration and expenses,
pre-administration costs and category 2 disbursements.

Creditors wishing to vote at the meeting must ensure that their
proxy forms, together with a full statement of claim, are received
via email to mmclean@keenancf.com or forwarded to the offices of
Keenan CF, 10th Floor Victoria House, 15-17 Gloucester Street,
Belfast, BT1 4LS, not later than 12:00 noon on the business day
before the meeting.

               About Etrux Limited

Etrux Ltd was placed into administration proceedings in the High
Court of Justice in Northern Ireland Chancery Division (Company
Insolvency), No 29541 of 2025.  Scott Murray and Ian Davison of
Keenan Corporate Finance Ltd were appointed as administrators on
May 19, 2025.  


EXMOOR FUNDING 2025-1: Moody's Assigns B1 Rating to Class X Notes
-----------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to Notes issued by
Exmoor Funding 2025-1 Plc:

GBP195.65M Class A Mortgage Backed Floating Rate Notes due March
2095, Definitive Rating Assigned Aaa (sf)

GBP9.245M Class B Mortgage Backed Floating Rate Notes due March
2095, Definitive Rating Assigned Aa3 (sf)

GBP5.16M Class C Mortgage Backed Floating Rate Notes due March
2095, Definitive Rating Assigned A3 (sf)

GBP1.72M Class D Mortgage Backed Floating Rate Notes due March
2095, Definitive Rating Assigned Baa3 (sf)

GBP1.935M Class E Mortgage Backed Floating Rate Notes due March
2095, Definitive Rating Assigned Ba1 (sf)

GBP1.29M Class F Mortgage Backed Floating Rate Notes due March
2095, Definitive Rating Assigned Ba3 (sf)

GBP6.45M Class X Floating Rate Notes due March 2095, Definitive
Rating Assigned B1 (sf)

Moody's have not assigned ratings to the Residual Certificates.

RATINGS RATIONALE

The Notes are backed by a static pool of owner-occupied prime
borrowers aged 50-90+ years old located in the UK and originated by
LiveMore Capital Limited. This represents the second securitisation
by the originator, a lender which is unrated by us. LiveMore
Capital Limited specializes in later life lending to borrowers aged
50 to 90+, who are generally underserved by mainstream lenders.

The portfolio of assets consists of 1,132 mortgage loans with a
current balance of approximately GBP197.8 million as of May 31 pool
cutoff date. Its weighted average current loan-to-value (WACLTV)
ratio is 51% as adjusted by us and the WA borrower age is 66.8
years. The pool comprises of 56% traditional interest-only (IO)
mortgages, 29% retirement interest-only (RIO) mortgages without a
specified maturity date and 15% are annuity mortgages. There will
be a pre-funding period between the issue date up to the first
interest payment date, which could see the pool increase up to
GBP215 million, in line with pre-funding criteria.

The RIO mortgage maturity date is the earlier of the specified life
events (1) sale of the property, (2) death of the borrower, or of
the last living of two co-borrowers (mortality event) and (3) the
borrower or both borrowers as the case may be, moving into
long-term care (morbidity event). Moody's estimates the probability
of maturity of each RIO mortgages in each year by taking into
account mortality and morbidity events. Moody's mortality
assumptions are based on the Institute of Actuaries Immediate
Annuitant Mortality Tables as of 2002 adjusted by ONS data
mortality improvement factors since 2002. For loans that have joint
obligors, Moody's calculates the mortality rate for the couple,
which is the joint probability of the death of both obligors.
Moody's have used market benchmarking data to derive morbidity
assumptions.

100% of the pool comprises fixed interest rate loans with a
weighted average reset date of approximately 6 years. All loans
will reset to floating interest rate equal to the LiveMore Capital
Limited standard variable rate (LSVR) plus a contractual margin.
Non-payment of the monthly interest due on the RIO loans is an
event of default on the mortgage and the servicer has recourse to
the borrowers' estates. A fixed to floating swap will mitigate the
interest rate mismatch between the fixed rate loans and the
floating rate notes.

The Reserve Fund will be initially funded by notes notional to 0.5%
of the asset pool balance at closing and will be further funded by
principal collections to 1.25% of the asset pool balance on the
first interest payment date after closing. The credit enhancement
for the Class A Notes will be 1.25%. This reserve fund will be
available to cover senior expenses and interest on Class A. The
total credit enhancement for the Class A Notes will be 10.25%.

According to us, the transaction benefits from various credit
strengths such as a granular portfolio, low LTV, full valuations
and an amortising liquidity reserve sized at 1.25% of the pool
balance. However, Moody's notes that the transaction features some
credit weaknesses such as a new unrated originator and servicer,
unrated delegated servicer without a back-up servicer appointed at
closing, limited historical data on RIO mortgages, low seasoning
and higher exposure to vulnerable borrowers that might increase the
time to foreclosure. Additionally, the nature of the later life
lending products makes income affordability assessments complex.
Various mitigants have been included in the transaction structure
such as (1) delegation of day-to-day servicing to Pepper (UK)
Limited (unrated), (2) a continuing servicing agreement between
Pepper (UK) Limited and the issuer, (3) a back-up servicer
facilitator CSC Capital Markets UK Limited (unrated), (4) reserve
fund to cover 3 months of senior expenses and interest on Class A
and (5) independent cash manager and estimation language in order
to ensure continuity of payments in case of a servicer interruption
event.

The borrowers pay into the servicer collection account at National
Westminster Bank Plc (A1/P-1 deposit rating). There is a
declaration of trust over the collection account and a trigger to
replace the collection account bank should its deposit rating fall
below A2/P-1. In addition, the funds are swept every 5 days into
the issuer account bank. Moody's have not modelled commingling
risk.

Moody's determined the portfolio lifetime expected loss of 1.3% and
MILAN Stressed Loss of 9.0% related to borrower receivables. The
expected loss captures Moody's expectations of performance
considering the current economic outlook, while the MILAN Stressed
Loss captures the loss Moody's expects the portfolio to suffer in
the event of a severe recession scenario. Expected loss and MILAN
Stressed Loss are parameters used by us to calibrate its lognormal
portfolio loss distribution curve and to associate a probability
with each potential future loss scenario in the ABSROM cash flow
model to rate RMBS.

Portfolio expected loss of 1.3%: This is in line with the United
Kingdom RMBS sector and is based on Moody's assessments of the
lifetime loss expectation for the pool taking into account: (i) the
portfolio characteristics, including WACLTV of 51% and longer
recovery lag due to exposure to potentially vulnerable borrowers;
(ii) absence of historical data from the new originator and on the
RIO product; (iii) benchmarking to other transactions with high
exposure to IO loans and complex income borrowers; and (iv) the
current macroeconomic environment in the UK.

