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

                          E U R O P E

          Friday, April 26, 2024, Vol. 25, No. 85

                           Headlines



G E R M A N Y

ONE HOTELS: Fitch Assigns 'B+(EXP)' LongTerm IDR, Outlook Stable


G R E E C E

INTRALOT SA: Moody's Affirms Caa1 CFR & Alters Outlook to Positive


I R E L A N D

BRIDGEPOINT CLO VI: Fitch Assigns 'B-(EXP)sf' Rating to Cl. F Notes
PRESSING MATTERS: High Court Issues Winding-Up Order


L U X E M B O U R G

ARVOS BIDCO: Moody's Assigns Caa1 CFR, Alters Outlook to Positive


N E T H E R L A N D S

PHM NETHERLANDS: Moody's Affirms 'Caa3' CFR, Outlook Now Stable


S W I T Z E R L A N D

VERISURE MIDHOLDING: Moody's Affirms B1 CFR, Alters Outlook to Pos.


U N I T E D   K I N G D O M

BELLIS FINCO: Moody's Upgrades CFR to B1, Outlook Stable
CELLARHEAD BREWING: Enters Administration After Failed Sale
DRAX GROUP: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
EAGLE MIDCO: Moody's Affirms 'B3' CFR, Outlook Remains Stable
ELITE EMERGENCY: Bought Out of Administration in Pre-pack Deal

ENTAIN PLC: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
MAC INTERIORS: Compromise Deal Reached in Dispute Over Legal Fees
MARSHDALE CONSTRUCTION: Ex-Director Blames Collapse on Vinci Row
POUNDSTRETCHER: Fortress Acquires Business Following CVA
TOWER BRIDGE 2024-2: Moody's Assigns B2 Rating to GBP6MM X Notes



X X X X X X X X

[*] BOOK REVIEW: The First Junk Bond

                           - - - - -


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

ONE HOTELS: Fitch Assigns 'B+(EXP)' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned One Hotels GmbH (Motel One) an expected
Long-Term Issuer Default Rating (IDR) of 'B+(EXP)'. The Outlook is
Stable. Fitch also assigned it an expected senior secured debt
rating of 'BB-(EXP)' with a Recovery Rating of 'RR3' to the
proposed EUR800 million term loan B (TLB).

The company plans to use proceeds from senior secured debt,
including proposed TLB, to refinance bridge facilities obtained to
finance the buyout of a minority shareholder's 35% stake. The
assignment of final ratings are subject to final documentation
confirming to information already received.

The 'B+(EXP)' rating reflects Motel One's moderate business scale
and diversification balanced by superior profitability and expected
positive free cash flow (FCF) generation. It also assumes the
company will deleverage over the next three years as
post-transaction leverage is high and outside of the range that is
commensurate with a 'B+(EXP)' rating. This is based on its
expectation of a smooth execution of Motel One's growth strategy
and continuation of strong performance of the existing asset base.

KEY RATING DRIVERS

Moderate Scale and Diversification: Fitch assesses Motel One's
business profile as being in line with the low 'BB' category rating
in view of its business scale and diversification. It operates
primarily under one brand, with some diversification across western
Europe, although the main German market accounted for 65% of
revenue in 2023. The room system size of 26,470 rooms in 2023 is
more in line with the 'B' category median but its scale assessment
benefits from superior EBITDAR margin, which translates into
EBITDAR of more than EUR400 million, close to the 'BB' category
median.

Material Business Growth: Pro-forma for the carve-out of its
real-estate assets, Fitch estimates that Motel One's revenue grew
by a third and Fitch-adjusted EBITDA increased to more than EUR230
million in 2023. This was driven by a post-pandemic business
recovery, pricing power and hotel network expansion. Fitch believes
that growth will decelerate from 2024 but remain high versus other
western European peers' due to new hotel openings and its
assumption that Motel One will retain its ability to price rooms
above inflation.

Further, Fitch expects a positive impact from international travel
to Germany, which has been lagging behind other markets in 2023 and
is likely to benefit from the European football championship
competition in 2024.

Manageable Strategy Execution Risks: Motel One's strategy relies on
the expansion of its hotel portfolio through leasing new
properties, which does not require upfront capex unlike asset-heavy
operators that invest in hotel construction. Its rating case
assumes an increase in the number of hotels to 117 in 2027 (2023:
94), in line with the company's secured pipeline, which bears
limited execution risks as contracts with property owners are
already signed. Motel One has a record of new hotels quickly
reaching profitability and the pipeline does not consider any large
assets in new markets. Fitch also assumes that hotels will be
opened on time as delays have mostly been contained to within three
months in the past couple of years.

Superior Profitability: Motel One's EBITDAR margin of around 50% is
the highest in Fitch's global lodging portfolio, with the exception
of Wyndham Hotels & Resorts Inc. (BB+/Stable) for which fully
franchised operations lead to around 80% EBITDAR margins. Motel
One's superior profitability in comparison with asset-heavy peers
results from its prime locations, standardised rooms and operating
efficiencies. Fitch expects high profit margins to translate into
positive pre-dividend FCF, despite higher interest payments for the
new debt.

EBITDA Margin Improvement: Its rating case assumes a gradual EBITDA
margin improvement over 2024-2027 due to pricing actions and
increase in the number of fully ramped-up hotels relative to new
openings. Fitch also expects margins to benefit from portfolio
composition changes towards markets with higher rates and
occupancies, such as London and Paris. These strong and mildly
growing operating margins are critical to the company's
deleveraging trajectory, underpinning the 'B+(EXP)' IDR.

Positive FCF, Self-Funded Growth: The 'B+(EXP)' IDR reflects Motel
One's sustained positive FCF, supported by strong operating
margins, and its ability to self-fund its medium-term expansion.
This inherent FCF generating capacity balances its limited scale
and diversification, and differentiates it from lower-rated sector
peers. Deteriorating FCF would signal structural weaknesses of
Motel One's operating risk or a more aggressive financial policy,
and would put pressure on the rating.

No Dividend Commitment: The company's intention is to operate with
EUR100 million-EUR150 million of cash on its balance sheet, with
excess cash potentially used for bolt-on M&A, investments in new
hotels or dividends. Such capital allocation would generally be
neutral for the ratings as Fitch considers gross leverage in its
analysis, although dividend distributions would affect FCF.

Motel One has been paying dividends from internally generated cash
but has no dividend commitment to its shareholders. Its analysis
assumes some recurring dividends from 2025, subject to the
limitation provisions of the financing documentation, as well as
taking into account a measured financial policy of the company's
shareholders.

Strong Deleveraging Capacity: Motel One's 'B+(EXP)' rating is
conditional on rapid deleveraging over the next three years. Fitch
estimates EBITDAR leverage at 6.3x in 2024, which is high for the
rating, but Fitch expects the rating headroom to increase
substantially over 2025-2026 as EBITDAR growth will lead to organic
deleveraging.

DERIVATION SUMMARY

In terms of room system size and business scale, Motel One is
significantly smaller than higher rated globally diversified peers
such as Accor SA (BBB-/Positive), Hyatt Hotels Corporation
(BBB-/Stable), and Wyndham Hotels & Resorts Inc. (BB+/Stable). It
also has a weaker financial structure, with higher leverage and
more limited financial flexibility. This results in significant
rating differential with these peers.

Fitch sees NH Hotel Group S.A. (BB-/Stable) as the closest peer of
Motel One, in view of its predominantly European operations and
similar scale in EBITDAR, despite larger room system size. Motel
One is rated one notch lower than NH Hotel, which reflects NH
Hotel´s lower financial leverage and stronger pre-dividend FCF
generation.

Motel One is rated two notches above Greek hotel operator Sani/Ikos
Group Newco S.C.A. (B-/Stable) due to its larger scale, better
diversification, stronger FCF profile and lower leverage.

Motel One has the same rating as Dubai-based operator FIVE Holdings
(BVI) Limited (B+/Stable), despite being larger, more profitable
and better-diversified. This is because Fitch expects stronger
deleveraging for FIVE.

KEY ASSUMPTIONS

- Sales growth CAGR of around 12% for 2024-2027

- Organic growth is supported by a steady improvement in occupancy
rates, alongside above-inflation growth in the room night daily
rate

- EBITDAR margins steadily improving towards 51.6% in 2027 from
around 50% in 2023, supported by a strong focus on cost management,
fast turnaround of new hotels to profitability and improving
occupancy rates at existing sites

- No significant working-capital outflows to 2027

- Capex at 6%-10% of revenue per annum, for maintenance of existing
sites including redesign and new site openings

- Annual dividend payments of EUR75 million in 2024 (already paid)
followed by assumed payout at 50% of consolidated net income

RECOVERY ANALYSIS

Fitch assumes that the company would be reorganised as a
going-concern (GC) in bankruptcy rather than liquidated. In its
bespoke recovery analysis, Fitch estimates GC EBITDA available to
creditors of around EUR180 million. This reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level on which Fitch bases
the enterprise valuation (EV). Distress would likely arise from an
erosion of the brand value leading to a loss of market share in an
inflationary cost environment. At the GC EBITDA, the company will
generate reduced operating cash flow that would provide limited
room for investments in growth capex.

Fitch has applied a 6.0x EV/EBITDA multiple to the GC EBITDA to
calculate a post-reorganisation EV. This multiple reflects the
company's strong brand and business model concept, prime inner-city
locations and high profitability. This is 0.5x higher than
International Park Holdings' (Portaventura) given the latter´s
single-location asset and lower diversification.

Motel One´s envisaged EUR1.3 billion senior secured debt
(including its EUR800 million TLB) ranks equally with its envisaged
EUR100 million revolving credit facility (RCF), which Fitch assumes
to be fully drawn in a default. Its waterfall analysis generates a
ranked recovery for Motel One's senior secured debt in the 'RR3'
band, indicating a 'BB-(EXP)' instrument rating, one notch above
the IDR. The waterfall analysis output percentage on current
metrics and assumptions is 69%.

RATING SENSITIVITIES

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

- Successful execution of the growth strategy translating into
double-digit revenue growth and EBITDAR expansion

- EBITDAR leverage below 5.5x on a sustained basis

- EBITDAR fixed-charge coverage above 1.8x on a sustained basis

- Consistently positive FCF

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

- Material slowdown in revenue growth, with EBITDAR margin
remaining flat or decreasing

- EBITDAR leverage above 6x on a sustained basis

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

- Neutral-to-negative FCF

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Pro-forma to the upcoming transaction, Fitch
expects Motel One to have cash on balance sheet of around EUR130
million at end-2024, together with an undrawn RCF of EUR100
million. This, combined with a highly cash generative business
model, is sufficient to support the company's expansion plans and
cover financing costs without external funding. Motel One also has
a negative working capital position, which allows it to typically
generate cash as it expands.

Fitch restricts EUR20 million of reported cash for the minimum cash
required for day-to-day operations, and to cover intra-year swings
in working capital.

ISSUER PROFILE

Motel One is a hotel operator with a growing market position within
its niche "affordable design" segment in western Europe.

