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

                          E U R O P E

          Wednesday, December 27, 2023, Vol. 24, No. 259

                           Headlines



A U S T R I A

SIGNA GROUP: German Insurers Amass EUR3 Billion of Exposure


D E N M A R K

WELLTEC INTERNATIONAL: S&P Raises LT Issuer Rating to 'B+'


F R A N C E

BOOST TOPCO: S&P Alters Outlook to Positive, Affirms 'B' ICR


G E R M A N Y

ROHM: S&P Alters Outlook to Negative, Affirms 'B-' Long-Term ICR
SPRINGER NATURE: Moody's Withdraws 'Ba3' CFR After Debt Repayment
WITTUR INTERNATIONAL: S&P Downgrades Issuer Credit Rating to 'D'


I R E L A N D

GTLK EUROPE: High Court Rules in Favor of Joint Liquidators


K A Z A K H S T A N

BANK FREEDOM: S&P Affirms 'B/B' ICRs, Outlook Negative


L U X E M B O U R G

COVIS PARENT: Moody's Cuts CFR to Caa3, Alters Outlook to Negative
CULLINAN HOLDCO: S&P Downgrades ICR to 'B', Outlook Stable
DIAVERUM HOLDING: S&P Withdraws 'B-' LT Issuer Credit Rating


N E T H E R L A N D S

SPRINT HOLDCO: S&P Downgrades ICR to 'CCC+', Outlook Negative


N O R W A Y

HURTIGRUTEN GROUP: S&P Downgrades ICR to 'CC', Outlook Negative


S P A I N

INTERNATIONAL PARK: Moody's Alters Outlook on 'B3' CFR to Positive
KRONOSNET TOPCO: S&P Downgrades LT ICR to 'B', Outlook Stable


U N I T E D   K I N G D O M

MAGNUS GROUP: Running at a Loss Prior to Pre-pack Sale
SEVEN TUNS: On the Brink of Administration Amid Declining Trade
SQUIBB GROUP: Formally Placed Into Liquidation
TULLOW OIL: Moody's Affirms 'Caa1' CFR, Outlook Remains Negative
TULLOW OIL: S&P Upgrades ICR to 'B-' on Completed Debt Repurchases

[*] UK: Higher Number of Insolvencies to Continue Into 2024

                           - - - - -


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A U S T R I A
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SIGNA GROUP: German Insurers Amass EUR3 Billion of Exposure
-----------------------------------------------------------
Olaf Storbeck and Sam Jones at The Financial Times report that
German insurers including Munich Re and Allianz have amassed more
than EUR3 billion of exposure to the struggling property empire
owned by real estate billionaire Rene Benko.

The network of firms in Mr. Benko's Signa group not only borrowed
from banks including Julius Baer and UniCredit, but also relied
heavily on funding from more than half a dozen insurers, according
to documents reviewed by the FT and people with first-hand
knowledge of the details.

The people added that about a third of this exposure was not backed
by any collateral, the FT notes.  "For some insurers, this will be
extremely painful," one of the people said.

Signa Holding, the central company in the group that owns
Selfridges in London, the Chrysler building in New York and KaDeWe
in Berlin, filed for administration last month, the FT recounts.
The company had built up EUR5 billion in debt by the end of
September, the majority of it during the first nine months of this
year, the FT states.

Mr. Benko has not disclosed the total debt accumulated by firms
across the Signa group, but people familiar with the structure say
his other entities have borrowed more than twice that amount, the
FT relays.  Many companies within the group are still trading, but
people close to the business said further insolvencies were
expected within days, according to the FT.

Insurance companies lent money to Signa partly because of the
regulatory and interest rate environment, according to one person
familiar with the situation.  "Highly regulated banks were unable
or unwilling to do certain types of transactions due to their
capital requirements while insurance groups were drowning in cash
during the era of ultra-low interest rates," the FT
quotes the person as saying.

According to the FT, a significant part of the Signa group debt was
provided by non-bank financial companies such as Dortmund-based
insurer Signal Iduna, a midsized company with 12mn customers,
mainly in health and life insurance.  Signal Iduna lent close to
EUR1 billion to Signa, people with direct knowledge of the matter
said, the FT notes.

Signal Iduna declined to comment on the size of its exposure but
said it did not expect "material loan losses" because its loans
were "in large part" backed by collateral in the form of property
in prime German city locations, the FT relates.

Munich Re's main insurance business Ergo provided about EUR700
million in loans, while Germany's fourth largest insurance group
R+V lent EUR500 million, more than half of which is not
collateralised, the FT relays, citing the documents and people
familiar with the matter.

Allianz made EUR300 million in loans for Signa's 2018 purchase of a
high rise building in downtown Berlin, while Volkswohl-Bund, a
medium-sized Dortmund-based insurer, racked up a EUR250 million
exposure, the FT notes.




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D E N M A R K
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WELLTEC INTERNATIONAL: S&P Raises LT Issuer Rating to 'B+'
----------------------------------------------------------
S&P Global Ratings raised its long-term issuer rating on oil and
gas well technology firm Welltec International ApS (Welltec) to
'B+' from 'B'. S&P also raised the rating on its senior secured
bonds to 'B+' from 'B' and maintained the '3' recovery rating,
while revising its recovery expectations to 65% from 55%.

The stable outlook reflects the limited changes in the rating that
S&P foresees over the short term.

Welltec is expected to finish 2023 with record high EBITDA of about
$230 million. Welltec's strong performance in 2023 was driven by
favorable market conditions and well-positioned technology
solutions and services with the company experiencing record high
demand for its Intervention and Completion Technologies services.
The strong demand so far this year allowed the company to be more
selective with its offers, moving to more complex and profitable
jobs. Based on the company's backlog of about six months, we
anticipate that profitability will remain strong in 2024 at about
$200 million. S&P said, "However we expect a decline in capital
expenditures (capex) among the top oil and gas companies,
consequently diminishing the overall demand for Welltec's oil field
services and products. We maintain our view of the average
through-the-cycle EBITDA of about $150 million, despite 2023's
positive momentum. This level will be reassessed over time as the
company builds a track record."

Welltec is prioritizing deleveraging over dividends. Welltec has
already reduced its 2026 bond by over $100 million from the
original $325 million principal. S&P said, "Based on our forecast,
we expect Welltec to finish 2023 with reported net debt of about
$170 million-$180 million including leases (versus $355 million
three years ago). Such a debt level, together with the expected
EBITDA would translate into very comfortable adjusted debt to
EBITDA of about 1.2x. In our view, with relatively limited capex of
about $45 million and no appetite for major acquisitions, the
company is expected to generate about $90 million-$100 million of
free operating cash flow in 2024, and take the reported net debt to
about $100 million. We also view positively the fact that the
company does not need to service its bond until 2026."

Future evolution of the rating will be subject to building a track
record. S&P said, "We understand that the longstanding and
supportive shareholders, EXOR N.V. and 7-Industries Holding B.V.,
have not yet formulated a binding financial policy. That said,
after the last equity injection (about EUR50 million in 2021), we
understand they would like to see Welltec running with much lower
debt than in the past. In our rating, we take into account a
normalized reported net debt of $250 million, which will translate
into adjusted debt to EBITDA of 1.5x-2x through the cycle, compared
with the level of 2x-3x that we view to be commensurate with the
current rating. We will likely revisit our assessment of the
company's financial risk profile, if it maintained lower reported
net debt than the $250 million or improves its over-the-cycle
profitability."

S&P said, "The stable outlook reflects the limited changes in the
rating that we foresee over the short term, which is explained by
Welltec's healthy profitability and comfortable debt level to
protect against volatility in the market, and at the same time its
lack of financial policy and track record to support a higher
rating.

"Under our base-case scenario, assuming a Brent oil price of $85
per barrel for 2024, we expect adjusted EBITDA of $180 million-$200
million in 2024 (versus $210 million-$230 million in 2023), and
adjusted debt to EBITDA of about 1.0x-1.5x, compared with adjusted
debt to EBITDA of about 2.0x-3.0x over the cycle.

"We foresee no changes in the ownership structure, which we view as
supportive.

"We view a downgrade as somewhat remote in the coming 12 months. In
our view, pressure on the rating could materialize if the company
saw a combination of EBITDA falling below EUR150 million, together
with generous returns to shareholders or significant acquisitions
that would lead to adjusted debt to EBITDA above 3x."

S&P sees an upgrade as unlikely in the coming 12-24 months. Over
time an upside could be supported by the following:

-- A track record of less volatile EBITDA at about $150 million or
above, especially if achieved during the lower part of the cycle.

-- A stated financial policy or established track record,
including absolute debt level and dividends.

-- Maintaining adequate liquidity.




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

BOOST TOPCO: S&P Alters Outlook to Positive, Affirms 'B' ICR
------------------------------------------------------------
S&P Global Ratings revised our outlook on Boost Topco (operating as
Bruneau) to positive from stable and affirmed the 'B' issuer credit
rating and the 'B' issue rating on the EUR305 million term loan B
(TLB).

The positive outlook reflects Bruneau's strong cash generation and
possibility to reduce the gross debt level even further depending
on financial policies and shareholder decisions.

S&P said, "We revised the outlook to positive to reflect our
expectation that Bruneau will sustain resilient operating
performance and stable profitability, despite challenging market
conditions. As of Oct. 31, 2023, Bruneau's reported year-to-date
EBITDA stood at EUR73.4 million, versus EUR71 million over the same
10-month period in 2022. The group continues to capitalize on its
wide product offering and commercial agility, to preserve its
strong positioning in the online office equipment market. In 2023,
we expect Bruneau's revenue to slightly decrease by around 2%,
given our forecast of challenging macroeconomic trends and
softening demand in Europe, leading to a decrease in volumes.
However, we expect the company will preserve its robust
profitability with EBITDA margin of around 17.0%-17.5%. We
understand that Bruneau's online models and niche customer group
enable the company to pass through cost increases without
materially affecting its customer base, which comprises small and
midsize enterprises (SMEs) who favor product availability and
client servicing over price. Additionally, management's focus on
cost discipline, along with efficient customer service and
marketing, underpins our view of the group's ability to preserve
EBITDA margin above 15% over the next two years."