MILAN Stressed Loss of 9.0%: This is in line with the United
Kingdom RMBS sector average and follows Moody's assessments of the
loan-by-loan information taking into account the following key
drivers: (i) collateral pool characteristics including 51% WACLTV,
IO repayment of the loans, some borrower concentration with the top
20 borrowers representing 11.4% of the pool, high exposure to
pensioner and self-employed employment status of the borrowers,
full valuation of the properties and the borrowers' option to
request a one off six-month payment holiday in certain
circumstances; and (ii) small and new originator with limited
historical book performance.

This mortgage transaction is exposed to social risks related to
demographic and social trends. In particular, mortality rates are a
key rating driver of this asset class, as are trends related to the
timing of when borrowers move to long-term care facilities
(morbidity events).

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations" published in October 2024.

The analysis undertaken by Moody's at the initial assignment of
ratings for an RMBS security may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

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

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of (a) servicing or cash management interruptions and (b) the risk
of increased swap linkage due to a downgrade of a swap counterparty
ratings; (ii) significantly worse than expected performance of the
pool, and (iii) economic conditions being worse than forecast
resulting in higher arrears and losses.


EXMOOR FUNDING 2025-1: S&P Assigns CCC(sf) Rating on X-Dfrd Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Exmoor Funding
2025-1 PLC's class A and B-Dfrd to X-Dfrd notes. At closing, Exmoor
Funding 2025-1 also issued unrated residual certificates.

This is an RMBS transaction that securitizes a portfolio of
retirement interest-only (RIO), term interest-only (TIO), and
repayment owner-occupied mortgage loans secured on U.K. properties.
The completed mortgage portfolio is approximately GBP197.8 million
as of May 31, 2025. LiveMore Capital Ltd. originated the loans.

The issuer used the issuance proceeds to purchase the full
beneficial interest in the mortgage loans from the seller at
closing. It has granted security over all its assets in the
security trustee's favor.

S&P considers the collateral to be prime, based on the originator's
conservative lending criteria and that very few of the loans are in
arrears or related to borrowers with adverse credit history.

Compared to the issuer's previous transaction, Exmoor Funding
2024-1 PLC, the proportion of RIO loans is lower (28.80% vs.
63.75%), while the share of TIO and capital and interest loans is
higher. TIO loans now represent the largest portion, at 56.41%.

Another notable difference is the presence of prefunding of loans
of up to 8% of the collateralized notes' balance, which will take
place up to Sept. 15, 2025. If these loans are not purchased, any
unused prefunding amount will pay down the collateralized notes pro
rata.

Credit enhancement for the rated notes comprises subordination and
excess spread.

Counterparty, operational, or structured finance sovereign risks do
not constrain the ratings. S&P considers the issuer to be
bankruptcy remote.

  Ratings

  Class     Rating    Amount (mil. GBP)

  A         AAA (sf)     195.65
  B-Dfrd    AA (sf)       9.245
  C-Dfrd    A (sf)         5.16
  D-Dfrd    BBB+ (sf)      1.72
  E-Dfrd    BB+ (sf)      1.935
  F-Dfrd    CCC+ (sf)      1.29
  X-Dfrd    CCC (sf)       6.45
  Residual certs   NR       N/A

  NR--Not rated.
  N/A--Not applicable.


FRONERI INTERNATIONAL: Moody's Cuts CFR & Senior Secured Debt to B1
-------------------------------------------------------------------
Moody's Ratings has downgraded Froneri International Limited's
(Froneri of the company) long-term corporate family rating to B1
from Ba3, its probability of default rating to B1-PD from Ba3-PD
and the instrument rating on the company's senior secured revolving
credit facility due 2031 to B1 from Ba3. Concurrently, Moody's have
downgraded the instrument ratings for the EUR2,000 million senior
secured first lien term loan B3 due 2031 borrowed by Froneri Lux
FinCo SARL and the $2,775 million senior secured term loan B4 due
2031 borrowed by Froneri US, Inc to B1 from Ba3. The outlook on all
entities remains stable.

Moody's have also assigned B1 instrument ratings to the new (i)
EUR1,000 senior secured term loan B5 due 2032 borrowed by Froneri
Lux FinCo SARL; and (ii) EUR1,900 million equivalent USD senior
secured term loan B6 due 2032 co-borrowed by Froneri US, Inc. and
Froneri Lux FinCo SARL The proceeds from the new term loans,
alongside the additional issuance of EUR1.0 billion-equivalent of
other senior secured debt and EUR540 million of cash on balance
sheet, will be used to fund a EUR4.4 billion distribution to
shareholders, as well as funding transaction fees and expenses.

RATINGS RATIONALE      

The downgrade of the CFR to B1 from Ba3 reflects the deterioration
of Froneri's credit profile following the addition of approximately
EUR3.9 billion of debt to fund an extraordinary dividend to
shareholders in connection with the proposed Continuation Vehicle
transaction for PAI. Although Moody's views a transaction as
exceptional, the higher debt quantum relative to the outstanding
debt levels as of the end of 2024 results in a stark deterioration
in the company's key credit metrics with a proforma
Moody's-adjusted debt/EBITDA ratio of 6.9x, from 3.8x in 2024, and
a Moody's-adjusted EBITA/Interest expense ratio of approximately
1.9x from 2.7x.

The B1 CFR also reflects Moody's expectations that Froneri will be
able to reduce its leverage with its Moody's-adjusted debt/EBITDA
towards 6.5x by the end of 2026 as a result of continued
improvement in operating performance driven by 'premiumisation' and
meaningful pricing actions, as well as additional operational
efficiencies and procurement savings. Despite the increased
interest cost resulting from the additional debt, Moody's expects
that free cash flow will continue to be material (approximately
EUR400-450 million in 2026) and that the company will not
distribute any cash to its shareholders before the end of 2027. On
the other hand, Moody's do not forecast that the generated free
cash flow will be used towards debt repayments (beyond the
mandatory debt repayments under the USD-denominated term loans),
being used instead towards the rebuild of the company's cash
balances or bolt-on acquisitions.

Governance considerations were a key driver of the rating actions.
The company's decision to pay a large dividend results in a
material increase in leverage that has materially weakened
Froneri's credit profile.

Froneri's operating performance continued to improve in 2024, with
revenue and company-reported EBITDA increasing respectively by 4.5%
and 23%, from the prior year. While the topline growth was driven
by higher volumes, increased prices and positive sales-mix effects,
the company's company-reported EBITDA margin also improved
significantly in 2024 (to 21.5% from 18% in 2023) due to
'premiumisation' and efficiency improvements. Moody's expects
momentum in operating performance to persist over the next 12 to 18
months, as a result of continued pricing actions, premiumisation,
and cost savings from production efficiencies and further
procurement initiatives.

Froneri's B1 CFR also reflects the company's (i) track record of
EBITDA growth and successful integration of acquisitions; (ii) good
scale and geographic diversification; (iii) leading position in
both branded and private label products; and, (iv) good liquidity.

However, the CFR is constrained by (i) product concentration in the
highly competitive ice cream market; (ii) exposure to demand
volatility stemming from changes in disposable income, customer
preferences, unpredictable summer weather and retailer promotional
activity; and (iii) potential margin volatility due to exposure to
ongoing changing input costs.