ESG CONSIDERATIONS

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

   Entity/Debt             Rating                    Recovery   
   -----------             ------                    --------   
One Hotels GmbH      LT IDR B+(EXP)  Expected Rating

   senior secured    LT     BB-(EXP) Expected Rating   RR3



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G R E E C E
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INTRALOT SA: Moody's Affirms Caa1 CFR & Alters Outlook to Positive
------------------------------------------------------------------
Moody's Ratings has affirmed Intralot S.A.'s (Intralot or the
company) Caa1 corporate family rating and its Caa1-PD probability
of default rating. Moody's Ratings has also changed the outlook to
positive from stable.    

"The rating affirmation and outlook change to positive reflect the
company's profitability improvements and positive free cash flow,
which, combined with the equity injection in October 2023, drove a
significant leverage reduction" says Lola Tyl, a Moody's Ratings
Analyst and lead analyst for Intralot.

"However, there is still refinancing risk given the company's debt
maturities coming due in 2025 and 2026. The outlook change to
positive reflects Moody's expectation that the rating is likely to
be upgraded once the current refinancing risk is addressed." added
Ms Tyl.

RATINGS RATIONALE

The affirmation of Intralot's rating and change of outlook to
positive reflect the company's track record of increase in
profitability, positive free cash flow (FCF) and leverage reduction
in the last three years. However, the rating is constrained by the
refinancing risk associated with the group's next significant debt
maturities.

Despite the end of the company's Malta license in the middle of
2022 and the impact of the devaluation of the peso in Argentina in
the end of last year, Intralot reported an EBITDA growth of over 5%
in 2023, notably driven by the solid growth of the group's
operations in Turkiye but also in other jurisdictions such as
Croatia. The ability to generate positive earnings growth reflects
the company's shift in strategy in recent years, with an increased
focus on the more profitable contracts.

EBITDA growth combined with gross debt reduction resulted in a
decrease in the group's Moody's-adjusted gross leverage to 3.2x in
2023 from 4.8x in 2022. Intralot reduced gross debt by around
EUR150 million in 2023, driven by the partial repayment of the
September 2024 notes with the proceeds of a share capital increase
in November 2023, and to a lesser extent thanks to the amortization
of the US term loan. The remaining part of the September 2024 notes
was repaid in March and April 2024 with the proceeds from the
issuance of a EUR130 million retail bond and a EUR100 million
syndicated bond loan.

Moody's Ratings expects EBITDA growth in the next two to three
years to be supported by strong growth in the US and Turkiye.

Intralot's credit profile continues to be supported by its broad
geographical coverage but constrained by contract renewal risks and
the company's still complex group structure with a restricted group
around the US business.

LIQUIDITY

While improving thanks to the refinancing of the 2024 maturity,
Intralot's liquidity remains weak because of the upcoming
syndicated bond loan's June 2025 maturity with an amount currently
outstanding of EUR100 million and the US term loan's July 2026 debt
maturity with an amount currently outstanding of around $213
million.

However, Moody's Ratings expects the group's improved financial
profile and credit metrics will support Intralot's efforts in
addressing its debt structure and maturity profile in the coming
months.

The company's liquidity is supported by EUR112 million of cash as
of the end of December 2023, and $50 million available under the
fully undrawn Revolving Credit Facility at Intralot, Inc. (US
business).

Over the next 12 months, Moody's Ratings expects the group's FCF to
be positive in the EUR20 million- EUR40 million range.

Intralot is subject to maintenance financial covenants under its US
term loan (ratios based on the US perimeter), as well as under its
syndicated bond loan (ratio on a consolidated basis). Additionally,
the upstreaming of cash from the US business is allowed by the US
term loan documentation, subject to lock-up covenants. Moody's
Ratings expects the syndicated bond loan financial covenant, which
is tested semi-annually, to be met. While Moody's Ratings expects
the US term loan's net leverage ratio covenant to be met with a
comfortable headroom, Moody's Ratings expects the headroom under
the fixed charge coverage ratio covenant, tested quarterly, to
reduce in the course of 2025 due to increased capital
expenditures.

STRUCTURAL CONSIDERATIONS

Intralot's probability of default rating is Caa1-PD, in line with
the corporate family rating ("CFR"), reflecting Moody's Ratings
assumption of a 50% family recovery rate as is customary for a
capital structure comprising bonds and bank debt.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects Moody's Ratings expectation that
Intralot will continue on its path of profitability improvements
and achieve positive free cash flow generation across both its US
and non-US perimeters.

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

Upward pressure on the rating could arise if: (i) the company
successfully addresses the refinancing risk associated with its
debt maturities coming due in the next two years, (ii) its
Moody's-adjusted gross leverage remains well below 6.0x on a
sustained basis, (iii) its Moody's-adjusted FCF is sustainably
positive across both the US and the non-US perimeters.

Negative pressure on the rating  could arise if: (i) liquidity
weakens; (ii) there are uncertainties surrounding the
sustainability of the company's capital structure and the risk of a
debt restructuring, (iii) the company's operating performance
deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Gaming
published in June 2021.

COMPANY PROFILE

Headquartered in Athens, Intralot S.A. is a global supplier of
integrated gaming systems and services. The company designs,
develops, operates and supports customised software and hardware
for the gaming industry, and provides technology and services to
state and state-licensed lottery and gaming organisations
worldwide. It operates a diversified portfolio across 39
jurisdictions. In 2023, the company reported consolidated revenue
of EUR364 million and consolidated EBITDA of EUR129.5 million.
Intralot has been listed on the Athens Stock Exchange since 1999.
The group's ownership structure is also composed of Intralot's
founder and CEO Socratis Kokkalis, who directly and indirectly owns
a total of 20.5% of the group's share capital; and Standard
General, an investment firm based in the US holding close to 27% in
the group.



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I R E L A N D
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BRIDGEPOINT CLO VI: Fitch Assigns 'B-(EXP)sf' Rating to Cl. F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Bridgepoint CLO VI DAC expected
ratings.

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

   Entity/Debt       Rating           
   -----------       ------           
Bridgepoint
CLO VI DAC

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

TRANSACTION SUMMARY

Bridgepoint CLO VI DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
will be used to fund a portfolio with a target par of EUR400
million that is actively managed by Bridgepoint Credit Management
Limited. The collateralised loan obligation (CLO) will have a
4.5-year reinvestment period and a 7.5-year weighted average life
(WAL) test at closing, which can be extended by one year, at any
time, from one year after closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The
Fitch-calculated weighted average rating factor (WARF) of the
identified portfolio is 26.0.

Strong Recovery Expectation (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate (WARR) of the identified portfolio
is 60.2%.

Diversified Asset Portfolio (Positive): The transaction will have a
concentration limit for the 10 largest obligors of 22%. The
transaction will also include various concentration limits,
including the maximum exposure to the three-largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year, to 8.5 years, on the step-up date, which can be one
year after closing at the earliest. The WAL extension will be at
the option of the manager but subject to conditions including the
collateral quality tests and the reinvestment target par, with
defaulted assets at their collateral value.

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

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

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would result in a downgrade of no more
than one notch for the class A, D and E notes, two notches for the
class B and C notes and to below 'B-sf' for the class F notes.

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

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

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

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

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

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

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

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for Bridgepoint CLO VI
DAC. In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.

PRESSING MATTERS: High Court Issues Winding-Up Order
----------------------------------------------------
Breakingnews.ie reports that the High Court has formally wound up
Ireland's only vinyl records manufacturer with the loss of over 20
jobs.

At the Court on April 15, Mr Justice Brian Cregan made orders
winding up and appointed Ken Fennell and Eamonn Richardson of
Interpath Advisory, as joint liquidators of Pressing Matters
Limited trading as "Dublin Vinyl", Breakingnews.ie relates.

According to Breakingnews.ie, the court heard that the company,
which petitioned the court for the winding up orders, is unable to
pay its debts as they fall due and has liabilities over assets of
EUR1.3 million.

Last month, when the liquidators were appointed on a provisional
basis, the court heard that it was hoped that their appointment
might allow the firm to complete outstanding orders worth
EUR500,000, Breakingnews.ie recounts.

On April 15, Sam Collins Bl for the liquidators told the court his
clients had deemed that it was not feasible to carry out that
work.

All of the firm's employees have been made redundant, counsel
added.

Counsel added that his clients have received four separate offers
for the companies assets, which they are currently considering,
Breakingnews.ie notes.

Previously, the court heard that company had 22 full-time employees
and four full-time contractor workers, Breakingnews.ie relays.

Represented by Peter Shanley Bl the firm sustained significant
losses in 2022 and 2023, due to factors including the Covid-19
pandemic, Brexit, the war in Ukraine, the loss of a major contract,
and the failure of record-pressing machines it had ordered to
arrive on time, Breakingnews.ie discloses.

The court heard the company had looked at alternatives, including
examinership, but were of the opinion that the best option was to
liquidate the company, according to Breakingnews.ie.




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

ARVOS BIDCO: Moody's Assigns Caa1 CFR, Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Ratings assigned a Caa1 long-term corporate family rating
and Caa1-PD probability of default rating to Arvos BidCo S.a.r.l.
("Arvos", "Arvos OpCo" or "the company"), the new top holding
entity of the restricted group consolidating the operations of
Arvos. Moody's also assigned a Caa1 rating to both EUR and USD
tranches of Arvos' amended EUR175 million equivalent outstanding
backed senior secured first-lien term loan B4 due 2027 ("OpCo
debt") and to the EUR28 million backed senior secured first-lien
revolving credit facility (RCF) due 2027 at Arvos BidCo S.a.r.l.
The rating agency also assigned a Caa3 rating to the EUR and USD
tranches of the EUR30 million equivalent hived-up senior secured
first-lien term loan B due 2027 ("hived-up HoldCo debt") at Arvos
Holdco S.a.r.l. ("Arvos HoldCo"), direct parent of Arvos BidCo
S.a.r.l. The outlook on Arvos BidCo S.a.r.l. was changed to
positive from negative. The outlook at Arvos Holdco S.a.r.l. is
positive.

Concurrently, Moody's withdrew the existing Ca CFR at Arvos Midco
S.a r.l.  as well as the existing backed senior secured bank credit
facilities ratings on Arvos BidCo S.a.r.l.'s  EUR and USD backed
senior secured first-lien term loan B and backed senior secured
first-lien revolving credit facility both rated Ca. The outlook on
Arvos Midco S.a r.l. remains negative.

This follows Arvos' completion of a comprehensive debt
restructuring in April 2024. The restructuring constitutes a
distressed exchange, a default under Moody's definitions. Hence,
the Ca-PD PDR at Arvos Midco S.a r.l. was affirmed and will remain
appended with an /LD indicator for three additional business days
after which the PDR and negative outlook on this entity will also
be withdrawn.

RATINGS RATIONALE

The assignment of a Caa1 CFR with a positive outlook reflects
Arvos' significantly reduced debt burden, 3 year maturity extension
that provides time for continued stabilization of operating
performance and successful segment disposal and improved FCF
generation following the completed debt restructuring in April
2024.