Bruneau has demonstrated a relatively prudent financial policy by
using its cash flow to repay debt and improve its leverage. Over
the last two years, the company has converted its earnings into
ample cash flow generation, which it has used to reduce its
outstanding debt. In 2022, Bruneau's free operating cash flow
(FOCF) reached EUR42 million, on the back of an improved topline,
and low capital expenditure (capex) needs, which offset the
negative, although limited, change in working capital. In April
2023, the group used its cash available to repay EUR21 million of
its EUR305 million TLB and EUR21 million of the EUR93 million
shareholder loan. S&P said, "Following the EUR42 million debt
reduction, we now forecast the group's S&P Global Ratings-adjusted
leverage, including the shareholder loan, will decline toward 4.3x
by the end of 2023, versus 4.5x-5.0x in our previous forecast.
Excluding the shareholder loan, adjusted leverage would be about
3.2x. We believe that Bruneau's debt reduction demonstrated the
group's willingness to deleveraging, which leaves headroom under
the current rating, and provides some insulation against
unfavorable macro conditions. We note the existing instruments
restrict additional debt, acquisitions, and dividend distributions,
which limits the risk of higher leverage in the coming years. That
said, our view remains subject to a sustained commitment from the
management and shareholders to maintain a prudent financial policy
and leverage at this level over time."

S&P said, "Bruneau's relatively small size, concentration in
France, and private-equity ownership constrain our rating. Although
Bruneau continues to deliver resilient top-line performance and
above-average profitability, compared with other specialty
retailers, the group continues to generate two-thirds of its
revenue in France, its historical core market. The company has made
some acquisitions in Spain and Italy, providing growing, although
limited, diversification. We understand the company aims to further
diversify outside France, which is dependent upon favorable market
conditions and successful integration of the new entities. Our
rating is also constrained by Bruneau's private-equity ownership.
The group is owned by private-equity sponsors Towerbrook and
Equistone, and we can't rule out dividend distributions, because we
anticipate the business will remain cash generative, and dividends
are permitted by the financial instruments if leverage (excluding
the shareholder loan) is below 4.75x.

"The positive outlook reflects the company's strong cash generation
and possibility to reduce the gross debt level even further
depending on financial policies and shareholder decisions. Our
forecast assumes Bruneau will continue to generate ample free cash
flow and maintain a prudent financial policy, leading to leverage
sustainably below 5.0x.

"We see downside pressure as remote given the company's rating
headroom.

"However, we could lower our rating on Bruneau if the group's
operating performance is meaningfully below our expectations,
leading adjusted leverage to increase to 6.5x including the
shareholder loan, and 5.5x or more excluding the loan, and FOCF
generation approaching zero. This could stem from rapid
macroeconomic deterioration, or massive operating disruptions.

"We could also lower our rating if the group follows a more
aggressive financial policy, evidenced by debt-funded acquisitions
or large returns to shareholders."

Rating upside could result if leverage remains below 5.0x on a
sustainable basis (including the shareholder loan) with a clear
commitment from shareholders to maintain this level over time,
alongside at least adequate liquidity and materially positive FOCF.
This could also be supported by much higher EBITDA, enhanced market
positions, and more geographic diversity in its operations.

Considering its niche positioning and targeting of mostly SMEs,
environmental factors are a neutral consideration in our credit
analysis of Bruneau. S&P therefore considers them unlikely to weigh
materially on the group's future credit quality nor to be a
priority concern, since it is a relatively asset-light business and
we don't identify customer driven transition risk, nor any form of
meaningful regulatory risk. Although some categories may be
adversely affected by the transition to online, such as the
distribution of paper products, the increased focus on sanitary
considerations as a follow-up to the COVID-19 pandemic has boosted
demand in this area.

Social factors are also a neutral consideration. In contrast to
business-to-customer retailers, Bruneau has few
full-time-equivalent employees and they tend to be paid above the
national minimum salary. Therefore, the regulatory and financial
risks associated with a revision of the minimum wage, which may
weigh on the credit quality of a traditional retailer, are not a
meaningful credit topic.

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis. This is the case for
most rated entities owned by private-equity sponsors. We believe
the company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects generally finite holding
periods and a focus on maximizing shareholder returns."




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G E R M A N Y
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ROHM: S&P Alters Outlook to Negative, Affirms 'B-' Long-Term ICR
----------------------------------------------------------------
S&P Global Ratings revised the outlook on Germany-based methyl
methacrylate (MMA/PMMA) producer Rohm to negative from stable. S&P
also affirmed its 'B-' long-term issuer credit and issue ratings on
Rohm.

The negative outlook reflects minimal rating headroom due to
weakening liquidity, elevated leverage, and S&P's expectation that
Rohm will still report negative free operating cash flow (FOCF) in
2024.

S&P said, "The MMA/PMMA markets remain depressed due to low demand
and prices, leading to our expectation of elevated leverage for
Rohm in 2023-2024. We anticipate that Rohm will report low volumes
in 2023 as muted industrial production in Asia, Europe, and the
U.S. does not support a recovery in volumes. At the same time,
monomer spot prices declined further over the third quarter of
2023, driven by declining feedstock prices and an unfavorable
supply and demand balance. We therefore anticipate that Rohm's
sales will decline by approximately 15% year on year in 2023, and
that its reported EBITDA will decline to about EUR130 million in
2023 from about EUR242 million in 2022. This should translate into
S&P Global Ratings-adjusted debt to EBITDA of 16x-17x in 2023.

"Our EBITDA figure also captures restructuring costs, notably
reflecting the closure of the Fortier plant in the U.S., and does
not add back extraordinary production-related costs such as those
due to raw material shortages and production interruptions. As the
timing of a recovery in volumes remains uncertain, we do not
anticipate a rebound in EBITDA in the first half of 2024, and
believe that leverage will remain elevated at about 9x-10x in 2024.
We expect that an improvement in EBITDA will essentially come from
the contribution from new investments in Polaris (the
polycarbonates business that Rohm acquired from SABIC) and LiMA and
a modest improvement in demand in the second half of 2024.

"The remaining capex for the completion of the LiMA plant will
continue to weigh heavily on cash burn, with 2024 still a peak
investment year. We factor in total capex of EUR320 million-EUR350
million in 2024, above the already high EUR280 million-EUR300
million we expect for 2023. Most of the capex relates to the LiMA
plant, and we estimate the company's maintenance capex at about
EUR60 million-EUR70 million per year. We believe that substantial
growth capex relating to LiMA adds pressure as investments and cash
outflows peak during challenging market conditions and the bottom
of the cycle. Moreover, besides the weaker earnings than we expect,
Rohm has revised the total amount of capex relating to LiMA upward
since it announced the project, mostly due inflation. We therefore
expect Rohm to burn more cash than we initially factored in, and
anticipate negative FOCF of EUR240 million-EUR260 million in 2023
and EUR200 million-EUR240 million in 2024.

"At this stage, Rohm's liquidity remains adequate, in our view,
albeit with minimal headroom for further adverse market
developments. Support from private-equity sponsor Advent
International (Advent) is key to Rohm's liquidity due to its
negative cash flows and elevated leverage. Advent has committed to
provide $200 million to finance LiMA-related capex. We understand
that Advent has already provided EUR98 million in August 2023, and
that Rohm can access the remaining EUR82 million at its discretion
in early 2024.

"Moreover, we believe that the RCF will remain available in the
coming quarters to support Rohm's liquidity despite it having
elevated consolidated net leverage (as defined under the financial
covenant) of 7.26x as of the third quarter of 2023, and exceeding
the maximum threshold of 7.21x. In our understanding, the RCF
documentation mechanisms prevent a financial covenant breach from
occurring if Rohm draws the RCF in full, at least throughout 2024
in our base case.

"Advent is also supporting Rohm in its acquisition of Polaris from
SABIC, as Rohm will fund the transaction with $100 million of new
equity from Advent, along with a $100 million vendor loan from
SABIC that we incorporate into debt. That said, we believe that
Rohm's liquidity could come under pressure in late 2024 or early
2025 if there are delays in operations starting at LiMA, no
improvement in EBITDA, and equity support is consumed.

"The negative outlook reflects our expectation that Rohm's leverage
will remain elevated at about 9x-10x in 2024, and that liquidity
will remain tight due to the sizable cash outflows we expect in the
next 12 months.

"We could lower the rating if Rohm's liquidity deteriorates further
due to higher LiMA-related capex than we expect or a weaker
recovery in EBITDA in 2024.

"We could stabilize the outlook if Rohm's liquidity improved,
supported by the EBITDA contribution from LiMA and Polaris, a
recovery in demand, and our expectation of stronger cash flows."


SPRINGER NATURE: Moody's Withdraws 'Ba3' CFR After Debt Repayment
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba3 long term corporate
family rating, Ba3-PD probability of default rating ratings of
Springer Nature One GmbH and the Ba3 ratings on the senior secured
term loans and senior secured revolving credit facilities of
Springer Nature Deutschland GmbH ("Springer Nature" or "the
company"), a leading global research and educational publisher. The
outlook on both entities prior to the withdrawal was stable.

RATINGS RATIONALE

Moody's has withdrawn the ratings of Springer Nature following the
full repayment of its outstanding rated debt on December 21, 2023.

COMPANY PROFILE

Springer Nature is a leading global research and educational
publisher. It was formed in May 2015 as a result of the merger of
Springer Science+Business Media (owned by funds advised by BC
Partners) and the Macmillan Science and Education (MSE) business
held by Holtzbrinck Publishing Group (Holtzbrinck). The company is
53% owned by Holtzbrinck, a leading, well-established global media
business, and the remaining 47% is owned by funds advised by BC
Partners. In 2022, the company reported revenue and adjusted EBITDA
of EUR1.8 billion and EUR676 million, respectively.

WITTUR INTERNATIONAL: S&P Downgrades Issuer Credit Rating to 'D'
----------------------------------------------------------------
S&P Global Ratings lowered to 'D' (default) from 'CC' its issuer
credit rating on elevator component maker Wittur International, as
well as its issue ratings on the EUR90 million revolving credit
facility (RCF) and EUR565 million term loan B (TLB).

S&P said, "We lowered our ratings after Wittur announced it had
received 100% consent from its lenders and shareholders to
implement the proposed debt restructuring transaction. As part of
the debt restructuring, the group has incorporated a new holding
company and holding structure outside the Wittur Group.