ESG CONSIDERATIONS

Froneri's CIS-4 indicates the rating is lower than it would have
been if ESG risk exposures did not exist. The score mainly reflects
the recent very material increase in leverage, which Moody's
expects to persist for a significant period of time, to fund a
large extraordinary payment to its shareholders. More positively,
the company also benefits from a track record of strong
improvements in operating performance and profitability, as well as
around 46% ownership by Nestlé S.A. (Nestlé).

LIQUIDITY

Froneri's liquidity remains good. After the transaction closes, the
company will have over EUR275 million of cash on balance sheet and
access to a fully undrawn EUR1.0 billion revolving credit facility
(RCF) that matures in 2031. Additionally, Moody's forecasts that
liquidity will also be supported by material positive free cash
flow generation over the next 12-18 months. The RCF contains a
leverage-based springing covenant tested if the facility is drawn
more than by 40% and for which Moody's expects there to be
comfortable headroom.

STRUCTURAL CONSIDERATIONS

Froneri International Limited, the CFR-level entity, is the top
company within the restricted group in relation to the senior
secured financing. The company is a direct subsidiary of Froneri
Limited, which is 100% owned by Froneri Lux Topco S.à.r.l., the
top entity of the Froneri JV. The capital structure is made up of
EUR7.4 billion-equivalent Term Loan B debt and the EUR1,000 million
RCF (upsized from EUR650 million as part of the transaction) which
are rated B1 in line with the CFR, and EUR1.0 billion-equivalent of
other senior secured debt.

In December 2023, the $600 million that Nestlé provided as a
shareholder loan as part of the Nestlé USA transaction, and that
had been pushed down into the restricted group as an intragroup
loan, were converted into preference shares.

COVENANTS

Moody's have reviewed the marketing draft terms for the new credit
facilities. Notable terms include the following:

Guarantor coverage will be at least 80% of consolidated EBITDA
(determined in accordance with the agreement) of wholly-owned
members of the group incorporated in guarantor jurisdictions
(United Kingdom, France, Germany, Australia, New Zealand,
Switzerland, the United States (including any state or commonwealth
thereof and the District of Columbia) and the jurisdiction of any
borrower

Security will be granted over all-assets in UK (except the Company)
and US, a floating charge over the assets of the Company plus
certain key shares, bank accounts and intra-group receivables.

Incremental facilities are permitted up to 100% of EBITDA.
Unlimited pari passu debt is permitted if the senior secured net
leverage ratio (SSNLR) less than 5.25x. Unlimited second lien debt
is permitted if the secured net leverage ratio (SNLR) less than
6.0x. Unlimited total debt is permitted subject to a 2.0x fixed
charge coverage ratio.

Unlimited restricted payments are permitted if the SSNLR is less
than 5.25x; or 5.75x where 100% funded from available amounts.
Unlimited prepayment of subordinated debt if the SSNLR is less than
5.25x; or 5.75x where 100% funded from available amounts. Unlimited
permitted investments if the SSNLR is less than 5.25x; or 5.5x
where 100% funded from available amounts.

Asset sale proceeds are only required to be applied in full where
SSNLR is 5.25x or greater and EBITDA does not decrease by more than
25%. Adjustments to consolidated EBITDA include the full run rate
of cost savings and synergies arising from actions expected to be
taken and believed to be realisable within 24 months of the
relevant step being taken, uncapped.

The proposed terms, and the final terms may be materially
different.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that Froneri's
operating performance will continue to improve over the next 12-18
months. The stable outlook also reflects Moody's expectations that
Froneri's Moody's adjusted leverage will approach 6.5x by the end
of 2026 and that free cash flow generation remains materially
positive.

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

The ratings could be upgraded if operating performance improves
such that (i) Moody's-adjusted debt/EBITDA is well below 5.5x, (ii)
Moody's-adjusted EBITA/Interest Expense is above 2.5x, (iii) free
cash flow generation remains significantly positive, and (iv) the
company maintains at least good liquidity.

The ratings could be downgraded if the company's operating
performance fails to perform in line with Moody's expectations or
the company does not show a commitment to improve key credit
metrics, such that by the end of 2026 (i) Moody's-adjusted
Debt/EBITDA remains above 6.5x, (ii) Moody's-adjusted
EBITA/Interest Expense remains below 2.0x, and (iii)
Moody's-adjusted FCF/debt is below 5%. The ratings could also be
downgraded if the company's liquidity deteriorates to adequate
levels, or Nestlé's stake in the JV decreases.

PRINCIPAL METHODOLOGY

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

Froneri's B1 rating is positioned three notches below the Ba1
scorecard-indicated outcome. The difference reflects among other
factors, the significant expected deterioration of the company's
credit metrics resulting from the proposed transaction alongside
the product concentration risk in the competitive ice cream
market.

COMPANY PROFILE

Headquartered in the UK, Froneri is a JV between the former R&R
business (owned by PAI Partners) and Nestlé's (Aa3 stable) ice
cream and select frozen food business. Nestlé and R&R have a
long-standing relationship, with R&R operating Nestlé brands under
licences in the UK since 2001. The JV sells in 25 countries with
the US and Europe constituting the main geographies. Froneri is
also present in Latin America (Brazil and Argentina), Asia-Pacific
(Australia, New Zealand and the Philippines), and Middle East &
Africa (South Africa, Egypt and Israel), generating combined
revenue of EUR5.5 billion in 2024.


HERMITAGE 2025: DBRS Finalizes BB(high) Rating on Class E Notes
---------------------------------------------------------------
DBRS Ratings Limited finalized its provisional credit ratings on
the following classes of notes (collectively, the Rated Notes)
issued by Hermitage 2025 plc (the Issuer):

-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at BB (high) (sf)

Morningstar DBRS does not rate the Class F Notes also issued in
this transaction.

The credit ratings on the Class A Notes and Class B Notes address
the timely payment of scheduled interest and the ultimate repayment
of principal by the final maturity date. The credit ratings on the
Class C Notes, Class D Notes and Class E Notes address the ultimate
payment of scheduled interest (or timely when they are the most
senior class of notes outstanding) and the ultimate repayment of
principal by the final maturity date.

The credit ratings assigned to the Class C Notes and the Class D
Notes are each one notch higher than the provisional credit ratings
assigned, due to the inclusion of an additional receivables
eligibility criterion resulting in a higher yield assumption,
combined with lower coupons following the pricing.

The transaction is a securitization of a portfolio of equipment
hire purchase and finance lease receivables granted by Haydock
Finance Limited (Haydock, or the Seller) to borrowers incorporated
in England, Scotland, and Wales. Haydock will also act as the
initial servicer for the transaction (the Servicer).