The company's debt burden declined by EUR210 million from around
EUR500 million Moody's-adjusted debt pre-transaction. Arvos'
creditors waived around EUR180 million under their existing around
EUR415 million equivalent term loans in return for a 45% stake in
the new holding company Arvos HoldCo, direct owner of the Arvos'
shares. Arvos made a EUR30 million prepayment on the loan
facilities, which was funded by the sponsor Triton, and hived up
additional EUR30 million of debt outside of the restricted group.
We consider the latter hived-up HoldCo debt in Moody's leverage
calculations.

Moreover, the 3 year extension of maturities to 2027 for all main
instruments as well as the more than halved expected interest
payments of around EUR20-25 million p.a. provide time for continued
improvement in operating performance, successful completion of
Arvos' planned segment disposals as well as improve FCF generation
due to lower interest payments.

Arvos' operating performance improved in FY23/24 ending March 2024,
as some delayed orders after the covid related slowdown finally
contributed to Arvos' performance. The company is aiming to
diversify its business away from industries with declining
long-term prospects such as coal power plants to ones with positive
long-term fundamentals, such as offshore wind or carbon capture
solutions. Moody's expect the normalized operating performance to
continue and Arvos to generate at least EUR50 million
Moody's-adjusted EBITDA p.a. going forward with the growing
renewables business supporting results diversification. This
expectation is reflected in the positive outlook.

The Caa1 CFR also reflects Arvos' high exposure to cyclical
industries with frequent order delays, especially in downturns, as
exhibited by the weak track record of EBITDA and FCF generation
after covid. Moreover, Moody's takes into account the project
business model of some of Arvos' products with high use of
guarantee facilities as well as the significant difficulties to
complete the disposal of their business segments. However, Moody's
recognizes Arvos' leading market position in its segments, solid
installed base and sound margins.

ESG CONSIDERATIONS

Governance considerations have been a primary driver of this rating
action, reflecting Arvos' debt restructuring resulting in prior
first lien creditors' claims at Arvos OpCo being waived, amended at
this level and hived up outside of the restricted group to Arvos
HoldCo. Meanwhile, Arvos' creditors received a 45% equity stake in
the group.

This reflects Arvos' unsustainable capital structure prior to
restructuring with a high debt burden and aggressive leverage.
However, debt burden, FCF generation and shareholder concentration
improved in the new structure.

RATIONALE FOR POSITIVE OUTLOOK

Moody's expects that Arvos will continue building its track record
of stabilizing operating performance supported by the profitable
execution of Arvos' strategy to diversify into industries with
fundamental long-term growth prospects. This will be reflected in
the ability to sustain at least EUR50 million EBITDA generation
p.a., supportive of business valuation above current debt levels.

The positive outlook also reflects Moody's expectation for
continued adequate liquidity profile and positive FCF generation
above mandatory annual pre-payments of the TLB.

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

The ratings could be upgraded if Arvos shows continued track record
of improved operating performance reflected in greater business
diversification and stabilized EBITDA and FCF generation compared
to historical levels. An upgrade would require the maintenance of
at least an adequate liquidity. It would also reflect higher
business valuation with improving lenders' recovery prospects.

The ratings could be downgraded if operating performance
deteriorates reflected in declining order intake, profitability and
negative free cash flow generation after mandatory debt repayments.
A rating downgrade would reflect Moody's expectations of lower
recovery prospects for lenders.

LIQUIDITY

Moody's considers Arvos' liquidity as adequate. The company's
liquidity sources as of the end of March 2024 included cash balance
of EUR27 million. There is no availability under the new EUR28
million RCF maturing in May 2027, as the company has precautionary
drawn it to cover any transaction costs above the EUR10 million
covered by Triton. Arvos has access to further EUR14 million
available local lines and overdraft facilities.

Moody's expects that Arvos generates positive FCF in the next 12
months, supported by the more than halved interest payments post
restructuring. These FCF should also cover the EUR4.8 annual
mandatory installments under the EUR175 million equivalent TLB.
Moody's expects the compliance with both EUR10 million minimum
liquidity covenant as well as net leverage one. There are no
significant near-term maturities post the completed debt
restructuring. All instruments mature in 2027.

STRUCTURAL CONSIDERATIONS

Moody's rates Arvos BidCo S.a.r.l's amended EUR175 million
equivalent outstanding OpCo debt maturing in August 2027 (both EUR
and USD tranches) as well as the EUR28 million RCF maturing in May
2027 at Caa1 in line with the CFR. The instruments rank equally
with the company's local facilities and debts as well as trade
payables, pension obligations and lease claims in the restricted
group. The OpCo security package includes shares and intercompany
receivables from operating subsidiaries and the holding entities.
Guarantor coverage is expected to be above 80% of Arvos' OpCo
EBITDA and assets (excluding Chinese and Indian subsidiaries).

Moody's rates the EUR and USD tranches of the EUR30 million
hived-up HoldCo debt at Arvos Holdco S.a.r.l. two notches lower
than the CFR at Caa3 reflecting its junior position in the
structure. The instrument is located outside the Arvos OpCo
restricted group with no recourse to the operating company. It pays
0.5% cash interest p.a. and matures in November 2027.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Manufacturing
published in September 2021.

COMPANY PROFILE

Arvos BidCo S.a r.l. (Arvos) is the parent company of Arvos Group.
Arvos is an auxiliary power equipment provider that offers new
equipment and aftermarket services through two business divisions:
Ljungstrom for air preheaters (APH), including legacy products,
such as APH and gas-gas heaters for thermal power generation
facilities, as well as new diversified product groups that target
renewables end market, such as offshore wind tower parts (new
products contributed around 30% of total order intake of this
division in fiscal 2023); and Schmidt'sche Schack for heat transfer
solutions for a wide range of industrial processes, mainly in the
petrochemical industry (transfer line exchangers, waste heat steam
generators and high-temperature products).

In LTM December 2023, Arvos generated sales of EUR344 million and
company-adjusted EBITDA of around EUR70 million. Arvos Group is a
carve-out from Alstom and is owned by Triton Funds (Triton, 55%)
and a consortium of previous creditors (45%) after completion of
debt restructuring in April 2024.



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

PHM NETHERLANDS: Moody's Affirms 'Caa3' CFR, Outlook Now Stable
---------------------------------------------------------------
Moody's Ratings affirmed PHM Netherlands Midco B.V.'s, doing
business as Loparex ("Loparex"), corporate family rating at Caa3,
and its probability of default rating at Caa3-PD. At the same time,
Moody's also appended a limited default designation ("/LD") to the
PDR, following the completion of a distressed exchange. Moody's
further downgraded the existing USD and EURO denominated senior
secured first lien term loans to Ca from Caa2. The backed senior
secured second lien term loan was affirmed at Ca. The existing
backed senior secured multi-currency revolving credit facility
rating of Caa2 was withdrawn due to repayment and termination.
Concurrently, Moody's assigned B3 ratings to Loparex's newly issued
US and Euro denominated backed senior secured first lien term loan
super priority tranche A; a Caa2 rating to its newly issued US and
Euro denominated backed senior secured first lien super priority
tranche B; a Caa3 rating to its newly issued US and Euro
denominated backed senior secured first lien super priority tranche
C term loans. All six newly issued backed senior secured first lien
super priority term loans will mature in February 2027, or six
months later than the existing first lien term loans. The rating
outlook was changed to stable from negative.

The rating action reflects the completed exchange of Loparex's USD
and EURO denominated first lien term loans into six newly issued
USD and Euro denominated senior secured first lien term loan super
priority tranche A, which includes new debt, tranche B, and tranche
C term loans. About 99% of the existing first lien term loan
lenders participated in this transaction. The remaining first lien
term loan lenders are in a subordinated position relative to the
senior secured first lien super priority term loans. Moody's
considered this up-tiering transaction a default and appended a
"/LD" designation to Loparex's Caa3-PD PDR. Moody's will remove the
"/LD" designation from the company's PDR in approximately three
business days.

The rating affirmation reflects very high leverage and weak
interest coverage, as challenging end market conditions persist
before stabilizing and gradually improving into 2025. Despite the
improvement in liquidity from this transaction, including the
equity infusion from its sponsor, the company's overall liquidity
remains weak. In addition, with rising debt levels from the
transaction, Loparex's capital structure is still deemed
unsustainable.  

The stable outlook reflects a moderately stronger liquidity
position and extended debt maturity profile, as the company
navigates through challenging market conditions.

Governance considerations are relevant to the rating action,
including risks from an aggressive financial policy with an
elevated debt load.

RATINGS RATIONALE

The restructuring of Loparex's capital structure improved the
company's liquidity by providing $76 million in cash to the balance
sheet after the full repayment of $40 million in borrowings under
the company's $50 million revolving credit facility.  However, the
transaction increased total debt by $135 million and debt leverage
(Moody's adjusted) is expected to remain very high at around 16.0x
and 12.4x at year end December 2024 and 2025, respectively.
Furthermore, interest coverage will remain weak at around 0.7x and
0.9x over this time period.  Moody's forecast incorporates a modest
year over year decline in revenue in 2024 and a slightly positive
trend in 2025.

Loparex's liquidity is weak, since the company will have to utilize
a material amount of its cash on the balance sheet to absorb the
anticipated negative cash flow generated through 2025 from ongoing
weak market conditions. The company also has repaid and terminated
its existing backed senior secured multi-currency revolving credit
facility.  

Because of the high debt load, Moody's expects the newly issued US
and Euro denominated senior secured first lien super priority
tranches A, B, and C will absorb most of the enterprise value in a
potential default scenario, leaving little residual value to the
existing first lien and second lien term loan holders.  

The newly issued US and Euro denominated senior secured first lien
term loans super priority tranche A are rated B3, three notches
above the Caa3 CFR.  The higher rating reflects the priority lien
on the collateral and limited proportion of the loan in the debt
capital structure with the loss absorption provided by the lower
tranches.

The newly issued US and Euro denominated senior secured first lien
term loans super priority tranche B are rated Caa2, one notch above
the CFR, reflecting limited recovery of the loan after the
company's enterprise value is absorbed by priority claims,
including the US and Euro denominated senior secured first lien
term loans super priority tranche A.  

The newly issued US and Euro denominated senior secured first lien
term loans super priority tranche C are rated Caa3, in line with
the CFR. The Caa3 rating reflects limited recovery of the loan
after the company's enterprise value is absorbed by priority
claims, including the US and Euro denominated senior secured first
lien term loans super priority tranches A and B in the event of
default.  

The first-lien term loan and second-lien term loan are rated Ca,
one notch below the CFR.  The lower rating reflects their
subordinated positions relative to the newly issued US and Euro
denominated senior secured first lien term loans super priority
tranches A, B, and C and very weak recovery under a potential
default scenario. While the second-lien term loan would have a
greater loss in a default scenario than the first-lien term loan,
the amount is not sufficient enough to warrant a lower rating.