"We view the exchange offer as tantamount to a default because
investors will receive less value than the promise of the original
securities, and because the offer is distressed rather than
opportunistic. We assess the capital structure so far as
unsustainable and liquidity as deteriorating, given the inability
to generate free operating cash flow after tax and interest and the
more challenging end markets--especially in China (one of Wittur's
main revenue-generating areas)."

In S&P's view, the transaction offers less than the original
promise because:

-- Part of the existing first-lien lenders that are being hived-up
to the new holding company level will be subordinated to the
first-lien debt remaining at the operating group level, which
represents an alteration of their ranking.

-- Original second-lien lenders will be completely wiped out and
will receive less than originally promised since they are being
exchanged for equity.

-- Maturity of the original first-lien facilities will be extended
by two years to 2028.

-- Accrued cash interest of about EUR30 million on the existing
first-lien term loan will not be paid in cash, but instead be
deferred and added to the debt at the new holding company level and
new interest payment terms on the holding company level will be PIK
only.

During the first quarter of 2024, the company expects to complete
the following debt-restructuring measures at the operating group
(Wittur Holding GmbH) level:

-- The original EUR565 million first-lien TLB will be partially
reinstated at the operating group level, with the remaining
first-lien facilities being reinstated above the operating group
level. Maturity of the EUR565 million first-lien TLB will be
extended to 2028 from 2026.

-- Accordingly, EUR390 million of existing first-lien debt,
consisting of EUR344.1 million of term loan, EUR43.1 million of
RCF, and EUR2.7 million of ancillary facility, will be reinstated
as a term loan at the operating group level, with maturity in
September 2028.

-- EUR10.1 million of existing liquidity facility provided by the
current owners, Bain Capital, will be reinstated as a term loan at
the operating group level, with maturity extended to September 2028
from July 2023.

-- EUR14.8 million of the existing ancillary facility will remain
at the operating group level as per the existing terms, but with
maturity extended to February 2028 from April 2026.

Debt restructuring at the new holding company level consists of:

-- The remaining amount of first-lien debt to be reinstated at the
new holding company level will be in the amount of EUR287.3
million, consisting of EUR220.9 million term loan, EUR27.7 million
RCF, EUR1.8 million of ancillary facility, and EUR37.0 million of
accrued and PIK interest, with maturity by December 2028. The new
holding company will pay 0.1% cash interest, as well as 5.9% in PIK
to the hived-up term loan. The hived-up debt will be subordinated
to the first-lien debt remaining at the operating group level.

-- A new money facility in the amount of EUR85 million will be
introduced by KKR to repay the interim funding of up to EUR50.6
million and to support liquidity.

-- Accrued interest from the existing second-lien facility from
February and August 2023 in the amount of EUR26.4 million will also
be added to the aforementioned debt provided by KKR at the new
holding company level. The holding company will pay 0.1% cash
interest as well as 5.9% in PIK on the loan.

-- The existing EUR240 million second-lien term loan solely held
by KKR will be exchanged fully for equity. This will also make KKR
the new owner of Wittur Group with a 95% equity stake in the group
after the debt restructuring is completed.

S&P plans to reassess Wittur's creditworthiness after the
restructuring and will incorporate its forward-looking view of the
group's new capital structure.




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I R E L A N D
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GTLK EUROPE: High Court Rules in Favor of Joint Liquidators
-----------------------------------------------------------
Aodhan O'Faolain at The Irish Times reports that the High Court has
ruled in favour of the joint liquidators of two Irish-based Russian
State-owned leasing firms in proceedings brought against the
entities' parent over attempts to seize aircraft worth an estimated
US$2 billion (EUR1.8 billion).

According to The Irish Times, in his judgment on Dec. 19,
Mr Justice Rory Mulcahy said the liquidators of Dublin-registered
GTLK Europe DAC and GTLK Europe Capital DAC, are entitled to
various declarations concerning claims by the firm's parent: Joint
Stock Company State Transport Leasing Company, relating to some 37
aircraft.

The declarations effectively void several purported "pledge
agreements", which the parent claimed allows it to take ownership
of the aircraft from its Irish-registered subsidiaries, The Irish
Times discloses.

GTLK's Europe group's international leasing business is
headquartered in Dublin.

Represented by James Doherty SC, appearing with Stephen Byrne, said
the liquidators claim the aircraft are the property of the firms in
liquidation and the parent has no legal entitlement to the assets,
The Irish Times notes.

In his judgment, the judge said liquidators Damien Murran and
Julian Moroney, of Teneo Restructuring Ireland, are entitled to
declarations to the effect that the pledge agreements are void and
unenforceable as a matter of Irish law and that the liquidators
retain title to the aircraft, The Irish Times relates.

The judge, as cited by The Irish Times, said there was no evidence
the alleged pledge agreements, which were used as securities for
loans of more than US$300 million (EUR273 million) allegedly
advanced to the companies by its parent, was ever formally
registered or that any attempts were made to formally register
them.

The judge said that the liquidators were only made aware of the
alleged pledge agreements in September, several months after the
company was put into liquidation, according to The Irish Times.

There was no mention of the pledge agreements in the company's
books and records, he said, The Irish Times notes.

The judge added that there was no mention of said pledge
arrangements, which would put the parent in a better position
compared to other creditors of the companies, when sworn statements
were put before the courts in respect of a proposed examinership,
and when the companies had initially opposed the winding up order
brought against it, The Irish Times relays.

The judge noted that the joint liquidators do not expect to recover
the aircraft, which are all believed to be based in Russia and that
the declarations will be used as part of insurance claims that have
been made by the liquidators in respect of the assets, according to
The Irish Times.

The judge said that the parent firm's lawyers had said in
correspondence that it would not get a fair hearing in this
jurisdiction and had argued that the matter should be determined by
the Russian courts, The Irish Times discloses.

The judge rejected those contentions, adding that the parent was
given every opportunity to participate in the proceedings, but
chose not to do so, The Irish Times states.

In its proceedings against the parent, the liquidators said the
defendant informed it that it was registering itself as the
aircraft's legal owner, The Irish Times recounts.

GTLK's parent, which is owned by the Russian Federation, claimed it
was entitled to be registered as the legal owner under "pledge
agreements" that are governed by Russian law, allegedly entered
into between it, GTLK Europe, and nine other GTLK Europe group
companies, according to The Irish Times.

The agreements, it claimed were allegedly entered into in March
2022, two weeks before the parent became the subject of EU
sanctions imposed following Russia's invasion of Ukraine, The Irish
Times states.

The parent claimed that the agreements were security for loans to
GTLK Europe, The Irish Times notes.

Several subsidiaries of the GTLK group were notice parties to the
action.

The Irish-registered firms, which are part of the wider GTLK group,
were wound up earlier this year following an application by four
creditors who claimed they were owed more than US$178 million
(EUR162.2 million) by the firms, The Irish Times discloses.




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

BANK FREEDOM: S&P Affirms 'B/B' ICRs, Outlook Negative
------------------------------------------------------
S&P Global Ratings affirmed its 'B/B' long- and short-term issuer
credit ratings on Bank Freedom Finance Kazakhstan JSC. The outlook
is negative.

S&P revised upward its stand-alone credit profile (SACP) on the
bank to 'b' from 'b-'.

Bank Freedom Finance has budgeted for moderating growth rates in
2024-2025. Following three years of very rapid expansion in
securities and loans from a low base, the bank plans to moderate
its annual growth rates to about 20%-30%. In the loan portfolio,
the small and midsize enterprise (SME) segment will spur growth,
while the rate of car loans and mortgages arranged under government
support programs will slow.

Moderation of growth alongside good profitability should strengthen
the bank's capitalization. S&P said, "We forecast that Bank Freedom
Finance's risk-adjusted capital (RAC) ratio will be approximately
5.2%-5.5% at year-end 2023. This is an increase from 4.5% a year
earlier, boosted by a capital injection of Kazakhstani tenge (KZT)
30 billion, expected net income of about KZT22 billion, and
reallocation of securities toward Kazakhstan government bonds from
Kazakh government-related entities (GREs) with a higher risk
weight. If the bank does not exceed its budgeted annual balance
sheet growth of about 20%-30%, we expect that the RAC ratio will
remain above 5% in 2024-2025."

S&P said, "We expect the bank to demonstrate better asset quality
than peers even taking into account loan seasoning. We consider the
risk management function is well developed for a bank of this size
and is set up to handle its rapid growth. In addition, its advanced
level of digitalization and IT development should support growth.
Bank Freedom Finance has a high refusal rate for its products.
However, the bank's scoring models, which were developed in-house,
still have a limited track record. The bank projects that Stage 3
loans will increase to about 2% by year-end 2024 from 1.1% as of
Dec. 1, 2023 as loans season, and we share this view. Stage 3 loans
will remain significantly below our estimate of the Kazakhstani
banking system average of about 7%-8%.

"We think that the bank will remain the main entity in Freedom
group that holds a proprietary securities portfolio over the next
24 months. Bank Freedom Finance's balance sheet composition and
business model differs from most banks in Kazakhstan, where the
loan portfolio typically accounts for well over half of total
assets and the main source of income. Bank Freedom Finance's
securities portfolio of mainly Kazakh government and GRE bonds was
worth KZT1.3 trillion ($2.9 billion) and accounted for about 61% of
its balance sheet as of Sept. 30, 2023. Its securities portfolio is
funded through repurchase (repo) transactions, while its deposits
fully fund loans. Thus, we note a significant maturity mismatch
between securities held to maturity and shot-term repos."
Positively, however, a large portion of Kazakh GRE bonds on the
bank's balance sheet--Kazakhstan Sustainability Fund, Development
Bank of Kazakhstan, Samruk, and Baiterek--are treated as government
bonds for repo purposes, forming a single collateral pool.

The negative outlook on the long-term rating on core subsidiary
Bank Freedom Finance mirrors that on Freedom group.

S&P foresees possible longer-term franchise implications for the
group's entities from market events stemming from adverse
short-seller coverage. The negative outlook also reflects the
pressure that rapid growth has placed on the group's capitalization
and risk profiles.