CREDIT RATING RATIONALE

Morningstar DBRS based its provisional credit ratings on a review
of the following analytical considerations:

-- The transaction's structure, including form and sufficiency of
available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Rated Notes have been issued;

-- The credit quality of Haydock's portfolio, the characteristics
of the collateral, its historical performance, and the Morningstar
DBRS-projected behavior under various stress scenarios;

-- Haydock's capabilities with regard to originations,
underwriting, and servicing as well as its position in the market
and financial strength;

-- The operational risk review of Haydock, which Morningstar DBRS
deems to be an acceptable Servicer;

-- The transaction parties' financial strength with regard to
their respective roles;

-- The consistency of the transaction's legal structure with
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions" methodology; and

-- Morningstar DBRS' sovereign credit rating on the United Kingdom
of Great Britain and Northern Ireland, currently at AA with a
Stable trend.

TRANSACTION STRUCTURE

The transaction has a revolving period of nine months, during which
additional receivables may be purchased subject to eligibility
criteria and portfolio concentration limits.

Before the occurrence of an enforcement event, the Issuer applies
the available principal receipts in accordance with two separate
principal and interest priorities of payments. Prior to a
sequential amortization switch, principal is allocated on a pro
rata basis. Following a sequential amortization switch, principal
is allocated on a sequential basis. Once the amortization becomes
sequential, it cannot switch to pro rata. Sequential redemption
events include, among others, the breach of performance related
triggers on the principal deficiency ledger (PDL) and cumulative
default ratio, the Seller not exercising the call option, or a
shortage of the liquidity reserve required amount.

Available revenue receipts are available to cover principal
deficiencies, and, in certain scenarios, principal may be diverted
to pay interest on the most senior class of Rated Notes. The
principal-to-interest mechanism is designed to cover senior
interest shortfalls related to insufficient revenue receipts
available to cover senior expenses and fees, as well as interest on
the most-senior class of Rated Notes outstanding. Such
principal-to-interest reclassifications, along with any defaults,
are recorded on the applicable PDLs in a reverse-sequential order.

The transaction benefits from a liquidity reserve fund (LRF) split
into Class A/B, Class C, Class D, and Class E LRF ledgers. The
Class A/B LRF ledger is fully funded at closing through a
subordinated loan to 1.7% of the Class A and B Notes' balance and
includes a minimum level of 0.3% of the initial outstanding balance
of the Class A and B Notes. Following the redemption of the Class A
and Class B Notes, the other reserve ledgers will be funded through
excess spread up to 1.7% of their respective outstanding principal
balance.

COUNTERPARTIES

U.S. Bank Europe DAC, U.K. Branch has been appointed as the
Issuer's account bank for the transaction. Morningstar DBRS
privately rates U.S. Bank Europe DAC, U.K. Branch and concluded
that the bank meets the criteria to act in this capacity. The
transaction documents contain downgrade provisions relating to the
account bank consistent with Morningstar DBRS' criteria.

Citibank Europe plc, UK Branch has been appointed as the swap
counterparty for the transaction. Morningstar DBRS maintains a
public rating of AA (low) with a Stable trend on Citibank Europe
plc and considers the UK branch to meet the criteria to act in this
capacity. The hedging documents contain downgrade provisions
consistent with Morningstar DBRS' criteria.

Morningstar DBRS' credit rating on the Rated Notes addresses the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations of the Rated Notes are the related interest
and principal payments.

Notes: All figures are in British pound sterling unless otherwise
noted.


KENNELPAK LIMITED: BDO LLP Named as Administrators
--------------------------------------------------
Kennelpak Limited was placed into administration proceedings in the
High Court of Justice, Business and Property Courts of England and
Wales, Company & Insolvency List (ChD), Court Number:
CR-2025-004487 and Kerry Bailey and Mark Thornton were appointed as
administrators on July 3, 2025.  

Kennelpak Limited specialized in pet food wholesaler and
distributor.

Its registered office is at Palmer Drive, Bessell Lane, Stapleford,
NG9 7BW to be changed to C/O BDO LLP, 5 Temple Square, Temple
Street, Liverpool, L2 5RH

Its principal trading address is at Palmer Drive, Bessell Lane,
Stapleford, NG9 7BW

The joint administrators can be reached at:

          Kerry Bailey
          BDO LLP
          Eden Building
          Irwell Street
          Salford, M3 5EN

             -- and --

          Mark Thornton
          BDO LLP
          Central Square
          29 Wellington Street
          Leeds, LS1 4DL

For further details, contact:

          The Joint Administrators
          Email: BRCMTNorthandScotland@bdo.co.uk
          Tel No: 0151 237 2526

Alternative contact:

          Abby Lalor


LERNEN BIDCO: Moody's Rates New Secured First Lien Term Loan 'B3'
-----------------------------------------------------------------
Moody's Ratings has assigned B3 ratings to the new proposed senior
secured first lien term loan B3 due 2029 to be issued by Lernen
Bidco Limited (Cognita or the company) and the new proposed senior
secured first lien term loan B3 due 2031 to be issued by the
company's subsidiary Lernen US Finco LLC.

The new issuance will repay and effectively reprice the existing
term loan facilities issued by the company and Lernen US Finco LLC
and upsize total debt by approximately GBP200 million equivalent.
The new issuance will also repay deferred consideration with the
balance to be retained as cash on balance sheet. Moody's expects
that over time this additional cash will be largely utilised for
future acquisitions.

The company's ratings are unaffected by the proposed transaction,
including its B3 long-term corporate family rating (CFR), its B3-PD
probability of default rating, and the B3 ratings on the existing
senior secured debt facilities issued by Lernen Bidco Limited and
Lernen US Finco LLC. The stable outlooks for the two entities are
also unaffected. On completion of the transaction the instrument
ratings on the existing term loans will be withdrawn.

RATINGS RATIONALE      

Cognita has an aggressive financial policy with very high leverage
driven by its largely debt-funded acquisition programme. At
February 2025 Moody's-adjusted leverage was 8.7x, with
Moody's-adjusted EBITA to interest cover of 1.1x and marginally
negative free cash flow before acquisition spending. Nevertheless
the company's credit quality is supported by its highly visible
long term earnings profile, track record of growth and large and
diverse portfolio of private schools. Pro forma for the
transaction, leverage will increase to around 9.3x on a
Moody's-adjusted basis, which Moody's expects to reduce to below 8x
over the next 12-18 months supported by the full year effect of
recent acquisitions, the contribution from future acquisitions
pre-funded by the transaction, and continued organic growth.

The company's trading performance continues to be strong. In the
six months ended February 28, 2025 growth was driven both by
acquisitions and the underlying business with organic growth in
pupil numbers (4.7%), revenues (6.4%) and company-adjusted EBITDA
(8.6%). The high geographic diversity of the company's portfolio,
and degree of price inelasticity continue to help it withstand any
adverse local regulatory changes, such as the application of VAT on
school fees in the UK since January 2025.