ENVIRONMENTAL, SOCIAL, GOVERANCE CONSIDERATIONS

Governance is a key consideration among the environmental, social,
and governance (ESG) factors for Loparex's rating.  The company's
exposure to governance risks reflect its aggressive financial
strategy and risk management, including a highly leveraged capital
structure for a company with material exposure to cyclical end
markets like building and construction and general industrial
segments.  The governance score also considers the distressed
exchange to address Loparex's liquidity.

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

Moody's could upgrade the rating if the company maintains at least
adequate liquidity and sustained improvement in operating results
to attain a more sustainable capital structure.  

Moody's could downgrade the rating if there is an expectation of a
weaker recovery in the event of default.

Dual headquartered in Apeldoorn, the Netherlands, and Cary, North
Carolina, PHM Netherlands Midco B.V. is a manufacturer of
paper-based and film-based silicone release liners, which are used
in building and construction, and industrial applications, tape
manufacturing, graphic arts, medical, label, hygiene and composite
products. The company has been a portfolio company of Pamplona
Capital Management, a private equity sponsor, since August 2019.
Loparex recorded sales of $637 million for the twelve months ended
September 2023.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.



=====================
S W I T Z E R L A N D
=====================

VERISURE MIDHOLDING: Moody's Affirms B1 CFR, Alters Outlook to Pos.
-------------------------------------------------------------------
Moody's Ratings has affirmed the B1 corporate family rating of the
leading European monitored alarm company Verisure Midholding AB
(Verisure or the company) as well as its B1-PD probability of
default rating. At the same time, the agency has also affirmed the
B1 rating for the backed senior secured bank credit facilities and
the B1 rating for the backed senior secured notes issued by
Verisure Holding AB (subsidiary of Verisure) and has assigned a B1
rating to the backed senior secured proposed EUR500 million
additional term loan B add-on (due 2030) being issued to re-finance
a portion of existing bank debt issued by Verisure Holding AB.
Moody's has also affirmed the B3 rating for the backed senior
unsecured notes issued by Verisure. The outlook on both entities
has been changed to positive from stable.

The change in outlook to positive is driven by (1) Verisure's
clearly articulated financial policy of reducing reported net
leverage to below 4.5x (from 5.3x for 2023) which the company has
potential to achieve over the next 12-18 months; (2) continued
strong operating momentum in the business; (3) a track record of
consistent de-leveraging to Moody's adjusted Gross Debt/ EBITDA of
5.7x in 2023 compared to 6.5x in 2022 and (4) the extension of the
company's debt maturity profile with the leverage neutral
re-financing of EUR1.01 billion via a mix of an Amend and Extend of
the existing TLB maturing in 2026 by 3.75 years to 2030 alongside
an issuance of other senior secured debt.

RATINGS RATIONALE

Verisure has grown its revenue and adjusted EBITDA (as calculated
by Verisure excluding separately disclosed exceptional items, SDIs)
at a CAGR of 12.9% and 15.2% over 2019-2023 to EUR3.0 billion and
EUR1.34 billion. Total number of subscribers have grown at a CAGR
of 11.5% over the same period to 5.173 million units. However, its
customer attrition rate has seen a deterioration from 6.2% in 2019
to 7.6% in 2023. While the increase in attrition over 2022/23 has
been in the backdrop of a difficult global economic backdrop,
Moody's recognizes that attrition level has now stabilized and
started to come down remaining low relative to peers.

The company has grown its monthly ARPU at a CAGR of 1.8% over
2019-23 and its monthly EBITDA per subscriber has grown at a CAGR
of 2.6% over the same period. Adjusted EBITDA margin (excluding
SIDs of EUR42 million) for the company has improved from 40.7%% in
2022 to 43.4% in 2023. Moody's expects Verisure to grow its revenue
by 8-10% over 2024-2025 with adjusted EBITDA margin improving to
around 45% over the same period.

The above growth is underpinned by (1) the company' scale and
market leading position of #1 in 13 of its 17 markets by portfolio
size (2) 85% recurring revenue with new installations remaining
above attrition rates, underpinned by an integrated business model
with high customer loyalty (3) continued innovation in the
products/ services supported by proprietary technology (4)
experienced management team with a proven track record of growth
execution and (5) significantly underpenetrated and fragmented
European and Latin American markets offering significant portfolio
expansion opportunity. Although competition from new entrants (such
as telecoms operators, players in the connected homes market, DIY
providers) could increase in the future, as some of these large
players in adjacent industries can bundle their offerings with
promotional discounts and leverage their well-known brand names.

Verisure remains exposed to the Iberian market (accounting for
around 41% in terms of subscriber count) where it enjoys market
leading position. It has seen strong growth in this market but
faces competition from Movistar that affected Verisure's customer
churn in 2022 but Verisure was successful in controlling this churn
in 2023.  In order to support its growth strategy, Verisure aims to
enter into commercial partnerships with telecommunications
companies (such as the one with EE, part of BT Group Plc in 2022),
home insurance companies or utility companies in markets where it
is strategically viable.

After executing a dividend payment of EUR1.6 billion to
shareholders in 2021 that resulted in an elevated Moody's adjusted
gross leverage of around 7.0x, Verisure has remained focus on
de-leveraging via consistent EBITDA growth. Moody's adjusted gross
leverage has reduced to 5.7x in 2023 and remains on track to reduce
below 5.0x over the next 12-18 months. The company has introduced a
financial policy aiming to bring reported net leverage down to
below 4.5x (from 5.3x at the end of 2023) supporting its plans to
decrease leverage towards public market levels. This de-leveraging
will rely largely on EBITDA growth.

Moody's adjusted free cash flow for Verisure will continue to be
negative in the next 12 to 18 months of around EUR100 million, due
to further investments into customer acquisition as part of their
expansion plan as well as assuming some capex associated with the
retirement of 3G services in Norway and Sweden by 2025. The core
portfolio is highly cash generative and the company has the ability
to reduce its growth spending if needed. Moreover, in a
steady-state scenario, in which the company maintains a stable
subscriber base, Moody's expects adjusted FCF/debt to be positive
and in the high single digit percentage range.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Governance considerations are a key driver for the rating action.
An improved issuer profile score of G-3 for Verisure is driven by
the clearly defined financial policy of the company with a net
leverage target of below 4.5x absent material M&A transactions.

Although the company is privately owned (Hellman & Friedman owns
59.6%, Eiffel 21.8%, Alba 7.6% while 11%  is owned by Verisure's
management) and has a history of dividend recapitalizations, it is
now focused on de-leveraging. It has conservatized its financial
policy in the light of the high cost of capital and in line with
its plans to decrease leverage towards public market levels. CIS-3
indicates that ESG considerations have a limited impact on the
current credit rating of Verisure with potential for greater
negative impact over time.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects Moody's expectation of sustained
deleveraging through EBITDA growth to below the company's stated
target over the next 12-18 months.

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

Upward rating pressure could develop if  (1) Verisure demonstrates
adherence to its more conservative financial policy leading to a
Moody's-adjusted gross debt/EBITDA sustained towards 5x; and (2)
increases steady-state free cash flow (before growth spending) to
debt towards 10%, with free cash flow (after growth spending)
trending to turn positive; and (3) maintains strong operating
performance, including stable cancellation rates.

Downward rating pressure could develop if (1) Verisure's
Moody's-adjusted gross debt/ EBITDA is sustained above 6.5x or (2)
operating performance weakens materially or persistently weak free
cash flow generation (before customer acquisition costs).

STRUCTURAL CONSIDERATIONS

The backed senior secured term loans, the senior secured notes and
the EUR700 million RCF all rank pari passu and share the same
security package. They are all rated B1 which is in line with
Verisure's B1 CFR because in Moody's view the subordinated B3 rated
EUR1.32 billion equivalent guaranteed senior unsecured notes do not
provide a sufficient cushion to justify a one notch uplift,
especially in light of likely more senior secured issuance for debt
refinancing purposes in the future.

LIQUIDITY

Moody's considers the Verisure's liquidity to be adequate. As of
December 31, 2023, the company's cash on balance sheet was EUR21
million and it has EUR500 million drawing capacity under Verisure's
EUR700 million RCF. Although, we expect that the company will
generate around EUR900 million of cash from operations in the next
12 months, this will not be sufficient to fund its cash outflow
requirements, including its ambitious capital expenditure
programme, that consists primarily of customer acquisition, which
Moody's estimates will be around EUR620 million in the next 12
months. Therefore, the company will need to rely on its RCF during
2024 and 2025. In addition, the company is expected to maintain
good capacity under its single portfolio net leverage springing
covenant, only applicable when the RCF is drawn above 40%.

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

COMPANY PROFILE

Headquartered in Versoix, Switzerland, Verisure is a leading
provider of professionally monitored alarm solutions. It designs,
sells and installs alarms, and provides ongoing monitoring services
to residential and small businesses across 17 countries in Europe
and Latin America. The company generated around EUR3.1 billion in
annual revenues in 2023.



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

BELLIS FINCO: Moody's Upgrades CFR to B1, Outlook Stable
--------------------------------------------------------
Moody's Ratings has upgraded the long-term corporate family rating
to B1 from B2 and the probability of default rating to B1-PD from
B2-PD of Bellis Finco PLC (ASDA), the third largest grocer in the
UK by sales. At the same time, Moody's has upgraded to B1 from B2
the ratings of the existing backed senior secured debt instruments
and senior secured bank credit facilities issued by Bellis
Acquisition Company PLC, and to B3 from Caa1 the rating of the
backed senior unsecured notes issued by Bellis Finco PLC.
Concurrently, the rating agency has assigned a B1 rating to the EUR
and GBP tranches of the GBP900 million equivalent senior secured
term loan due 2031 being issued by Bellis Acquisition Company PLC
and to GBP1.75 billion  equivalent of other indebtedness, the
GBP166 million senior secured term loan A due 2028, and the GBP667
million revolving credit facility due 2028 to be issued by Bellis
Acquisition Company PLC, the latter two bank facilities effectively
extending the existing facilities by three years. The outlook on
both entities remains stable.

The rating action reflects:

-- The solid performance of the group in 2023, resulting in a
Moody's-adjusted pro forma leverage of 5.6x and GBP415 million of
free cash generation for the year.

-- The impact of the contemplated refinancing transaction which
would further reduce leverage to 5.4x on a pro forma basis.

-- The ratings agency's expectations that the company's operating
performance will continue to improve over the next 12-18 months,
with Moody's-adjusted (EBITDA-CAPEX)/interest ratio of around 2x
and free cash flows between 4%-5% of Moody's-adjusted debt on an
annual basis.    

RATINGS RATIONALE      

The rating upgrade follows the announcement by the company of a
planned refinancing that would lower its amount of funded debt by
GBP340 million, or 7%, to GBP4.5 billion. Pro forma for the
transaction and the acquisitions of forecourt sites from The
Co-operative Group and EG Group Limited (EG, B3 negative),
Moody's-adjusted leverage, including lease and ground rent
obligations, will be 5.4x, excluding the still significant
separation costs from Walmart Inc. (Aa2 stable). Concomitant with
the extension of its revolving credit facility and term loan A both
due in 2025 by three years, the transaction would considerably
reduce near-term refinancing risk.