Downside scenario

S&P said, "We could downgrade Bank Freedom Finance over the next 12
months if the group does not demonstrate an adequate track record
of effectively managing legal, compliance, and governance risks
across its multiple subsidiaries. We could also lower the ratings
if the Freedom group fails to maintain at least adequate
capitalization, as measured by the RAC ratio, and strong earnings
capacity. This could result from further acquisitions, continued
growth of its proprietary securities position, or a
faster-than-expected expansion of client operations on Freedom
Holding Corp.'s balance sheet and less robust earnings. In
addition, we could downgrade the bank if it becomes materially less
important to the group strategy, or if we are less confident that
it would receive group support."

Upside scenario

S&P said, "We could revise the outlook on the bank's ratings to
stable from negative over the next 12 months if we take a similar
action on the group ratings. This could stem from us observing that
the group is strengthening its governance and risk management. A
positive rating action would also hinge on our RAC ratio for the
group stabilizing at the current level, supported by strong
earnings generation and limited acquisitions."




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

COVIS PARENT: Moody's Cuts CFR to Caa3, Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of Covis Parent SCA (Covis or the company) to Caa3 from
Caa1. Moody's has also downgraded to Ca from Caa1 the ratings on
the currently outstanding $676 million equivalent backed senior
secured first lien term loans, split into a euro-denominated term
loan and dollar-denominated term loan B, and the $100 million
backed senior secured revolving credit facility (RCF). Both these
facilities are borrowed by the company's subsidiary Covis Finco S.a
r.l. In addition Moody's has downgraded the rating on the $64
million backed senior secured first lien term loan A to B3 from B1,
borrowed by Covis Finco S.a r.l., and downgraded the company's
probability of default rating to Ca-PD from Caa1-PD. The outlook on
both entities has changed to negative from stable.

The rating action and outlook reflects:

-- Limited liquidity leading to expectations of a default and
further debt restructuring and substantial losses for creditors

-- The company's high working capital outflows and exceptional
costs, alongside ongoing EBITDA reductions, leading to very weak
cash flows since the company's restructuring in May 2023

-- Ongoing trading challenges in relation to drug withdrawal,
generic competition, and competition from new therapies

RATINGS RATIONALE

Despite the significant restructuring of the balance sheet
completed in May 2023, Covis has continued to underperform compared
to management's plan and Moody's expectations, particularly in
relation to cash outflows, leading to renewed pressure on its
liquidity. Moody's had expected Covis' sales and EBITDA to decline
year on year mainly as a result of the withdrawal of Makena, and
the impact of guideline changes and the acceleration of triple
combination therapies on its COPD business.

However, the most significant component of the company's
underperformance relates to its cash flows. In the nine months
ended September 2023, Covis reported free cash outflows, before the
effects of the restructuring transaction, of $74 million, including
working capital outflows of around $50 million, and exceptional
items added back to EBITDA of around $39 million. Whilst the
company has utilised new accounts receivables (AR) financing to
support liquidity, this has now nearly reached its maximum
capacity. Working capital and free cash outflows are expected to
deteriorate through the rest of the year driven particularly by the
payment of customer rebates and discounts and unwinding of related
working capital as sales have reduced. The company's total debt
amounts to around $900 million, including its AR facility
utilisation, representing around 8.2x Moody's estimates for 2023
EBITDA (on a Moody's-adjusted basis), which is likely to exceed the
recovery value of the business.

Covis continues to face challenges in relation high drug
concentration with reliance on asthma drug Alvesco for over 35% of
sales, which is expected to face generic competition in Europe in
2024, and on the company's limited COPD treatment portfolio, which
is in decline due to its substitution by new triple therapies.

LIQUIDITY

The company's liquidity is weak. As at September 2023 it had total
available liquidity of $34 million, comprising cash of $19 million,
undrawn revolving credit facilities of $15 million, and minimal
capacity for drawing further on its AR facility. It experienced a
$25 million cash outflow in the third quarter to September, with
cash outflows expected to continue in the final quarter driven
largely by adverse working capital movements. Absent restructuring
or other mitigating actions it is likely that a liquidity shortfall
will arise in early 2024.

STRUCTURAL CONSIDERATIONS

The backed senior secured term loans, split between a USD term loan
B and EUR term loan, are rated Ca, reflecting their ranking behind
the backed senior secured term loan A, which is effectively a super
senior tranche and is rated B3.

OUTLOOK

The negative outlook reflects Moody's expectations that a further
restructuring transaction will occur leading to a default.

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

The ratings could be upgraded if debt is substantially reduced as a
result of financial restructuring, or if anticipated recoveries
exceed current expectations, alongside evidence of a stabilisation
of trading performance and cash flows.

The ratings could be downgraded if anticipated recoveries are below
current expectations, or if there are further sustained declines in
trading and continued high cash outflows.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Pharmaceuticals
published in November 2021.

CORPORATE PROFILE

Covis, headquartered in Zug (Switzerland) and Luxembourg, markets
and distributes a portfolio of patent-protected and mature drugs in
the respiratory and critical care areas, with a presence in over 50
countries. Founded in 2011, it was acquired by funds affiliated
with Apollo Global Management, Inc. in March 2020. In 2022, Covis
reported revenue and EBITDA pre-exceptionals of $429 million and
$181 million respectively.

CULLINAN HOLDCO: S&P Downgrades ICR to 'B', Outlook Stable
----------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Luxembourg-based Cullinan Holdco SCSp (Cullinan) to 'B' from 'B+'.

The stable outlook reflects S&P's expectations that, thanks to
positive discretionary cash flows, debt to EBITDA will return to
about 6.0x and not weaken further.

S&P said, "Even though, Graanul management confirms that the
contractual dispute with the company's largest customer has been
resolved, we believe that earnings dilution will lead to a higher
increase in leverage than we previously anticipated. Cullinan
reported EBITDA of about EUR40 million for the first nine months of
2023, indicating that full-year results will be significantly below
our expectation of EUR140 million-EUR150 million. The deterioration
resulted from rising production costs and the company's inability
to pass on these costs. Graanul managed to renegotiate many
contracts with its customers during the year but ended up in a
legal dispute with its largest customer, which typically accounts
for about 30% of annual volumes produced. Graanul was unable to
renegotiate this contract until Dec. 18, 2023. The new contract
will last four years. During the legal dispute, Graanul continued
to deliver the contracted volume of 405,000 tons of wood pellets
during the first nine months 2023, but with a negative margin,
which weighed heavily on both operating performance and debt to
EBITDA.

"Now that Graanul has signed a new contract with its largest
customer, we expect Graanul's margins and earnings will increase
materially in 2024, compared with the first nine months of 2023.
That said, we still believe Graanul's margins will be structurally
lower than they were in 2022, and in our previous base case. Most
of its renegotiated contracts are based on cost plus a margin; this
improves the ability to pass on costs, but reduces margins. The new
terms do not apply retroactively, so Graanul will not receive any
compensation for the operating loss it incurred during the first
nine months of 2023. Based on the new contracts, we have revised
our assumptions and now expect EBITDA to be EUR110 million-EUR120
million over the next years. The weak EBITDA results this year
weighed heavily on debt to EBITDA, which we expect will be about
10.0x by end-2023 and 6.0x by end-2024."

Rising production costs and Graanul's inability to maintain margins
have revealed weaknesses in Cullinan's contract structure and weigh
heavily on our business risk assessment. Market conditions proved
challenging for Graanul over 2022-2023. Inflation in the Baltic
area, where Graanul operates, peaked at above 20%; raw materials
were scarce; the slowing economy meant less construction, and so
less sawmill activity; and the EU imposed sanctions against Russia
and Belarus. As a result, production costs increased materially, by
300%. In many cases, the underlying long-term take-or-pay contracts
limited Graanul's ability to pass on its costs. Instead of securing
volumes with healthy margins, these types of take-or-pay contracts
with their very strong legal binding became a financial burden that
could not be exited prior to maturity. S&P said, "About 70% of
Graanul's annual wood pellet production was subject to a
take-or-pay contract, but we understand that Graanul was able to
renegotiate the price setting mechanism for the vast majority of
these contracts when they were most recently renewed. The new
contract between Graanul and its largest customer increased
Graanul's ability to pass on relevant costs. Graanul's production
costs peaked at EUR200 per metric ton in the first nine months of
2023, from about EUR60-EUR70 per metric ton in 2022. Conditions are
gradually improving and costs are decreasing toward EUR100 per
metric ton, mainly because of a decrease in raw material prices. As
inflation stabilizes, we anticipate that production costs are
likely to remain at about EUR100 per metric ton, on average."

S&P said, "We now believe that Graanul's margins will be
structurally lower than we expected in our previous base case.
Production costs will be higher and more volatile, while margins
will be lower on a larger share of Graanul's contracted volumes.
Despite this, the recent renegotiation of the majority of its
contracts should strengthen its ability to pass on costs in a
timely manner. We anticipate that the main driver of earnings
volatility will be derived from noncontracted volumes, which
account for an average of about 30% of annual volumes produced.
Because we expect lower margins, and high earnings volatility on
Graanul's noncontracted volumes, we have revised downward our
assessment of Cullinan's business risk to weak from fair."

Higher inventories weigh on the production rate, but lower
temperatures during the winter season could increase demand.
Graanul produced 1.671 million tons of wood pellets over the first
nine months of 2023, a year-on-year reduction of only 1%. That
said, year-on-year production in the third quarter of 2023
decreased by 12%, or 526,000 tons, while inventory levels increased
substantially. Graanul therefore sold inventory at a lower price
and had to reduce production in the Baltics as its storage reached
full capacity. Storage was at about 400,000 tons by end-September
2023, compared with about 200,000 tons at the same time in 2022.
Temperatures in the northern part of Europe during the fourth
quarter of 2023 were colder than normal, however, which should
improve demand--lower temperatures typically increase the demand
for wood pellets. This could result in volumes sold of about 2.2
million tons in 2023. S&P said, "We also consider that demand could
increase if wood pellets are used as a transition fuel for
economies dependent on gas or coal, especially since wood pellets
and biomass from wood are considered to be in line with the EU
Taxonomy. That said, we do not expect Graanul will be opportunistic
and increase its production by investing in additional plants or
acquisitions."