Cognita's B3 CFR continues to reflect (1) the company's position as
an established operator in the fragmented private-pay K-12
education market with a geographically diversified portfolio of
schools in 17 countries; (2) its good track record of organic
revenue and EBITDA growth through growing student numbers and
tuition fee increases above cost inflation; (3) the good revenue
and cash flow visibility from committed student enrolments; and (4)
the barriers to entry through regulatory requirements, brand
reputation and a purpose-built real-estate portfolio.

Conversely, the CFR is constrained by (1) Cognita's relatively
aggressive financial policy, resulting in high financial leverage,
weak interest coverage and weak free cash flow generation; (2) the
concentration risk within the top ten schools which continue to
account for around half of group EBITDA; (3) the company's reliance
on its academic reputation and brand quality in a highly regulated
environment; and (4) its exposure to changes in political, legal
and economic environments.

LIQUIDITY

Moody's considers Cognita's liquidity to be good. On February 28,
2025, the company had GBP431 million of cash on balance sheet and
access to its fully undrawn GBP309.8 million senior secured
multi-currency revolving credit facility (RCF) with maturity in
2028.

The RCF is subject to a springing net first lien leverage covenant
set at 7.9x, which is tested when the facility is drawn down for
more than 40%. At the end of February 2025, the company had
sufficient headroom under the covenant and Moody's expects this to
continue to be the case.

STRUCTURAL CONSIDERATIONS

The B3 instrument ratings of the senior secured facilities are in
line with the B3 CFR, reflecting the all-senior secured capital
structure with limited other liabilities.

The security package provided to the first-lien lenders is
relatively weak and limited to a pledge over shares, bank accounts
and intercompany receivables, as well as guarantees from operating
companies (80% guarantor test) and a floating charge provided by
the English borrower.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that Cognita will
continue to achieve good organic revenue and EBITDA growth and as a
result reduce its financial leverage to below 8.0x over the next
12-18 months. The outlook further assumes that liquidity remains
good and Cognita will adhere to a somewhat more balanced financial
policy to support deleveraging.

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

Upward pressure on the rating could develop if Moody's adjusted
Debt/EBITDA sustainably decreases below 7.0x, free cash flow
generation is sustainably positive, and liquidity remains good.

Downward pressure on the rating could arise if Cognita is not able
to organically grow its revenue and EBITDA on a sustainable basis,
or Moody's adjusted Debt/EBITDA fails to decrease below 8.0x,
EBITA/Interest Expense declines below 1.0x, or liquidity weakens
with limited availability under the RCF and substantially negative
free cash flows. Any materially negative impact from a change in
any of the company's schools' regulatory approval status could also
pressure the ratings.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Cognita is an established operator in the global private-pay K-12
education market with headquarters in London. The company operates
more than 100 schools across 17 countries in Europe, Asia, North
America, Latin America and the Middle East, offering primary and
secondary private education. Founded in 2004, the company has
rapidly grown through acquisitions and capacity expansion to nearly
100,000 students enrolled across its institutions.

During the financial year ended August 31, 2024, Cognita generated
GBP1 billion of revenue and a company-adjusted EBITDA of around
GBP279 million. The company is majority-owned by Jacobs Holding AG
with minority shareholders BDT Capital Partners and Sofina.


M.J. HARRIS: Leonard Curtis Named as Administrators
---------------------------------------------------
M.J. Harris Repairs Ltd was placed into administration proceedings
in the High Court of Justice Business and Property Court of England
and Wales at Bristol, Insolvency and Companies List (CH), Court
Number: CR-2025-BRS-000070, and Michael Fortune and Siann Huntley
of Leonard Curtis were appointed as administrators on July 4, 2025.


M.J. Harris is trading as  M.J. Harris Repairs Ltd; M.J. Harris
Boilers & Gas; M.J. Harris Domestic Repairs; M.J. Harris Plumbing
Repairs; Dr Plumber; Dragon Drains; Dragon Plumbing; MJ Harris; Mr
Drains; Rapid Plumb; Rapid Plumbing; Rapid Spark.

Its registered office and principal trading address is at Unit 1,
Severn Bridge Industrial Estate, Caldicot, Monmouthshire, Wales,
NP26 5PW

The joint administrators can be reached at:

             Michael Fortune
             Siann Huntley
             Leonard Curtis
             Sophia House
             28 Cathedral Road
             Cardiff, CF11 9LJ

For further details, contactt:

              The Joint Administrators
              Email: recovery@leonardcurtis.co.uk
              Tel No: 02921 921 660

Alternative contact: Charlotte Thompson


MARKET HOLDCO 3: Moody's Rates New GBP800MM Sr. Secured Notes 'B1'
------------------------------------------------------------------
Moody's Ratings has assigned a B1 instrument rating to Market
Holdco 3 Limited's (Morrisons) contemplated new GBP800 million
equivalent backed senior secured notes with maturity in January
2031, to be issued by Market Bidco Finco Plc. All other ratings,
including Morrisons' B2 corporate family rating, B2-PD probability
of default rating and the stable outlook are unaffected.

In addition to the new bond issuance, Morrisons intends to raise
additional GBP250 million through a pre-placed and fungible add-on
to its existing GBP385 million backed senior secured term loan B
due November 2030 issued by Market Bidco Limited. The company
intends to use the combined GBP1,050 million equivalent of proceeds
in combination with about GBP200 million of cash from its balance
sheet, which includes transaction fees, to tender GBP800 million
equivalent of existing backed senior secured notes due November
2027 and to repurchase GBP450 million of its backed senior
unsecured notes due October 2028.

RATINGS RATIONALE

The B1 instrument rating assigned to Morrisons' new GBP800 million
backed senior secured notes is in line with the company's other
backed senior secured obligations that Moody's currently rate.
Moody's views the transaction as credit positive as it balances
Morrisons' debt maturity profile and reduces its leverage, to 7.1x
pro forma for the transaction, from 7.3x based on the last 12
months (LTM) period ended April 27, 2025.

Assuming the transaction is successful, Morrisons' next debt
maturities would be around GBP530 million of backed senior secured
notes in November 2027 and GBP750 million in October 2028. Although
the contemplated transaction will reduce the company's cash balance
to around GBP350 million, including transaction costs, Morrisons'
liquidity remains adequate and is supported by a fully available
backed senior secured revolving credit facilities comprising a
GBP64 million tranche due August 2027 and a GBP936 million tranche
due August 2030. Debt service cost will marginally increase with
the transactions, despite debt repayments.

Morrisons' cash generation will remain limited and contingent on
continued improvement in working capital management. Free cash flow
was positive at around GBP14 million for the LTM to April 2025,
including GBP64 million of working capital inflows and helped by
the lower reported capital expenditure which amounted to GBP255
million, compared with GBP408 million in the financial year ended
October 2024. However, the lower capital expenditure is
attributable to timing effects and Moody's expects the company to
incur at least GBP350 million in the current financial year.