Despite a slowdown in like-for-like non-fuel sales in the second
half of 2023, company-adjusted after-rent EBITDA for the ASDA
legacy business was up 18% in 2023 at GBP1.0 billion. The group
generated GBP415 million of free cash flow in 2023, including
GBP232 million of working capital inflows. ASDA's earnings growth
is nevertheless tied to the company's performance in the most
competitive UK grocery sector. Although gains by the German
discounters have slowed down during 2023, ASDA has been of late
losing market share to the other Big Four.

The rating agency expects Moody's-adjusted (EBITDA-CAPEX)/interest
ratio will remain broadly stable at its current level of 2x.
Despite incurring substantial separation costs this year which
Moody's expects to be around GBP290 million including related
capital spending, ASDA will still generate around GBP320 million of
free cash flow in 2024, or 4% of Moody's-adjusted debt. With
separation complete by end 2024, free cash flow will amount to
about GBP450 million in 2025, or 5% of Moody's-adjusted debt.
Larger scale and greater bargaining power with fuel suppliers
should result in strong working capital inflows over the next two
years.

Moody's-adjusted EBITDA before the impact of rent and ground rent
expenses will be around GBP1.7 billion and GBP1.8 billion in 2024
and 2025, respectively, up from GBP1.600 million in 2023 (pro forma
for the acquisitions). This will result in leverage of 5.1x and
4.7x, respectively.

ESG CONSIDERATIONS

ASDA's CIS-4 ESG score reflects its moderate, though somewhat
increasing, environmental exposures mainly owing to carbon
transition related to its growing fuel forecourts business,
transport fleet and supply chain. Customer relations risks related
to the sale of consumer goods are also moderate.

The company has a relatively aggressive financial strategy and a
limited but improving track record in terms of strategy execution,
a concentrated ownership structure due to its private equity
ownership and limited governance oversight (two independent board
members out of seven).

LIQUIDITY

Moody's considers ASDA's liquidity profile to be adequate. Pro
forma for the refinancing transaction, the company had as at
December around GBP595 million of cash on balance sheet and a fully
available GBP667 million senior secured revolving credit facility
due August 2025. As part of the transaction, the RCF and term loan
A are to be extended to October 2028, resulting in the company
having no major debt maturity until February 2026 when GBP500
million of senior secured notes come due. The rating agency expects
that the maturity will be addressed well ahead of maturity.

STRUCTURAL CONSIDERATIONS AND COVENANTS

The first lien instrument ratings are in line with the CFR
reflecting the limited cushion provided by the unsecured notes.

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

Guarantors will represent at least 80% of consolidated EBITDA and
total assets, and will include each company that represents 5% or
more of EBITDA or gross assets (a Material Company). Each obligor
incorporated in the UK will give a full fixed and floating charge
and each obligor incorporated elsewhere will be required to provide
security over key shares in a material subsidiary, bank accounts
and receivables, plus a floating charge where available.

Incremental facilities are permitted up to the greater of GBP1,200
million and 100% of EBITDA, plus an unlimited amount up to a 3.0x
senior secured net leverage ratio (SSNLR).

Unlimited pari passu acquired or acquisition debt is permitted
provided either (x) SSNLR is < 3.0x or (y) the pro forma
leverage ratio in effect is no higher than prior to such
transaction. Restricted payments are uncapped subject to a 2.6x
total net leverage ratio (vs. 3.1x at opening). Asset sale proceeds
(including sale-and-leaseback and Ground Rent proceeds in excess of
GBP350 milion in the aggregate) are required to be applied in full
for debt prepayment or reinvestment.

Debt shall not include outstanding RCF loans in the calculation of
the leverage ratios. Details of adjustments to EBITDA have not been
disclosed.

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

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that
ASDA's operating performance will continue to improve and that
its debt metrics (on a Moody's adjusted basis) and liquidity
will remain in line with the expectations for the B1 rating.
Additional debt-funded acquisitions or shareholder distributions
could also exert negative pressure on the rating.

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

Positive rating pressure could develop if ASDA's operating
performance and market share improve above Moody's
expectations, its Moody's-adjusted leverage reduces
sustainably below 4.5x, the coverage of interest expenses measures
in terms of (EBITDA-CAPEX)/interest is above 2.5x, and free cash
flow to debt is above 10%, with at least adequate liquidity.

The ratings could be downgraded if ASDA's operating
performance and market share deteriorate. Negative rating pressure
could develop also if its leverage increases above 6x on a
Moody's-adjusted basis, its interest coverage ratio (as
defined above) falls below 1.75x, or if the company generates
negative free cash flows (also on a Moodys adjusted basis), or if
liquidity deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail and
Apparel published in November 2023.

COMPANY PROFILE

Headquartered in Leeds, West Yorkshire, ASDA is the third largest
grocery retailer and the second largest independent fuel retailer
in the UK, generating GBP25.6 billion of revenue in 2023, including
GBP3.7 billion from fuel, for a reported company-adjusted
after-rent EBITDA of GBP1,078 million.

CELLARHEAD BREWING: Enters Administration After Failed Sale
-----------------------------------------------------------
Business Sale reports that Cellarhead Brewing Company Limited, a
beer manufacturer based in Kent, fell into administration and
ceased trading last week, with Greg Palfrey and Chris Marsden of
Evelyn Partners appointed as joint administrators.

The owners said that they had initially sought to find a buyer for
the brewery, taproom and bottle shop, which is located close to the
village of Filmwell near the Kent and East Sussex border, Business
Sale relates.  However, despite "plenty of interest", the owners
said that no deal had been agreed, leading to the business ceasing
trading, Business Sale notes.

According to Business Sale, a statement from the owners reflected
many of the headwinds facing UK craft breweries, reading: "The past
two years have been more than an uphill struggle due to the
financial climate, huge increases in production costs and a
stressed market which have all lead to the business being
unviable."

In the company's accounts for the year to December 31 2022, its
fixed assets were valued at GBP305,634 and current assets at
GBP124,432, Business Sale discloses.  At the time, the company owed
around GBP235,000 to creditors, with its net assets standing at
GBP133,441, Business Sale states.


DRAX GROUP: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Drax Group Holdings Limited's (Drax)
Long-Term Issuer Default Rating (IDR) at 'BB+' with a Stable
Outlook and Drax Finco Plc's senior secured notes at 'BBB-' with a
Recovery Rating of 'RR2'.

The affirmation reflects Drax's good earnings visibility for the
next three years, based on regulatory support and a clear hedging
policy. It also reflects Drax's sufficient leverage headroom and
strong operational performance. However, Fitch expects a moderately
increasing leverage trend on the back of a lower market price
environment, increasing biomass costs and high capex expectations.

In the long term, the UK government's provision of regulatory
support for a bridging mechanism to Drax's transition to bioenergy
carbon capture and storage (BECCs) will be key for the business
profile, since the current renewable support schemes for Drax's
biomass plants expire in March 2027.

KEY RATING DRIVERS

Good Medium-Term Earnings Predictability: Drax's exposure to
electricity price volatility is reduced chiefly by support schemes
for its biomass units (about 70% of projected EBITDA based on
prices of about GBP70/MWh). Near-term visibility is bolstered by a
rolling hedging policy covering about two years for the renewable
obligation (RO)-supported biomass units. Drax also holds contracts
for difference (CfDs) for baseload power prices on another biomass
unit.

However, these subsidy schemes expire in March 2027. Fitch assumes
that government support continues through a bridging mechanism
post-2027, contributing to cash flow visibility beyond the
subsidies' expiry.

Bridging Consultation Key for Long-Term: The UK government's
consultation on temporary arrangements to support Drax in their
transition to BECCs is a positive sign towards possible ongoing
support from 2027. These discussions indicate the government's
acknowledgement of the importance of Drax's potential contribution
towards the UK's decarbonisation targets. Drax aims to deliver
their first BECCs unit by 2030; however, more clarity on project
approval and ongoing support by the government is pivotal for
Drax's final investment decision as well as for their cash flow
predictability. Fitch expects further government announcements in
2024 about potential bridging mechanisms.

Declining Electricity Prices: Fitch expects electricity prices to
decline to a normalised level at around GBP70/MWh to 2027,
following an extraordinarily high price environment in recent
years. Although Fitch expects the company to continue benefitting
from the recent environment until 2025 due to healthy hedges, Fitch
forecasts Drax's earnings to reduce largely in line with prices
from 2026. Fitch also expects little to no impact from the energy
generator levy from 2025, as Fitch assumes that prices remain below
the CPI-linked threshold of GBP75/MWh.

Strong Operational Performance: Funds from operations (FFO) net
leverage decreased to 1.8x in 2023 (2.6x in 2022), in line with its
positive sensitivity. The deleveraging mainly reflects high
electricity prices, lifting FFO to GBP697 million in 2023 from
GBP561 million in 2022. Performance for 2023 also reflected over
GBP110 million of working-capital inflows, as high collateral
requirements incurred previously gradually reverse, mirroring
decreasing electricity prices. Fitch projects FFO to normalise at
an average of around GBP450 million in 2025-2027, reflecting a
lower energy price environment.

Sufficient Leverage Headroom: Fitch expects FFO net leverage to
gradually increase up to 2.5x by 2026, remaining within its
sensitivities (2.8x). This is largely driven by lower EBITDA
expectations resulting from decreasing electricity prices, which
marginally offset an estimated annual average contribution of GBP40
million from Drax's newly installed 0.9 GW open cycle gas turbines
(OCGTs). The latter are linked to a pre-signed 15-year capacity
market agreement, which commences in late 2024. Drax's rising
leverage also reflects high capex expectations in 2024-2027
combined with high interest costs and increasing dividend payout.

High Investment Expectations: Drax's investments are projected to
remain high over 2024-2027 (on average GBP350 million-GBP400
million per year). The capex plan includes about GBP150 million for
ongoing maintenance and discretionary expenditure allocated to UK
BECCs and the expansion of Drax's pellet production capability.
Drax's target is to increase pellet production capacity by 3Mt by
2030 (from the current 5Mt), subject to clarity on biomass demand
for UK BECCS, with 0.6Mt of additional pellet production capacity
already under construction and expected to be commissioned by 2025.
The capex plan also incorporates maintenance costs of major planned
biomass plant outages and the commissioning of their new OCGT
plants.

Fitch expects Drax to maintain their commitment to the current
rating and their financial policy of net debt/adjusted EBITDA of
less than 2x.

Increasing Biomass Costs: Fitch anticipates a rise in biomass costs
to GBP117/MWh in 2027 from GBP111/MWh in 2023, due largely to
inflation-linked legacy contracts. Additionally, rising logistics
and transportation expenses are expected to contribute to higher
biomass costs. Despite this upward cost pressure, Fitch expects
Drax's strategy of using self-supplied biomass and generating
revenue from the sale of biomass to third parties to help mitigate
some of the financial impact.