S&P said, "Credit ratios are unlikely to be restored over the short
term and we do not believe that Cullinan's majority owner Apollo
Global Management (Apollo) plans to improve credit ratios through
capital injections. We believe that it could take time for Cullinan
to reduce its debt to EBITDA below 5x, in line with our previous
base case. We assume that the company will not undertake any
material growth investments or pay any material shareholder
remuneration over 2024-2025. In our current base case, we foresee
that debt to EBITDA will deteriorate, albeit temporarily, to about
9.0x-10.0x by end-2023 and 5.0x-6.0x by end-2025, which is
considerably higher than our previous base case of debt to EBITDA
of about 4.5x in 2023 and 2024. Maintenance capital expenditure
(capex) is low at about EUR10 million-EUR15 million. We expect,
however, that Cullinan will be able to deliver positive discounted
cash flow of about EUR40 million-EUR50 million in 2024 since we do
not anticipate any dividend payments. Consequently, we revised the
financial risk profile to highly leveraged (FS-6), from aggressive
(FS-5).

"The stable outlook reflects our expectation that Graanul's EBITDA
margins will stabilize at about 20% after it signed a new contract
with its largest customer. We therefore expect EBITDA to be EUR60
million-EUR70 million in 2023 and about EUR110 million-EUR120
million thereafter. This includes our expectation of no material
capex in the coming years and no shareholder remuneration. We
expect debt to EBITDA will reduce to 6x over 2024-2025, from about
10x in 2023."

S&P could downgrade Cullinan if the company experience new legal
disputes or is unable to pass on operating costs in a timely
manner. S&P could also downgrade the company if it anticipated that
adjusted debt to EBITDA would remain above 6.5x, which could happen
if:

-- The recently renewed contract with its largest customer does
not enable Cullinan to pass on costs;

-- Operational production is weak because of raw material scarcity
or other operational issues leading to lower production;

-- The company undertakes largely debt-funded investments; or

-- Cullinan pays material shareholder remunerations.

S&P said, "We could also downgrade Cullinan if it does not extend
its debt maturity profile well in advance of the 2026 maturity of
its EUR250 million and EUR380 million bonds.

"We could raise the rating if the company outperforms our forecast
and demonstrates a significant and sustainable improvement in its
earnings and credit metrics, with stable debt to EBITDA approaching
4.5x. We do not expect any upgrade before 2025."


DIAVERUM HOLDING: S&P Withdraws 'B-' LT Issuer Credit Rating
------------------------------------------------------------
S&P Global Ratings withdrew its 'B-' long term issuer credit and
issue ratings on Diaverum Holding S.a.r.l. and its senior secured
first-lien term loan B. The outlook was stable at the time of the
withdrawal.

The withdrawal is at the issuer's request, following the redemption
of its outstanding senior secured debt.




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

SPRINT HOLDCO: S&P Downgrades ICR to 'CCC+', Outlook Negative
-------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Dutch e-bikes manufacturer Accell Group's parent company Sprint
Holdco B.V. and its issue rating on its senior secured term loan B
(TLB) to 'CCC+' from 'B-', and removed them from the CreditWatch
negative assigned Oct. 5, 2023.

The negative outlook reflects S&P's view that unfavorable business
conditions could continue to threaten the company's liquidity
position and pose serious risks of an event of default, although we
believe the shareholders will remain supportive of the business,
avoiding a liquidity crisis over the next eight to 12 months.

Unfavorable working capital dynamics continue to affect Accell
Group's FOCF after leases, forcing recourse to external debt to
meet operational and financial commitments. Over the first nine
months of 2023, the company reported negative FOCF of about EUR200
million, of which EUR165 million was consumed by a severe
deterioration of working capital stock. This is due to an increase
in the inventory of finished bikes at the dealer level, combined
with the company's strategic decision to carry over the production
of finished bikes, given the higher value of bikes compared to
single components. S&P said, "Consequently, we now think Accell
Group's working capital position will only start to normalize in
2025, compared to our previous expectations of second-half 2024. We
forecast the working capital stock will remain high at about
75%-80% of total revenue in 2023 and about 65% in 2024, compared
with our previous expectations of about 55% in both years and the
about 35% in 2019."

The significant value trapped in working capital is having severe
effects on the company's liquidity and hindering its ability to
face operational and financial obligations. Alongside the
implementation of significant restructuring measures--including
downsizing production facilities, reducing the workforce, and
implementing procurement savings--Accell Group raised a EUR100
million receivable securitization facility, of which EUR45 million
will be drawn during fourth-quarter 2023, and an additional EUR150
million under the intercompany revolving credit facility (RCF)
provided by the shareholders. S&P said, "We view these facilities
as positive in the near term because they shore up the company's
liquidity position, enabling it to face obligations over the next
eight to 12 months. Nevertheless, both are treated as debt under
our criteria, causing S&P Global Ratings-adjusted debt to increase
to EUR1.3 billion in 2023, compared with our expectation of EUR1
billion previously. Given the severe stress on the company's
liquidity, we believe it is unlikely to start repaying its
obligations before 2025, raising questions regarding the long-term
sustainability of the capital structure."

A soft macroeconomic environment and aggressive discounts in the
industry are hurting Accell Group's profitability. High interest
rates and inflation in the eurozone are pressuring the
discretionary budgets of European consumers, particularly in
Germany where trade conditions deteriorated relatively more than
other countries. Under these conditions, consumers have delayed
their bike purchase decisions, even in underpenetrated and
favorable government support markets, such as France. To support
demand and reduce inventory, many bike manufacturers, including
Accell Group, started to offer significant discounts to dealers and
end consumers. S&P said, "While we initially thought that discounts
would only been applied to older models, we now think that they
will also affect models produced in 2023 and 2024. Given the
significant inventory and aggressive approach to discounts taken by
most bike manufacturers, we believe a major selloff of bike stocks
is very likely. In turn, we expect Accell Group's profitability
will be severely depressed with negative adjusted EBITDA in 2023
and 2024, compared with our previous expectations of about EUR100
million in 2024, and the about EUR86 million recorded in 2019."

S&P said, "We believe that the shareholders will continue to
support the company, reducing (but not eliminating) the risk of an
event of default over the next eight to 12 months. Financial
sponsor KKR acquired Accell Group in a public-to-private leveraged
buyout that closed in September 2022. The financial sponsor,
alongside minority investor Dutch investment firm Teslin,
contributed equity of EUR1.3 billion for a total purchase
consideration of EUR1.9 billion. Over the past three months, the
shareholders have supported Accell Group through an increase in the
intercompany RCF up to EUR150 million, incremental to the EUR100
million raised under the same facility in May 2023. While the
intercompany RCF forms part of our adjusted debt definition, we
view positively the liquidity support from the shareholders, since
it will help the company to serve its financial commitments over
the next eight to 12 months. We believe that the absence of
imminent financial maturities, the relaxed terms of the financial
covenants, and the significant equity contributions over the past
12 months create a strong incentive for the shareholders to support
Accell Group over the medium term. Nevertheless, the restoration of
a stronger liquidity position is significantly reliant on improved
business conditions in the bike industry. If market conditions do
not recover or Accell Group's stand-alone performance does not
improve, we cannot exclude that shareholder support could falter,
increasing the possibility of an event of default.

"Long-term tailwinds, secular changes in customer preferences, and
price increases still remain supportive of the industry outlook.
Despite difficult market conditions in 2023 and 2024, we believe
that long-term e-bike market fundamentals remain strong. This is
fueled by increased attention on maintaining healthy and
sustainable lifestyles, governments' committed spending on cycling
infrastructure in various European countries, as well as subsidies
to support customers' shift toward clean transportation. We also
see substitution trends between e-bikes and traditional bikes,
improving penetration and expanding the bicycle market value,
particularly in Central and Southern Europe. Accell Group should be
well positioned to profit from these trends, given that about 80%
of its 2022 bike sales were derived from e-bikes, and we think this
share will increase to 90% by 2027. Nevertheless, the market is
highly fragmented with several specialized manufacturers--such as
Trek, Giant, and Merida--competing globally for market share. The
segment is also attracting new entrants; auto original equipment
manufacturers, such as BMW, Porsche, and Mercedes-Benz have
launched premium e-bikes. On top of this, a few suppliers of
critical components, such as Shimano or Bosch, are in strong
negotiating positions with manufacturers. While the group's
strategy remains focused on clear customer segmentation,
premiumization, and increased brand penetration through more points
of sale, these external factors create execution risk for the
initial business plan.

"The negative outlook reflects our view that the elevated finished
product inventory and aggressive discounts from bike manufacturers
imply a fragile and slow recovery in the European bike industry.
This could prevent Accell Group from restoring an adequate
liquidity position and increase the likelihood of default events."

S&P could lower the rating if it sees an increased probability that
Accell Group could default within the next 12 months, for example,
if:

-- The group does not sustainably reduce its working capital
position by disposing of its inventory of finished bikes, and
intrinsically improve its liquidity position;

-- The main shareholder KKR becomes unwilling to support the group
further, for instance by removing the financial and operational
resources it has provided so far; or

-- There is an increasing risk of a specific default events, such
as a standstill, interest forbearance either by deferral or by
introducing a payment-in-kind (PIK) toggle feature in the senior
financing agreement or others without adequate compensation;
priming risk to the existing debt through priority debt
introduction; a distressed exchange; or a debt restructuring.

The group would likely need to demonstrate a sustainable track
record of improving its organic operating performance and credit
metrics to underpin a positive rating action over the next 12
months.

An upgrade could happen if:

-- The group outperforms our forecast, demonstrating a clear and
evidenced path to a permanently sustainable capital structure.
This would likely result from improved business, and economic
conditions, allowing the company to increase its revenue and
profitability;

-- The working capital position becomes more sustainable, reducing
pressure on liquidity, and the group achieves at least breakeven
FOCF after leases, demonstrating it can meet fixed financial
commitments;

-- The liquidity position is restored to adequate; and

-- There is no risk of default events occurring, such as interest
forbearance, a debt restructuring, or a purchase of the group's
debt below par.




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

HURTIGRUTEN GROUP: S&P Downgrades ICR to 'CC', Outlook Negative
---------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Hurtigruten Group AS to 'CC' from 'CCC-', its issue rating on the
term loan B (TLB) and term loan B1 (TLB1) to 'CC' from 'CCC-', and
our issue rating on EUR300 million bond issued by Explorer II AS to
'CCC-' from 'CCC', one notch higher than the issuer credit rating.