Last month, Morrisons reported a solid performance for the second
quarter of financial year 2025. Following the first quarter, which
was negatively affected by technology disruption with like-for-like
(LFL) sales growth of 2.1%, Morrisons' sales in the second quarter
grew by 3.9%, of which 2.2% from the retail and 1.7% from the
convenience and wholesale segment. Volumes were broadly flat and in
line with the market. Morrisons' underlying EBITDA (before rent) in
the second quarter was up by 7% year-on-year, in line with quarter
one, and reached GBP193 million. This improvement was supported by
GBP58 million of cost savings. The cumulative cost savings
Morrisons achieved since financial year 2023 have now reached
GBP726 million and the company is targeting to reach GBP1 billion
by the end of 2026.

Morrisons market share has been broadly stable in a UK grocery
market that is mature and where competition keeps intensifying.
Morrisons' market share stood at 8.5% in the second quarter,
compared with 8.6% in the prior year, according to Kantar
Worldpanel. Moody's notes that Kantar market share data do not
fully capture the growth across Convenience, Myton and Online
Immediacy segments, which have been growth areas for Morrisons.
With intense competition and ongoing cost pressure, making
substantial earnings gains and increasing cash generation will
remain challenging for Morrisons. Despite those challenges, Moody's
expects Morrisons' earnings to remain at least stable and credit
metrics to improve gradually over the next 12-18 months.

RATING OUTLOOK

The stable rating outlook reflects Moody's expectations that
Morrisons' credit metrics (on a Moody's-adjusted basis) will
continue to improve over the next 12-18 months, with the company
maintaining healthy operating momentum and generating positive
albeit limited free cash flow.

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

The ratings could be upgraded if - on a Moody's-adjusted and
sustained basis - Morrisons' debt/EBITDA reduces well below 6x,
with a clear financial policy to reduce leverage further; (EBITDA -
capital spending)/interest improves towards 2x; and free cash
flow/debt remains in the mid-single-digit percentages.

The ratings could be downgraded if Morrisons' debt/EBITDA remains
above 7x; (EBITDA - capital spending)/interest fails to improve
towards 1.5x; or free cash flow stays largely negative, giving rise
to liquidity risks or more asset sales.

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

CORPORATE PROFILE

Morrisons is the fourth-largest operator among the UK's Big Four
incumbent grocers, behind market leader Tesco Plc, J Sainsbury plc,
and Bellis Finco PLC (ASDA). As of April 2025, the company operates
496 medium-sized supermarkets (averaging 30,000 square feet), 16
manufacturing sites, nine distribution centers, and 1,707
convenience stores, of which 722 are franchise-owned and operated,
across the UK. For the LTM period ended April 2025, Morrisons
reported revenue of GBP15.5 billion and underlying before-rent
EBITDA of GBP858 million.


NEWDAY FUNDING 2025-2: DBRS Gives Prov. BB Rating on Class E Notes
------------------------------------------------------------------
DBRS Ratings Limited assigned provisional credit ratings to the
following classes of notes (collectively, the Notes) to be issued
by NewDay Funding Master Issuer plc (the Issuer):

-- Series 2025-2, Class A Notes at (P) AAA (sf)
-- Series 2025-2, Class B Notes at (P) AA (sf)
-- Series 2025-2, Class C Notes at (P) A (sf)
-- Series 2025-2, Class D Notes at (P) BBB (sf)
-- Series 2025-2, Class E Notes at (P) BB (sf)

The credit ratings of the Notes address the timely payment of
scheduled interest and the ultimate repayment of principal by the
legal final maturity date.

The transaction is a securitization of near-prime credit cards
granted to individuals domiciled in the UK by NewDay Ltd. (NewDay)
and is issued out of the Issuer as part of the NewDay
Funding-related master issuance structure under the same
requirements regarding servicing, amortization events, priority of
distributions and eligible investments. NewDay Cards Ltd. (NewDay
Cards) is the initial servicer with Lenvi Servicing Limited (Lenvi)
in place as the backup servicer for the transaction.

CREDIT RATING RATIONALE

Morningstar DBRS based its analysis on the following
considerations:

-- The transaction's structure, including the form and sufficiency
of available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Notes are issued

-- The credit quality of NewDay's portfolio, the characteristics
of the collateral, its historical performance and Morningstar DBRS'
expectation of the charge-off rate, monthly principal payment rate
(MPPR), and yield rate under various stress scenarios

-- Morningstar DBRS' operational risk review of NewDay and NewDay
Cards' capabilities regarding origination, underwriting, servicing,
position in the market and financial strength

-- Morningstar DBRS' operational risk review of NewDay Cards and
Lenvi regarding servicing

-- The transaction parties' financial strength regarding their
respective roles

-- The expected consistency of the transaction's structure with
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions" methodology

-- Morningstar DBRS' long-term sovereign credit rating on United
Kingdom of Great Britain and Northern Ireland, currently AA with a
Stable trend

TRANSACTION STRUCTURE

The transaction includes a scheduled revolving period. During this
period, additional receivables may be purchased and transferred to
the securitized pool, provided that the eligibility criteria set
out in the transaction documents are satisfied. The revolving
period may end earlier than scheduled if certain events occur, such
as the breach of performance triggers or servicer termination. The
servicer may extend the scheduled revolving period by up to 12
months. If the Notes are not fully redeemed at the end of the
scheduled revolving period, the transaction will enter into a rapid
amortization.

The transaction also includes a series-specific liquidity reserve
to cover shortfalls in senior expenses, senior swap payments (if
applicable), and interest on the Class A, Class B, Class C, and
Class D Notes (collectively, the Senior Classes) and would amortize
to the target amount of []% of the Senior Classes' outstanding
balance, subject to a floor of GBP 250,000.

As the Notes are denominated in British pound sterling with
floating-rate coupons based on the daily compounded Sterling
Overnight Index Average (Sonia), there is an interest rate mismatch
between the fixed-rate collateral and the Sonia-based coupon rates.
The potential interest rate mismatch risk is to a certain degree
mitigated by excess spread and NewDay's ability to increase the
credit card annual percentage contractual rates.

COUNTERPARTIES

HSBC Bank plc is the account bank for the transaction. Based on
Morningstar DBRS' private credit rating on HSBC Bank and the
downgrade provisions outlined in the transaction documents,
Morningstar DBRS considers the risk arising from the exposure to
the account bank to be commensurate with the credit ratings
assigned.

PORTFOLIO ASSUMPTIONS

The most recent total yield from the June 2025 investor report of
the NewDay Funding-related portfolio was 31.7%, up from the record
low of 26% in May 2020 because of the consistent repricing by
NewDay following the Bank of England base rate increases since
mid-2022. Nonetheless, the yield is expected to follow the trend of
the Bank of England base rate, which has been declining since
August 2024. After consideration of the observed trends and the
removal of spend-related fees, Morningstar DBRS elected to maintain
the expected yield at 27%.

For the charge-off rates, the investor report reported a 13.8% in
the June 2025 after reaching a record high of 17.6% in April 2020.
Morningstar DBRS notes the levels have remained below 18% since
June 2020, albeit with some volatility, and elected to maintain the
expected charge-off rate at 16% after considering the easing of
inflation, lower interest rates, and Morningstar DBRS' improved
credit outlook for near-prime borrowers.