Ofgem Investigation Not Material: In 2023, Ofgem announced their
investigation of Drax for a potential breach in their biomass
profiling data. Fitch does not expect Drax to be materially
affected by this investigation. The investigation is ongoing.

DERIVATION SUMMARY

Drax has slightly stronger credit metrics, a more conservative
financial policy and a size advantage over Energia Group Limited
(BB/Stable). Fitch estimates average FFO net leverage of 1.8x at
Drax compared with 2.1x at Energia for 2024-2027. Drax also has
substantially stronger credit metrics than pure renewables peer ERG
S.p.A. (BBB-/Stable), but this is largely offset by ERG's more
robust business profile supported by a higher share of
quasi-regulated EBITDA (85%-90%) and better geographical and asset
diversification.

KEY ASSUMPTIONS

- Normalised power price assumptions at around GBP70/MWh by 2027
for uncontracted renewable obligation certificate (ROC) unit
volumes, based on forward prices

- Continued government support through a bridging mechanism from
March 2027

- EBITDA includes OCGT production from 2024

- Energy generator levy of 45% on revenue above GBP75/MWh
(CPI-linked), and fuel cost allowance above GBP65/MWh

- Growth in the pellet production capacity supporting robust EBITDA
increase in the segment to 2027

- Capacity market and ancillary services EBITDA as per management's
guidance

- Annual capex of around GBP350 million-GBP400 million

- Working capital and dividend payout in line with management
projections

- Refinancing of all maturing debt at a higher interest cost

RATING SENSITIVITIES

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

- Sustained high share of contracted or quasi-regulated EBITDA, at
least in line with the currently expected level of about 70% at
normalised electricity prices, and with tangible progress towards
long-term supported BECCS

- FFO net leverage sustained below 1.8x

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

- FFO net leverage sustained above 2.8x, for example, due to a
major debt-funded acquisition

- A change to the regulatory framework with a material negative
impact on profitability and cash flow

- A significantly lower share of EBITDA that is contracted or
quasi-regulated, and/or failure to obtain government support on a
bridging mechanism from March 2027

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: As at end-2023, Drax had cash and cash
equivalents of GBP380 million with access to a total committed
undrawn amount of GBP260 million in revolver availability. This
mostly consists of a GBP300 million facility maturing in 2026
(GBP46 million drawn for letters of credit) and an undrawn CAD10
million facility. This, together with the proposed EUR350 million
bond, bank term loans totaling approximately GBP385 million
(completed since the start of 2024), and positive free cash flow,
is sufficient to cover debt obligations over the next 24 months.

ISSUER PROFILE

Drax operates an integrated value chain across wood pellet
production in North America, electricity generation and energy
supply to business customers in the UK.

ESG CONSIDERATIONS

Drax has an ESG Relevance Score of '4' for Energy and Fuel
Management. This reflects supply risk for its sizeable biomass
generation business and the long and logistically complex
environmental impact of the biomass supply chain from globally to
the UK, potentially affecting capacity utilisation and cash flow.
This has a negative impact on the credit profile, and is relevant
to the rating in conjunction with other factors.

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

   Entity/Debt            Rating         Recovery   Prior
   -----------            ------         --------   -----
Drax Corporate
Limited

   super senior     LT     BBB- Affirmed   RR1      BBB-

Drax Finco Plc

   senior secured   LT     BBB- Affirmed   RR2      BBB-

Drax Group
Holdings Limited    LT IDR BB+  Affirmed            BB+

   senior secured   LT     BBB- Affirmed   RR2      BBB-

   super senior     LT     BBB- Affirmed   RR1      BBB-

EAGLE MIDCO: Moody's Affirms 'B3' CFR, Outlook Remains Stable
-------------------------------------------------------------
Moody's Ratings has affirmed the B3 long-term corporate family
rating and B3-PD probability of default rating of Eagle MidCo
Limited (Busy Bees). Moody's has concurrently affirmed the B3
senior secured bank credit facilities ratings of Eagle Bidco
Limited. The outlook on both entities remains stable.

The rating action reflects:

-- Solid 2023 performance supported by acquisitions, delivering on
the company's growth and international expansion strategy.

-- Continued debt funded acquisitions pushes leverage up, however,
in the absence of further M&A Moody's-adjusted gross debt to EBITDA
will deleverage to 7.0x over the next 12-18 months from 7.6x in
2023.

-- Higher interest costs constrains interest cover, remaining
around 1x as measured by Moody's-adjusted EBITA/ interest expense
for the next 12-18 months and only neutral free cash flow (FCF)
expected by 2025.

RATINGS RATIONALE      

The affirmation of the ratings with a stable outlook reflects the
rating agency's expectation that over the next 12-18 months the
company's leverage, as measured by Moody's adjusted debt/ EBITDA,
will decrease towards 7.0x. This is supported by the full EBITDA
contributions from its 2023 acquisitions and strong operational
performance in its key markets. In the UK there is potential upside
to occupancy rates with the recent changes to government funding
for early years, while in Australia the company's targeted measures
to improve management at those centres will also support EBITDA
growth. Moody's, however, recognises potential headwinds,
particularly regarding labour, including rising labour costs, staff
shortages and the need to use expensive agency staff at times. The
high interest cost  is pressuring the company's interest cover,
which is expected to remain at around 1.0x as measured by Moody's
adjusted EBITA/ interest expense, and limiting its ability to
generate free cash flow, which constrains the ratings.

The B3 CFR is supported by Busy Bees': (1) stable demand for its
services, which are perceived as essential supporting stable demand
and pricing power; (2) leading market positions; (3) loyal and
affluent customer base; and (4) increased geographic
diversification limits risks pertaining to changes in regulations
and to cost inflation.

The rating is constrained by the company's: (1) high leverage and
weak coverage ratios; (2) buy-and-build strategy through
debt-funded acquisitions hampers deleveraging; (3) high operating
leverage and exposure to rising labour costs; and (4) high interest
costs limit cash generation.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Busy Bees' ESG considerations have a credit impact score of CIS-4.
This primarily reflects high governance risks from the company's
aggressive financial strategy with tolerance for high leverage and
debt funded acquisitions and its concentrated ownership.

LIQUIDITY

Busy Bees has adequate liquidity, with GBP45 million of cash on
balance sheet and GBP63.5 million available under its GBP100
million revolving credit facility (RCF), however an additional
GBP16 million held for use for bank guarantees as at 2023. Moody's
expect the company to generate neutral-to-positive free cash flow
over the next 12-18 months. Busy Bees' liquidity buffer can,
however, temporarily weaken as the company draws down on its RCF to
fund acquisitions before issuing additional loans to repay the RCF
drawings.

The RCF is subject to a consolidated senior secured net leverage
springing covenant when drawings exceed 40%. Even in the event of a
testing, Moody's expect headroom under the covenant to remain
ample.

STRUCTURAL CONSIDERATIONS

Busy Bees' B3-PD probability of default rating reflects the use of
an expected family recovery rate of 50%, as is consistent with
first lien covenant-lite loan structures. The Term Loan B and RCF
rank pari passu and are rated B3, in line with the company's CFR.
All facilities are guaranteed by the company's subsidiaries and
benefit from a guarantor coverage of no less than 80% of the
group's consolidated EBITDA. The security package includes a pledge
over shares, bank accounts and intercompany receivables and a
floating charge over all material operating subsidiaries.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that the company
will maintain good operating performance, reduce leverage towards
7.0x over the next 12-18 months, and refrain from large debt-funded
acquisitions and shareholder distributions.

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

Upward ratings pressure could develop if (1) revenue and EBITDA
margins improve on a sustained basis; (2) Moody's-adjusted leverage
reduces sustainably toward 6x; and (3) free cash flow (FCF) remains
positive, with adequate liquidity.

Conversely, downward ratings pressure could develop if: (1)
Moody's-adjusted leverage remains above 7.5x for a prolonged
period; (2) Moody's-adjusted EBITA/interest is sustainably below
1x; (3) FCF remains negative; (4) liquidity weakens significantly
or; (5) failure to grow revenues organically, maintain at least
stable margins.

PRINCIPAL METHODOLOGY

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

PROFILE

Founded in 1983 and headquartered in the UK, Busy Bees is a leading
day nursery and early years education provider for infants and
children under the age of five. The company generated GBP1007.5
million of revenue and GBP250.6 million of company-adjusted
post-IFRS 16 EBITDA in 2023, based on preliminary results. The
company benefits from good geographic diversification with
operations in Europe (UK, Ireland, Italy), Asia (Singapore,
Malaysia, Vietnam), North America (Canada, US), and Australia/New
Zealand (ANZ). As at December 2023, the group operated a network of
989 nurseries offering in aggregate 101,002 places. Ontario
Teachers' Pension Plan Board (OTTP, Aa1 positive) owns 63%, Temasek
Holdings (Private) Limited (Aaa stable) owns 24% and management
holds the remaining 13% of shares in the company.

ELITE EMERGENCY: Bought Out of Administration in Pre-pack Deal
--------------------------------------------------------------
Business Sale reports that Elite Emergency Medical Services Ltd
(Elite EMS), an ambulance services provider based in Staffordshire,
has been acquired out of administration in a pre-pack deal.

According to Business Sale, the deal has secured close to 500 blue
light worker jobs at the company.

Over the past two years, Elite EMS won a number of fixed-term
contracts with the NHS.  These agreements stipulated that the
company's services "must remain unchanged, despite geopolitical
instability and a difficult economic backdrop leading to the
substantial increase in costs for medical supplies, vehicle
maintenance, fuel and staff during the period", Business Sale
notes.

In its most recent accounts at Companies House, for the year to
March 31, 2022, Elite EMS reported turnover of GBP15.3 million,
compared to GBP10.3 million in its previous accounting period,
while cutting its pre-tax losses from close to GBP109,000 to
GBP11,187, Business Sale discloses.  However, the company's net
liabilities increased from GBP129,354 to nearly GBP198,000,
Business Sale states.

Dominik Czerwinke and Amie Johnson of Begbies Traynor were
appointed as joint administrators of the company on
April 19, 2024, and secured a sale of the business and assets to an
undisclosed party via a pre-packaged administration process,
Business Sale recounts.


ENTAIN PLC: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Entain plc's Long-Term Issuer Default
Rating (IDR) at 'BB' with Stable Outlook. Fitch has also affirmed
the ratings for the senior secured debt issued by Entain and its
subsidiaries - Entain Holdings (Gibraltar) Limited and GVC Finance
LLC - at 'BB+' with a Recovery Rating of 'RR2'.

The rating affirmation follows announced add-ons to existing term
loans and updated management guidance on 2024 performance. The
Stable Outlook reflects its view that Entain will fully exhaust its
leverage headroom but not exceed its negative leverage sensitivity
in 2024 despite an anticipated increase in marketing spend in the
UK and no dividends forecast from its BetMGM JV. At the same time,
it assumes strict budget discipline and no M&A in 2024.