The negative outlook indicates that S&P will lower its issuer
credit ratings on the company to 'SD' (selective default) and on
the TLB and TLB1 to 'D' (default), upon completion and
implementation of the proposed transaction.

The downgrade follows Hurtigruten Group's Dec. 12, 2023,
announcement of its intention to restructure its debt. Under this,
the group will proceed with the reinstatement of the NFA and SFA as
a EUR345 million senior secured facility issued by Hurtigruten
Group AS, maturing in September 2027, and a EUR666 million senior
secured facility, issued by a new holding company, maturing in
February 2029. The restructuring will also lead to a maturity
extension for the EUR53 million SUNs from February 2025 to February
2030, and a EUR53 million interest deferral for the payments due in
February, March, and April 2024, which will be capitalized as part
of the new debt.

In addition, the transaction implies the enhancement of the group's
tight liquidity position over the near term through the issuance of
EUR74 million in interim financing, which provides the group with
EUR33 million of net liquidity. A new EUR205 million exit facility
will then be used to refinance the interim funding and will provide
the group with EUR100 million of liquidity. It will rank super
senior within Hurtigruten Group AS. Furthermore, on Dec. 6, 2023,
the group obtained a waiver for its EUR25 million minimum liquidity
covenant, covering the month of November.

As of Dec. 11, 2023, the group had received about 71% consent from
the existing SFA and NFA lenders and 34% approval from the SUN
lenders. However, closing the transaction requires 100% approval.
If this is not achieved, the transaction is expected to follow a
U.K. scheme of arrangement procedure. The company expects
transaction close by February 2024. S&P notes that the EUR300
million Explorer II Bond is not part of the proposed
restructuring.

S&P said, "We will view the proposed transaction as tantamount to a
default upon implementation because we view it as distressed. The
proposed transaction foresees the extension of the SFA and NFA
maturities to September 2027 and February 2029, respectively. The
maturity of the EUR53 million SUNs will also be extended by five
years until 2030. Under the new terms, the proposed senior secured
facilities will be subordinated to the new EUR205 million exit
facility. Additionally, and to address the cash-paying debt burden
and allow additional liquidity flexibility, the new terms include a
payment-in-kind (PIK) interest element. We believe that the
proposed priority-lien debt that will be raised, the respective
maturities extension, and the implied changes to the terms of the
senior secured debt fall short of the original promise to lenders,
which have not been offered appropriate compensation for the
changes. If completed as expected, we would consider the
transaction tantamount to a default because it implies that
investors are likely to receive less value than originally
promised. Without completion of the proposed transaction and
amendments, we view the group as exposed to a liquidity shortfall
and covenant breach over the near term. We therefore consider the
proposed transaction distressed and would treat it as a default and
lower our ratings on the company to 'SD' and on the TLB and TLB1 to
'D' when completed.

"The negative outlook indicates that we will lower our issuer
credit ratings on the company to 'SD' (selective default) and on
the TLB and TLB1 to 'D' (default), upon completion and
implementation of the proposed transaction."




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

INTERNATIONAL PARK: Moody's Alters Outlook on 'B3' CFR to Positive
------------------------------------------------------------------
Moody's Investors Service has affirmed International Park Holdings
B.V.'s ("PortAventura" or "the company") B3 corporate family rating
and its B3-PD probability of default rating. Concurrently, Moody's
has also affirmed the B3 rating on the EUR640 million guaranteed
senior secured term loan maturing 2026. The outlook was changed to
positive from stable.

RATINGS RATIONALE

The rating action reflects PortAventura's better than expected year
to date October 2023 operating performance which will support a
deleveraging to around 5.5x by year end 2023. The improved credit
metrics position the company more strongly within the B3 rating
category. The positive outlook also reflects Moody's expectation of
further deleveraging over the next 12-18 months with FCF turning
positive.

PortAventura has performed strongly since the pandemic. Earnings
have recovered fully to pre-pandemic levels in 2022 and continued
to grow in 2023. As of October 2023 revenues and EBITDA were up by
9% and 5%, respectively, compared to the same period in 2022. While
spending per capita was flat compared to 2022, the attendance at
its parks increased by 7%. The lower revenue per occupied room (due
to the increase in opening days during the low season, the increase
of the events business and the higher occupancy level in the hotels
under management) for its hotels was also compensated by higher
room nights. The company's year to date October 2023 EBITDA margin
was slightly down compared to 2022 due to high cost inflation,
however, broadly in line with Moody's expectation. With the full
repayment of its revolving credit facility (RCF) in Q3 2023 and no
expected drawings in Q4 2023 Moody's expects Moody's adjusted
leverage to improve to around 5.5x in 2023 from around 6.5x in
2022.

Over the next 12-18 months Moody's assumes some further
deleveraging on the back of the company's ongoing performance
improvement initiatives including the calendar year extension,
further growth in school and group attendance and further increase
of its hotels under management services. While free cash flow
(FCF), on a Moody's adjusted basis, will  be negative in 2023
Moody's expects FCF to turn back positive in 2024. FCF in 2023 was
impacted by its higher expansionary capex investments and one-off
financing fees from the Amend & Extend transaction completed in
February 2023.

PortAventura's rating continues to reflect its established position
as a European family destination resort operator with a good
geographical location and well-invested parks; positive industry
fundamentals and high barriers to entry; and good track record of
growth with high margins.

At the same time Moody's remains cautious given the weaker
macroeconomic environment and Portaventura's exposure to
discretionary spending. The company's rating also continues to be
constrained by its overall smaller scale and single-site location
compared to other rated peers as well as the seasonal nature of its
businesses.

LIQUIDITY

PortAventura's liquidity profile is adequate. As of September 2023,
it was supported by EUR50.5 million cash on balance sheet, and a
fully undrawn RCF of EUR52.5 million due in June 2026. While
Moody's expects the liquidity position to weaken over the next two
quarters as the company enters the low season, Moody's views the
overall liquidity position as sufficient to support the business
over the next 12-18 months. Moody's also notes that the company has
a significant level of unencumbered assets, which provides
additional liquidity flexibility.

The company's RCF has one springing net leverage covenant of 8.75x
only tested when the drawn RCF represents more than 35% of the RCF
commitment. As of September the net leverage stood at 4.4x
providing ample headroom.

STRUCTURAL CONSIDERATIONS

The EUR640 million senior secured term loan is rated in line with
the CFR. The instrument is senior secured and guaranteed by
guarantors that represent around 80% of the group's EBITDA and
total assets. The security consists of bank accounts and shares of
the issuer and the subsidiary guarantors. The RCF (unrated) is
secured by the same collateral as the senior secured term loan. The
B3-PD is at the same level as the CFR, reflecting the use of a
standard 50% recovery rate as is customary for capital structures
with first-lien bank loans and a covenant-lite documentation.

OUTLOOK

The positive outlook reflects PortAventura's strong operating
performance in 2023 and Moody's expectation that the company's
leverage, on a Moody's adjusted basis will decline to below 5.5x
over the next 12-18 months.  The positive outlook also incorporates
Moody's expectation that PortAventura's FCF, on a Moody's adjusted
basis, will turn positive in 2024 and that the company will
maintain an adequate liquidity.

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

Moody's could upgrade the company's rating if it continues to
improve sales and earnings, reflected in Moody's adjusted leverage
reducing towards 5.0x on a sustained basis, Moody's adjusted
EBITA/Interest remains around 2.0x on a sustained basis and
Moody's-adjusted FCF turns materially positive while maintaining a
solid liquidity profile.

Negative rating action could materialize if Moody's-adjusted
leverage increases to above 6.5.x on a sustained basis; Moody's
adjusted EBITA/Interest falls below 1.5x on a sustained basis, or
if FCF remains negative or its liquidity weakens.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Based in Vila-seca, Spain, PortAventura is a fully integrated
destination resort that consists of three main theme parks: the
PortAventura World Park, the PortAventura Caribe Aquatic Park, and
the Ferrari Land Park. These resorts are complemented by a
Convention Centre, six fully owned themed hotels and 3 hotels under
management.

KRONOSNET TOPCO: S&P Downgrades LT ICR to 'B', Outlook Stable
-------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
KronosNet Topco S.L. (KronosNet) and its subsidiary, KronosNet CX
Bidco 2022 S.L., to 'B' from 'B+'. S&P also lowered the issue
rating on the group's senior unsecured EUR870 million term loan B
(TLB) to 'B' from 'B+'. The recovery rating on the debt is
unchanged at '3', indicating S&P's expectation of about 50%
recovery in the event of default.

The stable outlook reflects S&P's expectation that the realization
of synergies with Comdata and easing macroeconomic conditions will
help KronosNet reduce debt to EBITDA to 5.6x by year-end 2024 while
generating positive free operating cash flow (FOCF).

S&P said, "A difficult macroeconomic environment and difficulties
integrating Comdata are driving the weaker-than-expected
performance in 2023. Despite close to 10% organic growth at
constant foreign exchange rates, the depreciation of Latin American
currencies reduced reported growth to reduce only 2%. In addition,
KronosNet faces lower demand in Europe in the second half of 2023,
mainly from its telecommunications and energy clients.
Consequently, we now expect 2.0% revenue growth in 2023 compared
with 7.7% previously. Delays in passing on cost inflation to
clients and operational challenges, like higher absenteeism and the
loss of a profitable contract in Italy, lead us to anticipate that
adjusted EBITDA margins will decrease by 20 basis points (bps) to
9.5% in 2023, whereas we previously expected a 210 bp expansion to
11.8%.

"Despite further revenue growth and margin accretion in 2024, we no
longer forecast adjusted leverage will decrease below 5.0x by
year-end 2024. We expect 7.5% revenue growth in 2024, mainly fueled
by price increases incurred during 2023, the ramp up of contracts
previously won, and benefits from initiatives taken at Comdata,
such as the new leadership in France--recruited in in the fourth
quarter of 2023. Helped by slower inflation and nonrenewal or
renegotiation of unprofitable contracts, cost synergies realized
with Comdata, and lower exceptional costs incurred to realize these
synergies, we anticipate adjusted margins will rise by 210 bps to
11.6%. We also understand that in 2024 the bulk of the integration
work with Comdata will be complete, helping the company focus on
improving operations. Nevertheless, we forecast adjusted leverage
will remain largely above 5.0x, at 5.6x, compared with our previous
expectations of a decline to 4.5x.