The most recent total payment rate including the interest
collections was 14.7% in the June 2025 investor report, which
remains above historical levels. The recent levels continue to be
resilient in the current economic environment, which is reflected
in Morningstar DBRS' current stable credit outlook for near-prime
borrowers. As such, Morningstar DBRS maintained the expected MPPR
at 9% after removing the interest collections.

Notes: All figures are in British pound sterling unless otherwise
noted.


NEWDAY FUNDING 2025-2: Fitch Assigns BBsf Rating on Class E Debt
----------------------------------------------------------------
Fitch Ratings has assigned NewDay Funding Master Issuer Plc's
series 2025-2's notes final ratings.

Fitch has also upgraded NewDay Funding's series 2022-2, 2022-3,
2023-1, 2024-1, 2024-2, 2024-3, 2025-1 and VFN-F1 V1 notes.

   Entity/Debt                      Rating            Prior
   -----------                      ------            -----
NewDay Funding Master
Issuer Plc

   2022-2 Class A Loan Note      LT AAAsf  Upgrade    AA+sf
   2022-2 Class C XS2498643589   LT AA-sf  Upgrade    A+sf
   2022-2 Class D XS2498643829   LT A-sf   Upgrade    BBB+sf
   2022-2 Class E XS2498644124   LT BBB-sf Upgrade    BB+sf
   2022-2 Class F XS2498644470   LT BB-sf  Upgrade    B+sf
   2022-3 Class A XS2554910591   LT AAsf   Upgrade    AA-sf
   2022-3 Class D XS2554989678   LT A-sf   Upgrade    BBB+sf
   2022-3 Class E XS2554989918   LT BBB-sf Upgrade    BB+sf
   2022-3 Class F XS2554991062   LT BB-sf  Upgrade    B+sf
   2023-1 Class A1 XS2716700286  LT AAAsf  Affirmed   AAAsf
   2023-1 Class A2 65120LAL5     LT AAAsf  Affirmed   AAAsf
   2023-1 Class B XS2716700526   LT AAAsf  Upgrade    AA+sf
   2023-1 Class C XS2716700799   LT AAsf   Upgrade    A+sf
   2023-1 Class D XS2716700872   LT A-sf   Upgrade    BBB+sf
   2023-1 Class E XS2716700955   LT BBB-sf Upgrade    BB+sf
   2023-1 Class F XS2716701094   LT BB-sf  Affirmed   BB-sf
   2024-1 Class A XS2768182367   LT AAAsf  Affirmed   AAAsf
   2024-1 Class B XS2768182797   LT AAAsf  Upgrade    AA+sf
   2024-1 Class C XS2768182953   LT AAsf   Upgrade    A+sf
   2024-1 Class D XS2768183175   LT A-sf   Upgrade    BBB+sf
   2024-1 Class E XS2768183415   LT BB+sf  Upgrade    BBsf
   2024-1 Class F XS2768183761   LT BBsf   Upgrade    BB-sf
   2024-2 Class A XS2834466976   LT AAAsf  Affirmed   AAAsf
   2024-2 Class B XS2834467438   LT AAAsf  Upgrade    AA+sf
   2024-2 Class C XS2834467941   LT AAsf   Upgrade    A+sf
   2024-2 Class D XS2834468592   LT A-sf   Upgrade    BBB+sf
   2024-2 Class E XS2834469137   LT BB+sf  Upgrade    BBsf
   2024-2 Class F XS2834469483   LT BBsf   Upgrade    BB-sf
   2024-2 Class A XS2909751740   LT AAAsf  Affirmed   AAAsf
   2024-3 Class B XS2909752391   LT AAAsf  Upgrade    AA+sf
   2024-3 Class C XS2909752557   LT AAsf   Upgrade    AA-sf
   2024-3 Class D XS2909752987   LT A-sf   Upgrade    BBB+sf
   2024-3 Class E XS2909753100   LT BB+sf  Upgrade    BBsf
   2024-3 Class F XS2909753365   LT BBsf   Upgrade    BB-sf
   2025-1 Class A XS3031494068   LT AAAsf  Affirmed   AAAsf
   2025-1 Class B XS3031494738   LT AA+sf  Upgrade    AAsf
   2025-1 Class C XS3031551040   LT A+sf   Upgrade    Asf
   2025-1 Class D XS3031591186   LT BBB+sf  Upgrade   BBBsf
   2025-1 Class E XS3031613683   LT BB+sf   Upgrade   BBsf
   2025-1 Class F XS3031615621   LT BBsf    Upgrade   BB-sf
   2025-2 Class A XS3096171007   LT AAAsf New Rating  AAA(EXP)sf
   2025-2 Class B XS3096174365   LT AA+sf New Rating  AA+(EXP)sf
   2025-2 Class C XS3096175172   LT A+sf  New Rating  A+(EXP)sf
   2025-2 Class D XS3096175685   LT BBBsf New Rating  BBB(EXP)sf
   2025-2 Class E XS3096176147   LT BBsf  New Rating  BB(EXP)sf
   2025-2 Originator VFN         LT NRsf  New Rating  NR(EXP)sf
   VFN-F1 V1 Class A             LT BBB+sf  Upgrade   BBBsf
   VFN-F1 V1 Class E             LT BBB-sf  Upgrade   BB+sf
   VFN-F1 V1 Class F             LT BBsf    Upgrade   BB-sf

Transaction Summary

The notes issued by NewDay Funding Master Issuer Plc are
collateralised by a pool of non-prime UK credit card receivables
originated by NewDay Limited (NewDay). NewDay is one of the largest
specialist credit card companies in the UK and offers cards under
its own brands and in partnership with individual retailers. Only
the cards branded by NewDay, which are targeted at higher-risk
borrowers on average, are included in this transaction. Cards
co-branded with retailers are financed through a separate
securitisation.

KEY RATING DRIVERS

Updated Asset Assumptions: Fitch has updated its asset assumptions,
reducing the steady-state, charge-off rate to 16%, from 17%, and
increasing the monthly payment rate (MPR) to 12%, from 11%. The
changes reflect: (i) NewDay's increasing strategic focus on
acquiring and retaining slightly lower risk borrowers; (ii) the
strength and stability of portfolio performance metrics during
challenging macroeconomic conditions; and (iii) continued
refinements to NewDay's automated credit scoring process.

Charge-off and MPR stresses are unchanged and remain at the low end
of the criteria range (3.5x and 45% at the 'AAAsf' rating case,
respectively). This considers the high absolute level of the
steady-state charge-off rate, the low volatility in the historical
data and the low payment rates typical of the non-prime credit card
sector.

Sound Performance Relative to Steady States: The recent performance
of the transaction remains below Fitch's steady-state charge-off
rate. Over the last year, charge-offs and the MPR have averaged
12.9% and 14.1%, respectively. Fitch expects performance metrics to
fluctuate around its steady states through the economic cycle.