Entain's IDR reflects a business profile appropriate for its
rating, with improving geographical diversification, and a solid
brand portfolio in sports betting and gaming in both retail and
online channels. However, recent improvements in the business
profile have been offset by pressure on the financial profile.
Entain has limited rating headroom as Fitch now projects EBITDAR
leverage at around 4.5x and negative free cash flow (FCF) for
2024-2026.

KEY RATING DRIVERS

No Leverage Headroom Left: Fitch forecasts EBITDAR Net leverage to
reach its negative sensitivity of 4.5x due to weaker profitability
in 2024, additional debt drawdowns, and equity contributions to
BetMGM. Profitability recovery and dividend inflow expected from
BetMGM in 2025 and 2026 are critical to restoring its leverage
headroom. At the same time, its forecast includes a potential
exercise of a put option by Entain CEE minority shareholders in
2026 that could lead to Entain re-leveraging back to around 4.5x in
that year. The fully exhausted leverage capacity leaves no headroom
for operating underperformance, more severe regulatory challenges
or higher shareholder distributions.

Profitability Trough Forecast in 2024: Fitch forecasts EBITDAR
margin to decline roughly 1pp to as low as 19% for 2024 due to
weakness in the UK and Netherlands markets while Brazil and New
Zealand remain in the process of turning around their performance.
Its forecast assumes gradual subsequent recovery towards 20% by
2027 on stabilisation of profitability in currently underperforming
markets that is slightly offset by additional regulatory pressure.
Stronger-than-anticipated regulatory challenges or weaker
operational execution could further weigh on profitability and
would be negative for ratings.

FCF Negative Until 2027: Pressure on profitability, coupled with
forecast committed payments for acquisitions and partnerships,
equity contribution to BetMGM and one-off costs, as well as
progressive dividend payments will lead to negative FCF margins of
over 5% in 2024. In 2025, a reversal in BetMGM profitability and
smaller exceptional costs should help improve FCF margin to small
negative single digits, but no meaningful positive FCF is forecast
until at least 2027.

Starting from 2028, when the deferred prosecution agreement (DPA)
obligation will be fully settled, and BetMGM profitability ramps
up, Fitch forecasts FCF margin to reach 5%. This forecast does not
include any large state sports betting or gaming launches in the
US, as such events would likely result in temporary reduction or
suspension of dividends from BetMGM to allow for funding of new
customer acquisition.

No Debt-funded Growth Assumed: Material pressure on cash flows from
settlements under the DPA in the UK and committed payments under
previous acquisitions and partnerships leave very limited headroom
for further debt-funded growth for Entain. Its Fitch case assumes
minor bolt-on acquisitions of GBP50 million a year from 2025
onwards, but any larger debt-funded acquisitions could lead to
leverage above its negative sensitivities for a prolonged period,
which would result in pressure on Entain's credit profile, unless
it is mitigated by reduced dividends or performance being
materially ahead of the Fitch case.

Business Profile Remains Solid: Entain is one of the world's
leading online gaming operators, albeit smaller than Flutter
Entertainment plc (Flutter). Entain benefits from its strong,
geographically diversified portfolio of brands that provide betting
and gaming services across over 30 regulated markets in Europe, the
US, Latin America, Australia and New Zealand. Its retail presence
in Europe, in particular in the UK, as well as partnership with MGM
in the US provide a competitive advantage over online-only
operators by granting higher visibility to its online operations,
which drive the growth of the business.

Diversification Positive for Business: Increasing diversification
into growing and regulated markets should help reduce reliance on,
and regulatory impact from, Entain's main online markets - the UK,
Australia and Italy - which continue to contribute the majority of
online revenue (excluding the US). Fitch expects US operations to
not require additional investments from Entain aside from the USD25
million committed for 2024. Starting from 2025, Fitch forecasts
that US operations will be in a position to provide dividends to
Entain, potentially boosting profitability by 50bp-100bp that will
not be formally reflected in EBITDA.

DERIVATION SUMMARY

Entain's business profile is solid for its rating, supported by its
sound profitability and large scale. Its close peer Flutter
(BBB-/Stable) is larger and better diversified than Entain, with a
leading position in the US, lower exposure to the UK and wider
business & customer segment diversification via higher exposure to
peer-to-peer platforms, including poker and betting exchange, as
well as the lottery. Its peer 888 Holdings PLC (888; B+/Stable)
similarly has strong brands and retail presence in the UK (via
acquired William Hill operations), but has a smaller scale, higher
leverage and weaker diversification than Entain.

Entain's expected EBITDAR margin at about 19%-20% over the next
four years is solid against the 'BBB' midpoint - it is above 888's,
and broadly in line with Flutter's, the latter due partially to a
gradual ramp-up of Flutter's US profitability that will still
dilute group-level margins in 2024. Entain has weaker profitability
than Allwyn International a.s. (BB-/Stable), and is more exposed to
increasingly stringent regulation of sports betting and online
betting, but has better diversification and a more conservative
financial policy record.

Fitch expects Entain's EBITDAR net leverage to remain higher, at
about 4.5x, than that of Flutter. Entain's leverage in 2024 is
expected to be lower than 888's 6.0x, as deleveraging
post-acquisition has slowed under pressure on EBITDA in UK and
Middle East markets.

KEY ASSUMPTIONS

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

- Mid-single digit online revenue decline in the UK in 2024, driven
by regulatory implementations, followed by broadly flat 2025
revenue and mid-single digit growth to 2028

- Low single-digit decline in UK retail revenues in 2024-2025
followed by flat revenue to 2028

- Organic mid-single digit growth in markets outside the US and the
UK to 2028

- EBITDAR margin of 19% in 2024 (post-Tab NZ gross profit share
payment), a 100bp decline from 2023, before gradually improving to
about 20% by 2027

- US operations contributing to cash inflows from 2025, dividends
of GBP20 million up-streamed to Entain in 2025 and GBP50 million in
2026

- Neutral working capital to 2028

- Capex at about 5% of revenue to 2028

- Dividend payments of GBP117 million in 2024, increasing by 5% a
year in 2025-2028

- Acquisitions of GBP50 million a year in 2025-2028

RATING SENSITIVITIES

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

- Continued strong profitability with diversification offsetting
tighter gaming regulation, and realisation of planned synergies
resulting in an EBITDAR margin above 22%

- EBITDAR net leverage trending towards 3.5x on a sustained basis

- EBITDAR fixed-charge coverage above 3.5x

- Consistently positive FCF

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

- Weaker-than-forecast profitability due to increased competition
or more material impact from regulation leading to an EBITDAR
margin at or below 18%

- EBITDAR net leverage above 4.5x

- EBITDAR fixed-charge coverage below 3.0x along with a
deteriorating liquidity buffer

- Negative FCF, adjusted for non-recurring and extraordinary items

- Maintaining shareholder-friendly financial policies that limit
deleveraging prospects

LIQUIDITY AND DEBT STRUCTURE

Liquidity Improves Pro Forma Issuance: Entain's available liquidity
as of end-2023 amounted to GBP174 million of readily available cash
(after adjustment for customer balances), in addition to GBP340
million available under a revolver credit facility (RCF) of GBP635
million. Subsequently Entain raised a GBP300 million bridge
facility to pay down GBP295 million drawn under RCF.

Pro-forma for the announced transaction, liquidity will further be
supported by around GBP600 million of proceeds that Fitch expects
to be partially used to pay down the outstanding GBP300 million
bridge facility. Debt issuance proceeds should help fund negative
FCF that Fitch forecasts at around GBP260 million in 2024. FCF
under Fitch case will remain negative in 2025 before turning
neutral in 2026 when the RCF matures.

ISSUER PROFILE

Entain is one of the world's largest online gaming operators with
licenses in 34 markets and 26 US states, but its largest market
remains UK (41% of revenues in 2023) and it is mainly present in
Europe. It has exposure to Australia (11% of revenues) and a joint
venture in the USA with casino operator MGM Resorts International.

ESG CONSIDERATIONS

Entain has an ESG Relevance Score of '4' for Customer Welfare -
Fair Messaging, Privacy & Data Security due to increasing
regulatory scrutiny on the sector amid greater awareness around the
social implications of gaming addiction and increasing focus on
responsible gaming. This factor has a negative impact on the credit
profile and is relevant to the rating in conjunction with other
factors.

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

   Entity/Debt             Rating         Recovery   Prior
   -----------             ------         --------   -----
Entain plc           LT IDR BB   Affirmed            BB

   senior secured    LT     BB+  Affirmed   RR2      BB+

Entain Holdings
(Gibraltar) Limited

   senior secured    LT     BB+  Affirmed   RR2      BB+

GVC Finance LLC

   senior secured    LT     BB+  Affirmed   RR2      BB+

MAC INTERIORS: Compromise Deal Reached in Dispute Over Legal Fees
-----------------------------------------------------------------
Catherine Sanz at Business Post reports that a discount of around
EUR300,000 has been agreed in the ongoing tussle over legal and
professional fees in the unsuccessful rescue plan of Mac Interiors,
the Newry-based construction and fit-out firm.

According to Business Post, the High Court heard on April 12 that
the parties had agreed a "significant compromise" on "commercial
terms" over how much in fees should be paid to the lawyers and
insolvency practitioners involved in the failed examinership.


MARSHDALE CONSTRUCTION: Ex-Director Blames Collapse on Vinci Row
----------------------------------------------------------------
Ian Weinfass at Construction News reports that the former director
of a subcontractor has blamed a dispute with Vinci's UK building
solutions arm for putting his company out of business.

Ex-Marshdale Construction Ltd director Ben Edgar made the claim in
a report published on Companies House last Friday, April 19, by the
firm's administrator, insolvency firm Currie Young, Construction
News relates.

According to Construction News, Mr. Edgar said his company began to
experience problems after Vinci Facilities brought in a consultancy
and attempted to "squeeze the existing supply chain to reduce
costs".

The consultancy was engaged after the building solutions arm of
Vinci posted losses in summer 2023, according to the report.

Vinci Facilities is the facilities management and building
solutions business within Vinci Construction in the UK.

Mr. Edgar, as cited by Construction News, said that "multiple
pay-less notices were received" and "applications ignored", with
the parties unable to reach an agreement through meetings.

Marshdale launched adjudication proceedings, which recovered some
of the debts, he said, but Vinci then "prevented all our works from
continuing and removed all the company's security clearance",
Construction News recounts.

As a result, Edgar said in the report, "we could not continue with
the contracted works and . . . we filed for repudiatory breach of
contract and terminated all contracts", Construction News notes.

He added that he called off the legal action early this year in a
bid to come to an amicable solution with Vinci, but that the
contractor issued what he alleges were "spurious claims of defect
which could not be evidenced" against Marshdale.

Mr. Edgar said that on Feb. 6, Marshdale offered a GBP1.7 million
settlement for the GBP2.3 million debt it said it was owed, but
Vinci advised that it believed it had a GBP1.06 million debt in its
favour, according to Construction News.

He contacted Currie Young the next day, the report states.

Marshdale changed its name to MDCL Realisations 2024 Limited the
following month and formally filed for administration less than two
weeks later, Construction News notes.