"FOCF generation will be largely negative in 2023 before recovering
into positive territory in 2024. We forecast free operating cash
flow (FOCF) of minus EUR64 million in 2023. This is due to
increasing capital expenditure (capex) of EUR59 million, linked to
investments in growth and bringing Comdata to the level of Konecta
in operational excellence, and working capital outflows of EUR32.5
million, linked to a buildup owing to numerous contracts won during
the year, which are progressively increased. In 2024, we expect a
recovery of FOCF to EUR21 million thanks to EBITDA growth, broadly
flat capex in percentage of revenue, and tight working capital
management. This translates into negative FOCF after leases of
EUR124 million in 2023 and EUR40 million in 2024 in our base case.
However, KronosNet's liquidity remains adequate, supported by about
EUR120 million of its undrawn RCF that we expect at year-end 2023
and no major near-term maturities.

"FFO cash interest coverage will significantly tighten in 2023 and
2024 due to high cash interest expenses. We expect cash interest
expenses to reach to EUR117 million in 2023 and EUR121 million in
2024. This is largely due to the sharp increase in the Euro
Interbank Offered Rate, despite about 80% of the TLB being hedged.
As such, we now anticipate FFO cash interest coverage will be at
1.5x in 2023 and 1.9x in 2024.

"The stable outlook reflects our expectation that the realization
of synergies with Comdata and easing macroeconomic conditions will
help KronosNet deleverage to 5.6x by year-end 2024 while generating
positive FOCF.

"We could lower the rating if economic headwinds or operational
missteps result in FOCF staying negative in 2024, coupled with
pressure on liquidity, or FFO cash interest coverage remaining
subdued below 2x without prospects for recovery. We could also take
a negative rating action if the company pursues material
debt-funded mergers and acquisitions, or shareholder returns such
that leverage climbs above 7.5x.

"We see a positive rating action as unlikely in the near term. We
could consider raising the rating if KronosNet focuses on reducing
its leverage sustainably below 5.0x, and financial sponsor
Intermediate Capital Group (ICG) commits to maintaining leverage
below these levels. This would likely come from an improvement in
operating performance, indicating the successful integration of
Comdata, which would result in improving margins and comfortably
positive FOCF generation."




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

MAGNUS GROUP: Running at a Loss Prior to Pre-pack Sale
------------------------------------------------------
Chris Tindall at Motor Transport reports that Magnus Group was
making a GBP1 million loss before it was sold in a pre-pack deal
for GBP20,000, according to a report to creditors.

The Ipswich-based haulier entered administration on Nov. 23
following almost a year of difficulties that began with electricity
charges jumping from GBP3,000 a month to GBP22,000, Motor Transport
recounts.

According to Motor Transport, Larking Gowen LLP said business rates
also increased in 2023 and Magnus Group was struggling with delays
in pending new business commencing.

It was forced to make redundancies that helped save it GBP500,000
and as the transport division was continually underperforming the
decision was made to remove the transport director in March as
well, Motor Transport notes.

In April, the business took on an unsecured loan of GBP250,000 at
an interest rate of 42%, enabling it to pay remaining staff and
Magnus believed this would buy the firm time for one of the many
contracts which it was told would begin imminently, Motor Transport
discloses.

According to management accounts, in the year to September 30,
Magnus Group reported a turnover of GBP17.3 million but it was
making a loss after tax of GBP1 million, Motor Transport relays.

Larking Gowen, as cited by Motor Transport, said the pre-pack sale
of the business to Hemisphere Freight Services was seen as the best
option because Magnus was running at a loss with cash reserves
depleting every day and so it needed to enter into an accelerated
sales process:

"A pre-pack sale of the business and assets was in the best
interests of the creditors as a whole as it will allow the company
to make a return to the secured and preferential creditors," it
added.

"The sale means 25 members of staff have kept their jobs which in
turn has reduced the liabilities of the company compared to a
liquidation."

Unsecured creditors are estimated to be owed almost GBP4 million,
Motor Transport states.


SEVEN TUNS: On the Brink of Administration Amid Declining Trade
---------------------------------------------------------------
Camilla Foster at Swindon Advertiser reports that the owner of a
popular gastro-pub near Cirencester which closed due to rocketing
bills and declining trade has issued an urgent appeal for help.

Chedworth's 17th century pub The Seven Tuns Inn closed at the
beginning of December and now its owner Simon Willson-White has
appealed to the public for donations to stop it from going into
administration, Swindon Advertiser relates.

According to Swindon Advertiser, the pub owner has been hosting
wine and cheese evenings to make money from left over stock but has
called for extra support as the business needs GBP12,000 to prevent
it from going into administration.    
                                                                   
  
Mr. Willson-White first took over the pub -- which is leased by
Wellington Pub Company -- with Tom Conway five years ago but has
found the last few months particularly challenging. Swindon
Advertiser notes.

He said when business was booming eight months ago he never thought
he would find himself running out of money, Swindon Advertiser
relays.

Talks about closure first started in November when he noticed that
Christmas bookings were coming in much slower compared to last
year, Swindon Advertiser recounts.

According to Swindon Advertiser, he said this follows a prevalent
trend since the pandemic -- which has been exacerbated by the
cost-of-living crisis -- where people are deciding to stay at home
rather than spend money in their local pubs.

This coupled with enormous electricity bills -- which have
skyrocketed from initially being GBP1,000 per month to GBP6,000 at
its worst -- has made the business unviable, Swindon Advertiser
discloses.

He told the Standard that although talks about a potential "rescue
package" have been voiced he doesn't want to get his hopes up,
Swindon Advertiser notes.

Attempts to find a buyer have been unsuccessful and the pub now has
no premium, Swindon Advertiser states.

This week he decided to set up a GoFundMe page in a last minute
attempt to stop the business from going into administration before
Christmas, Swindon Advertiser relates.


SQUIBB GROUP: Formally Placed Into Liquidation
----------------------------------------------
Dave Rogers at Building reports that Squibb Group has been formally
placed into liquidation, according to documents filed at Companies
House.

Squibb has been going since 1948 and in its last set of results
filed at Companies House, the firm saw turnover rise 5% to GBP32.9
million in the year to January 2022, Building discloses.  Income at
its demolition business rose 6.5% to GBP31 million, Building
notes.

But documents filed at Companies House show the company's
registered address in Essex has changed to the Canary Wharf office
of corporate restructuring firm Begbies Traynor which has been
listed as the liquidator, Building relates.

A meeting of Squibb's creditors to decide whether to accept a
Company Voluntary Arrangement was twice pulled last month, Building
states.

Squibb was one of 10 firms fined a total of GBP60 million in March
by the Competition and Markets Authority (CMA) for its involvement
in the sector's bid-rigging scandal.

The CMA cleared it of making so-called "compensation payments",
having initially been found guilty of doing so, with Squibb hit
with a GBP2 million fine, Building recounts.


TULLOW OIL: Moody's Affirms 'Caa1' CFR, Outlook Remains Negative
----------------------------------------------------------------
Moody's Investors Service has affirmed Tullow Oil plc's corporate
family rating of Caa1 and probability of default rating of Caa1-PD.
Concurrently, Moody's affirmed both the backed senior secured
global notes rating of Caa1 and the backed senior unsecured global
notes rating of Caa2. The outlook is maintained at negative.

RATINGS RATIONALE

The rating action primarily reflects refinancing risks posed by a
highly-leveraged capital structure relative to Tullow's earnings
and cash generation capacity, with meaningful debt maturities
approaching. The rating action also reflects continued uncertainty
around the evolution of the geopolitical situation in Government of
Ghana (Ca, stable) and, to a lesser extent, in Government of Gabon
(Caa1, negative), which respectively accounted for 73% and 24% of
Tullow's oil production in the first six months of 2023.

Scheduled amortisation and execution of partly debt-funded bond
buy-backs led to a reduction of around $400 million in Tullow's
gross debt during the year. Still, the company's outstanding
indebtedness remains substantial at around $2.9 billion
(Moody's-adjusted, including leases). Accordingly, key credit
metrics such as E&P debt/average daily production and retained cash
flow to gross debt (RCF/debt, Moody's-adjusted) are commensurate
with Moody's guidance for the current Caa1 CFR at $51,000 per
barrel of oil equivalent (boe) and 20% at year-end 2023, broadly
unchanged versus year-end 2022 levels of $56,500 million/boe at
year-end 2022 and 19% respectively.

Tullow faces significant bond debt maturities of around $500
million in March 2025 and $1,300 million in May 2026, along with
the upcoming expiration of the company's (currently undrawn)
revolving credit facility in December 2024. Moody's acknowledges
that Tullow has still some time to address these maturities and
that some supportive steps have already being taken, such as
securing a new term facility to partially fund the redemption of
the senior unsecured notes maturing in 2025. Nevertheless, at
present these steps are not sufficient to strengthen Tullow's
credit quality and position the rating more adequately within the
Caa1 rating category in Moody's view.

Tullow's creditworthiness continues to reflect the linkage with the
credit quality of Government of Ghana ("Ghana") and, to a lesser
extent, Government of Gabon ("Gabon"). Tullow's operations in Ghana
remained unaffected by the ongoing sovereign debt restructuring
process to date. That said, Moody's sees potential for adverse
developments materialising as a consequence of Ghana's substantial
tax claims raised against the company and deferred to international
arbitration procedures and/or given the Ghanaian government's
intention to reform the fiscal regime of the extractive sector as
part of its medium-term revenue strategy [1]. The uncertainty
related to these developments supports the maintenance of a
negative outlook on the ratings.

Moody's revised the ESG Credit Impact Score for Tullow to CIS-4
from CIS-2, indicating that the company's ratings are lower than
they would have been if exposure to ESG risks did not exist.
Tullow's ratings are no longer constrained by Ghana's local
currency country ceiling of B3, but instead reflect exposure to
material environmental and social risks, alongside refinancing
risks in conjunction with the company's highly-leveraged capital
structure. Governance considerations factored into Tullow's ratings
include recent recourse to below-par bond buy-back transactions as
a way to manage debt liabilities, which Moody's considers an
expression of more aggressive financial policies. Given the steep
discount to par potentially involved in these transactions (as seen
in the June 2023 buy-back), recourse to below-par debt buy-backs
is, in Moody's opinion, a meaningful source of governance risks to
Tullow's creditors.