VFN Add Flexibility: The structure includes a separate originator
variable funding note (VFN), purchased and held by NewDay Funding
Transferor Ltd (the transferor), in addition to the series VFN-F1,
VFN-F2 and VFN-F3 providing the funding flexibility typical and
necessary for credit card trusts. It provides credit enhancement to
the rated notes, adds protection against dilutions by way of a
separate functional transferor interest, and intends to meet UK and
US risk-retention requirements.

Risks from Seller/Servicer Mitigated: The NewDay group acts in
several capacities through its various entities, most prominently
as originator, servicer and cash manager. The reliance on the group
is mitigated by the transferable operations, agreements with
established card service providers, a back-up cash management
agreement and a series-specific liquidity reserve. A back-up
servicer has been in place since October 2024. Upon the occurrence
of a servicer termination event, the back-up servicer will replace
the existing one within 30 days.

In April 2025, the minimum transferor interest percentage was
reduced to 1.2% from 1.65%, given the historically low dilutions
experienced by the pool. Fitch deems that the minimum transferor
interest remains adequately sized to cover dilution risk.

Upgrades to Existing Series: The upgrades of the 2022-2, 2022-3,
2023-1, 2024-1, 2024-2, 2024-3, 2025-1 and VFN-F1 V1 series notes
reflect the effect of the reduced charge-off and increased MPR
assumptions.

RATING SENSITIVITIES

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

Rating sensitivity to increased charge-off rate

Increase steady state by 25%/50%/75%:

Series 2025-2 A: 'AA+sf'/'AA+sf'/'AA-sf'

Series 2025-2 B: 'AA-sf'/'Asf'/'A-sf'

Series 2025-2 C: 'A-sf'/'BBB+sf'/'BBBsf'

Series 2025-2 D: 'BB+sf'/'BBsf'/'BB-sf'

Series 2025-2 E: 'B+sf'/'Bsf' /N.A.

Rating sensitivity to reduced MPR:

Reduce steady state by 15% /25%/35%:

Series 2025-2 A: 'AA+sf'/'AA+sf'/'AA-sf'

Series 2025-2 B: 'AA-sf'/'A+sf'/'Asf'

Series 2025-2 C: 'Asf'/'A-sf'/'BBB+sf'

Series 2025-2 D: 'BBB-sf'/'BBB-sf'/'BB+sf'

Series 2025-2 E: 'BB-sf'/'BB-sf'/'BB-sf'

Rating sensitivity to reduced purchase rate

Reduce steady state by 50%/75%/100%:

Series 2025-2 D: 'BBBsf'/'BBBsf'/'BBB-sf'

Series 2025-2 E: 'BBsf'/'BB-sf'/'BB-sf'

No rating sensitivities are shown for the class A to C notes, as
Fitch already assumes a 100% purchase rate stress at their
ratings.

Rating sensitivity to increased charge-off rate and reduced MPR

Increase steady-state charge-offs by 25% / 50% / 75% and reduce
steady-state MPR by 15% / 25% / 35%:

Series 2025-2 A: 'AAsf'/'Asf'/'BBB+sf'

Series 2025-2 B: 'Asf'/'BBB+sf'/'BBB-sf'

Series 2025-2 C: 'BBB+sf'/'BBB-sf'/'BBsf'

Series 2025-2 D: 'BBsf'/'B+sf'/'Bsf'

Series 2025-2 E: 'B+sf'/N.A./N.A.

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

Rating sensitivity to reduced charge-off rate and increased MPR

Reduce steady-state charge-offs by 25% and increase steady-state
MPR by 15%:

Series 2025-2 A: 'AAAsf'

Series 2025-2 B: 'AAAsf'

Series 2025-2 C: 'AA+sf'

Series 2025-2 D: 'Asf'

Series 2025-2 E: 'BBBsf'

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

NewDay Funding Master Issuer Plc

Fitch has checked the consistency and plausibility of the
information 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 monitoring.

Prior to the transaction closing, Fitch soughts to receive a
third-party assessment conducted on the asset portfolio
information, but none was available.

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

ESG Considerations

Fitch does not provide ESG relevance scores for NewDay Funding
Master Issuer Plc.

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.


RISKALLIANCE DIRECT: Creditors Meeting Set for July 21
------------------------------------------------------
Riskalliance Direct Limited, trading as Direct Business Insurance
and in administration proceedings, has scheduled a meeting for
creditors for July 21, 2025 on 11:00 a.m.

A meeting of creditors is to take place for the purposes of
considering the following:

   1. The establishing of a Creditors' Committee, if sufficient
      nominations are received by July 18, 2025 and those
      nominated are willing to be members of a Committee.

   2. That the Joint Administrators be discharged from liability
      in respect of any action undertaken by them pursuant to
      Paragraph 98 of Schedule B1 of the Act, such discharge to
      take effect when the appointment of Joint Administrators
      ceases to have effect, as defined by the Act, unless the
      court specifies a time.

   3. That the Joint Administrators' fees be fixed by reference to
      the time given by them and their staff in attending to
      matters arising in the Administration, such time to be
      charged at the hourly charge out rate of the grade of staff
      undertaking the work at the time it was undertaken.

   4. That the unpaid pre-Administration costs set out in the
      Joint Administrators' Proposal be approved.

The meeting will be held on July 21 at 11.00 am. To access the
virtual meeting, which will be held via an online conferencing
platform, contact convener Grace Jones, of Parker Andrews Limited,
5th Floor, The Union Building, 51-59 Rose Lane, Norwich, NR1 1BY.

For further details, contact: Andy Barron, Email:
Andy.Barron@parkerandrews.co.uk, Tel: 01603 284284

The virtual meeting will be recorded in order to establish and
maintain records of the existence of relevant facts or decisions
that are taken at the meeting. By attending this meeting, you
consent to being recorded including recordings of your facial
image. Where any recording of the meeting also entails the
processing of personal data, such personal data shall be treated in
accordance with the Data Protection Act 2018.

To be entitled to vote, those attending must submit a proxy form,
together with a proof of debt if one has not already been
submitted, to the Joint Administrator by one of the following
methods:

     By post to: Parker Andrews Limited
                 5th Floor, The Union Building
                 51-59 Rose Lane
                 Norwich, NR1 1BY

           -- or --

     By email to: mark.middleas@parkerandrews.co.uk

All proofs of debt must be delivered by: 4:00 p.m. on July 18,
2025.

All proxy forms must be delivered to the convener or chair before
they may be used at the meeting fixed for 11:00am on July 21,
2025.

           About Riskalliance Direct

Riskalliance Direct Limited was placed into administration
proceedings in the High Court of Justice, Court Number:
CR-2025-003260.  Grace Jones and David Perkins of Parker Andrews
Limited were appointed as administrators on May 13, 2025.
Riskalliance Direct is an insurance broker.



                           *********


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

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

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

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