Wolverhampton-based Marshdale Construction Ltd was formed in 2012
and supplied construction, mechanical and electrical, maintenance,
civil engineering and other services.

The firm turned over GBP17 million in the year ending December 31,
2022, Construction News relays, citing a report from insolvency
firm Begbies Traynor.

After entering administration, MDCL Realisations 2024 Limited was
bought in a pre-pack deal by a company also called Marshdale
Construction Ltd, previously named RM Conversion Services, for the
sum of GBP168,168, Construction News discloses.


POUNDSTRETCHER: Fortress Acquires Business Following CVA
--------------------------------------------------------
Steve Farrell at The Grocer reports that Poundstretcher has been
sold to US investment firm Fortress, owner of Majestic Wine and
Punch Pubs.

According to The Grocer, Fortress Investment Group, which bid
unsuccessfully to buy Morrisons in 2021, will appoint former
Morrisons group commercial director Andy Atkinson as Poundstretcher
CEO.

Former Morrisons operating and finance chief Trevor Strain will
also join the Poundstretcher board after the transaction completes,
in a non-executive capacity, The Grocer discloses.

Tristan Phillips, who was appointed CEO last year, will resume his
former role as chief financial officer, The Grocer notes.

Fortress said it was committed to investment in Poundstretcher,
which has 322 stores across the UK and 4,000 employees, and would
listen to and engage with all stakeholders following completion of
the transaction, The Grocer relates.

It said this would include building Poundstretcher's supplier
relationships in order to improve the shopping experience for
customers, and investing to help Poundstretcher grow its reach
across the UK, according to The Grocer.

Poundstretcher entered a company voluntary arrangement in a
cost-cutting restructuring process in 2020, leading to the closure
of unprofitable stores, The Grocer recounts.

The retailer made a profit before tax of GBP13.5 million in its
2023 financial year, down from GBP16.6 million, on turnover of
GBP245.5 million, down from GBP273 million, The Grocer states.

The business shed over 1,000 retail staff -- about one in five
shopworkers -- during its 2022 financial year, The Grocer notes.


TOWER BRIDGE 2024-2: Moody's Assigns B2 Rating to GBP6MM X Notes
----------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to Notes issued by
Tower Bridge Funding 2024-2 PLC:

GBP267M Class A Mortgage Backed Floating Rate Notes due May 2066,
Definitive Rating Assigned Aaa (sf)

GBP21M Class B Mortgage Backed Floating Rate Notes due May 2066,
Definitive Rating Assigned Aa1 (sf)

GBP9M Class C Mortgage Backed Floating Rate Notes due May 2066,
Definitive Rating Assigned A2 (sf)

GBP3M Class D Mortgage Backed Floating Rate Notes due May 2066,
Definitive Rating Assigned Baa1 (sf)

GBP6M Class X Floating Rate Notes due May 2066, Definitive Rating
Assigned B2 (sf)

Moody's has not assigned a rating to the subordinated GBP 4.5M
Class Z Fixed Rate Notes due May 2066. The Class Z notes are not
backed by collateral. The Class X notes are not backed by
collateral and are repaid from available excess spread after
payments of interest and PDL on the other notes.

RATINGS RATIONALE

The notes are backed by a static pool of UK buy-to-let (69.1%) and
owner-occupied non-conforming (30.9%) mortgage loans originated by
Belmont Green Finance Limited, a specialist lender established in
2016 with a focus on buy-to-let (BTL) and complex income borrowers
lending.

The portfolio of assets amounts to approximately GBP300.0 million
as of March 31, 2024 pool cut-off date. The General Reserve Fund
will be funded to 1.5% of the Classes A to D notes balance at
closing and the total credit enhancement for the Class A notes will
be 12.5%.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

According to Moody's, the transaction benefits from various credit
strengths such as a granular portfolio with fixed interest rate
loans and full valuation of the properties, a non-amortising
General Reserve Fund sized at 1.5% of Classes A to D notes and an
amortising Liquidity Reserve Fund sized at 1.5% of Classes A and B.
The General Reserve Fund will be replenished from the interest
waterfall after the PDL cure of the Class D notes and can be used
to pay senior fees and costs, interest and PDL on the Class A to D
notes. The Liquidity Reserve Fund is funded by the diversion of
principal receipts until the target is met. Once the Liquidity
Reserve Fund is fully funded, it will be replenished from the
interest waterfall. The Liquidity Reserve Fund is available to
cover senior fees, costs and Class A and B notes interest. Amounts
released from the Liquidity Reserve Fund will flow down the
principal priority of payments. The Class A notes, or if these are
not outstanding, the most senior notes outstanding at that time,
further benefit from a principal to pay interest mechanism.

Although Belmont Green Finance Limited (Not Rated) is the servicer
in the transaction, it delegates all the servicing to Homeloan
Management Limited (Not Rated) part of Computershare Loan Services
(CLS) (whose parent company is Computershare Ltd and rated Baa2).
Belmont Green Finance Limited is also the cash manager. In order to
mitigate the operational risk, CSC Capital Markets UK Limited (Not
Rated) acts as back-up servicer facilitator. To ensure payment
continuity over the transaction's lifetime, the transaction
documents incorporate estimation language, whereby the cash manager
can use the three most recent monthly servicer reports to determine
the cash allocation in case no servicer report is available. The
transaction also benefits from at least 3 months of liquidity for
Class A notes at closing.

Moody's determined the portfolio lifetime expected loss of 2% and
Aaa MILAN Stressed Loss of 9.4% related to borrower receivables.
The expected loss captures Moody's expectations of performance
considering the current economic outlook, while the MILAN Stressed
Loss captures the loss Moody's expect the portfolio to suffer in
the event of a severe recession scenario. Expected defaults and
MILAN Stressed Loss are parameters used by Moody's to calibrate its
lognormal portfolio loss distribution curve and to associate a
probability with each potential future loss scenario in the ABSROM
cash flow model to rate RMBS.

Portfolio expected loss of 2%: This is higher than the UK BTL
sector average and is based on Moody's assessment of the lifetime
loss expectation for the pool taking into account: (i) the
portfolio characteristics, including a weighted-average current LTV
of 70.3%; (ii) the portfolio having some adverse credit; (iii) the
limited historical performance data from the originator covering
only six years; (iv) the performance of the seller's precedent
transactions; (v) benchmarking with comparable transactions in the
UK BTL and non-conforming RMBS market; and (vi) the current
economic conditions in the UK.

MILAN Stressed Loss of 9.4%: This is in line with the UK BTL sector
average and follows Moody's assessment of the loan-by-loan
information taking into account the following key drivers: (i) the
portfolio characteristics, including a weighted-average current LTV
of 70.3% and some borrower concentration with the top 20 borrowers
representing 6.7% of the pool; (ii) the portfolio having some
adverse credit; (iii) the proportion of self-employed of 32.4%;
(iv) the proportion of multi-family properties of 18.8%; (v) the
proportion of buy-to-let properties of 69.1%; (vi) the limited
track record of the originator and (vii) benchmarking with
comparable transactions in the UK RMBS market.

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations methodology" published in October
2023.

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

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

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



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

[*] BOOK REVIEW: The First Junk Bond
------------------------------------
Author: Harlan D. Platt
Publisher: Beard Books
Softcover: 236 pages
List Price: $34.95
http://www.beardbooks.com/beardbooks/the_first_junk_bond.html  

Only one in ten failed businesses is equal to the task of
reorganizing itself and satisfying its prior debts in some
fashion.

This engrossing book follows the extraordinary journey of Texas
International, Inc. (known by its New York Stock Exchange stock
symbol, TEI), through its corporate growth and decline, debt
exchange offers, and corporate renaissance as Phoenix Resource
Companies, Inc. As Harlan Platt puts it, TEI "flourished for a
brief luminous moment but then crashed to earth and was consumed."

TEI's story features attention-grabbing characters, petroleum
exploration innovations, financial innovations, and lots of risk
taking.

The First Junk Bond was originally published in 1994 and received
solidly favorable reviews. The then-managing director of High Yield
Securities Research and Economics for Merrill Lynch said that the
book "is a richly detailed case study. Platt integrates corporate
history, industry fundamentals, financial analysis and bankruptcy
law on a scale that has rarely, if ever, been attempted." A retired
U.S. Bankruptcy Court judge noted, "[i]t should appeal as
supplementary reading to students in both business schools and law
schools. Even those who practice.in the areas of business law,
accounting and investments can obtain a greater understanding and
perspective of their professional expertise."

"TEI's saga is noteworthy because of the company's resilience and
ingenuity in coping with the changing environment of the 1980s, its
execution of innovative corporate strategies that were widely
imitated and its extraordinary trading history," says the author.

TEI issued the first junk bond. In 1986 it achieved the largest
percentage gain on the NYSE, and in 1987 suffered the largest
percentage loss. It issued one of the first bonds secured by a
physical commodity and then later issued one of the first PIK
(payment in kind) bonds. It was one of the first vulture investors,
to be targeted by vulture investors later on. Its president was
involved in an insider trading scandal. It innovated strip
financing. It engaged in several workouts to sell off operations
and raise cash to reduce debt. It completed three exchange offers
that converted debt in to equity.

In 1977, TEI, primarily an oil production outfit, had had a
reprieve from bankruptcy through Michael Milken's first ever junk
bond. The fresh capital had allowed TEI to acquire a controlling
interest of Phoenix Resources Company, a part of King Resources
Company. TEI purchased creditors' claims against King that were
subsequently converted into stock under the terms of King's
reorganization plan. Only two years later, cash deficiencies forced
Phoenix to sell off its non-energy businesses. Vulture investors
tried to buy up outstanding TEI stock. TEI sold off its own
non-energy businesses, and focused on oil and gas exploration. An
enormous oil discovery in Egypt made the future look grand. The
value of TEI stock soared. Somehow, however, less than two years
later, TEI was in bankruptcy. What a ride!

All told, the book has 63 tables and 32 figures on all aspects of
TEI's rise, fall, and renaissance. Businesspeople will find
especially absorbing the details of how the company's bankruptcy
filing affected various stakeholders, the bankruptcy negotiation
process, and the alternative post-bankruptcy financial structures
that were considered. Those interested in the oil and gas industry
will find the book a primer on the subject, with an appendix
devoted to exploration and drilling, and another on oil and gas
accounting.

Dr. Harlan D. Platt is a professor of Finance at D'Amore-McKim
School of Business at Northeastern University. He is a member of
the Board of Directors of Millennium Chemicals Inc. and is on the
advisory board of the Millennium Liquidating Trust. He served as
the Associate Editor-Finance for the Journal of Business Research.
He received a Ph.D. from the University of Michigan, and holds a
B.A. degree from Northwestern University.

This book may be ordered by calling 888-563-4573 or by visiting
www.beardbooks.com or through your favorite Internet or local
bookseller.



                           *********


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 2024.  All rights reserved.  ISSN 1529-2754.

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

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

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


                * * * End of Transmission * * *