LIQUIDITY

Tullow's liquidity is adequate. In Moody's view, internal cashflow
generation combined with cash balances (largely kept outside of
Ghana) are sufficient to cover Tullow's funding needs over the next
12-18 months. Tullow has access to a $500 million (excluding $100
million sub-limit for letters of credit) revolving credit facility.
This facility expires in December 2024 but is currently undrawn and
expected to remain as such over the next 12 months. Moody's expects
the company to timely refinance this facility ahead of its
maturity, so as to prevent a deterioration in the company's
liquidity position. Around $270 million under the $400 million term
facility ultimately provided by Swiss-based commodity trader
Glencore plc (Baa1, positive) in November 2023 remains available to
redeem around 55% of Tullow's outstanding senior unsecured notes
maturing in March 2025.

STRUCTURAL CONSIDERATIONS

Tullow's capital structure comprises the following debt
instruments:

-- A $500 million (excluding $100 million sub-limit for letters of
credit) senior secured revolving credit facility expiring in
December 2024, ranking super senior in an enforcement scenario.

-- Around $1,500 million of senior secured notes due in May 2026
(2026 SSNs).

-- A $400m five-year term facility provided by Glencore Energy UK
Limited in November 2023. This facility is secured by the same
collateral as the 2026 SSNs but subordinated in right of payment in
an enforcement scenario.

-- $493 million of senior unsecured notes due March 2025.

The senior secured instrument rating of Caa1 is in line with
Tullow's CFR, because the 2026 SSNs represent the largest debt
instrument within the company's capital structure. The Caa2 rating
on the outstanding $493 million senior unsecured notes due 2025 is
one notch below the CFR. While these notes rank behind a
significant amount of secured debt from a waterfall analysis
perspective, their maturity ahead of the 2026 SSNs and the fact
that half of the outstanding quantum is pre-funded with
availability under the new term facility support Moody's view of
recovery to bondholders commensurate with the assigned Caa2
rating.

RATING OUTLOOK

The negative outlook reflects the refinancing risk in conjunction
with Tullow's highly-leveraged capital structure along with
lingering uncertainty associated to potentially adverse
geopolitical developments in its core geographies, including
potentially meaningful adverse financial consequences arising from
a potential negative outcome on ongoing tax disputes with the
Ghanaian Revenue Authority.

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

Tullow's ratings could be upgraded if the company were to
successfully address its debt maturities whilst maintaining stable
operating metrics, resulting in improving financial metrics
(including lower leverage) and in the retention of a stronger
liquidity position.

Tullow's ratings could come under negative pressure if the
company's E&P debt to total average daily production increases to
above $60,000 or if retained cash flow to debt falls below 10%.
Weakening liquidity including a failure to refinance the 2026
maturities at least 12 months in advance could also lead to a
downgrade.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Independent
Exploration and Production published in December 2022.

COMPANY PROFILE

Tullow is a UK-domiciled independent exploration and production oil
and gas company, with producing assets located in Ghana, Gabon and
Cote d'Ivoire, and contingent resources in Kenya. The company holds
over 30 licenses across 5 countries and produced on average around
53 thousand barrels of oil equivalent per day in the first half of
2023. Tullow Oil plc is listed on the London and Ghanaian Stock
Exchanges.  

TULLOW OIL: S&P Upgrades ICR to 'B-' on Completed Debt Repurchases
------------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Tullow Oil to 'B-' from 'SD' (selective default) following the
completed repurchases, its issue rating on the senior secured notes
to 'B-' from 'D' (default), and its issue rating on the senior
unsecured notes to 'CCC+' from 'D'.

The negative outlook indicates that S&P could lower the ratings in
the coming 12-18 months if the company does not proactively address
the maturity of its senior secured notes due May 2026.

S&P said, "Tullow completed the repurchases of portions of its
senior notes and we do not expect more below-par repurchases in the
coming months. Taking into account the repurchase made in June
2023, the company has now repaid about $423 million of senior notes
below par for about a $332 million cash consideration. Tullow
funded the transactions with cash on hand and by drawing on the new
Glencore Energy UK Ltd. (Glencore) loan. We estimate our adjusted
debt is now about $3.3 billion (gross financial debt, including
leases and decommissioning liabilities), slightly lower than the
$3.4 billion as of June 30, 2023. In our base case, we do not
expect more below-par repurchases in the coming months. Should the
company elect to buy more debt below par, we would likely treat
such transactions as a new liability management exercise, not as
part of the previously completed repurchases.

"We expect substantial free cash flow in the next few years, based
on our oil price assumptions. Following the startup of the Jubilee
South East project in Ghana in July 2023, we expect Tullow can
maintain production at near current levels of about 60,000 barrels
of oil equivalent per day (boepd) over 2024-2025. At the same time,
we expect capital expenditure (capex) should moderate by 2025,
absent significant projects. As a result, Tullow's free cash flow
should improve, amid stable operating performance and supportive
oil prices, with our assumption Brent will average $85 per barrel
(/bbl) in 2024-2025. We expect free cash flow after lease payments
of at least $700 million over 2024-2025 combined. In our base case
for 2024-2025, we also assume no payments of additional tax
requested by the Ghana Revenue Authority on the total claim of
about $707 million that is currently disputed by the company.

"Tullow should be able to repay the unsecured notes maturing in
March 2025. Given the company's existing cash, access to the
Glencore loan, and our expectation of material free cash flow in
the next two years, Tullow should have sufficient funds to repay
the $493 million of remaining senior unsecured notes in March 2025.
However, it will still have to address the senior secured notes
maturing in May 2026 (currently $1.5 billion outstanding, but
reducing by $100 million every year), and the company is
considering different options. Absent meaningful progress by
year-end 2024, our rating may be under pressure.

"Our rating on Tullow is closely linked to that on Ghana, because
we estimate that more than 70% of EBITDA is generated from assets
in the country. Our 'B-' rating on Tullow is capped at one notch
above our 'CCC+' transfer and convertibility (T&C) assessment for
Ghana. Rating Tullow above Ghana's T&C assessment remains subject
to the company's ability to maintain access to hard currencies. At
present, most of its revenue is denominated in U.S. dollars, and a
significant portion of cash is held outside Ghana. We expect that a
default of Ghana would not affect Tullow's access to revolving
credit facility (RCF) and bank financing in general.

"The negative outlook reflects our view that we may downgrade
Tullow in the coming 12-18 months absent the timely management of
debt maturities.

"As a base case, with our assumption of Brent oil at $85/bbl in
2024-2025, we expect Tullow will post funds from operations (FFO)
to debt of about 20%-25% in 2024 and about 25%-30% in 2025. The
company should also have sufficient liquidity to cover the maturity
of its $493 million senior unsecured notes in March 2025. However,
it is not yet clear how Tullow will address the maturity of the
senior secured notes in May 2026 ($1.5 billion outstanding)."

S&P may downgrade Tullow in one or more of the following
scenarios:

-- Liquidity weakening, especially if the company does not
refinance its senior secured notes due 2026 well in advance.

-- Leverage increasing to a level we deem unsustainable, with FFO
to debt well below 12%, affecting the likelihood of refinancing its
senior secured notes due May 2026.

-- Transactions that S&P would see as distressed under its
methodology.

S&P may revise the outlook to stable if Tullow successfully
refinances its capital structure, extending debt maturities well in
advance. In addition, Tullow would need to comply with the factors
listed below:

-- FFO to debt remaining above 12%.

-- Continuing to pass our hypothetical stress test to be rated
above the sovereign rating and transfer and convertibility
assessment on Ghana (foreign currency long-term rating of 'SD'; T&C
of 'CCC+').


[*] UK: Higher Number of Insolvencies to Continue Into 2024
-----------------------------------------------------------
Ian Weinfass at Construction News reports that Mace's consultancy
arm has warned that the Bank of England's predictions of a
flatlining economy, high interest rates and the fact that
contractors have "already squeezed margins as far as they can go"
means tender-price inflation will ease.

According to Construction News, in a market-view report covering
the fourth quarter of 2023, Mace also says it expects the high
number of insolvencies to continue into 2024.

The report highlights a 3.9% rise in new orders in the quarter
compared with the one that preceded it, Construction News
discloses.  However, this still leaves them 20% on one year
earlier, which is likely to hurt output in 2024, Construction News
notes.

Mace also raises questions about the reliability of the regularly
published Office for National Statistics (ONS) output figures for
the sector, Construction News relays.

According to the ONS, output in the third quarter of 2023 was 6.4%
larger than in the fourth quarter of 2019.  However, the report
notes, employment numbers have not returned to pre-pandemic levels,
Construction News states.

"Short of a substantial improvement in productivity, it isn't easy
to explain how the industry is producing more with fewer workers.

"Similarly, there are good reasons as to why insolvencies are so
high but continued industry growth is not one of them," it says.

Mace global head of cost and commercial management Andy Beard said
that 2024 looks like it will be "another tricky 12 months",
Construction News relates.

He added: "While interest rates are likely to have now reached
their peak, the expectation is that they will only start to come
down gradually in the second half of next year.

"Higher borrowing costs are having a significant impact on a number
of sectors, most notably housing, and these challenges will persist
for some time.

"By making it harder to secure credit, the Bank of England has
contributed to one of this year's biggest problems for
construction, which has been the high number of insolvencies."

Mr. Beard, as cited by Construction News, said that with interest
rates remaining high, insolvencies are likely to remain a problem
and that supply-chain management should be treated as a priority by
consultants, clients other companies.

The Construction Products Association economics director Noble
Francis also predicted insolvencies would rise in 2024 as new
housebuilding activity as well as repair, maintenance and
improvement demand stays subdued, while the impact of
infrastructure-project delays starts to be felt, Construction News
recounts.

He was commenting after revealing that the number of insolvencies
in the year to October 31, 2023, was 36% higher than in the year to
January 2020, Construction News notes.



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

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

Copyright 2023.  All rights reserved.  ISSN 1529-2754.

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

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

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


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