---

       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

          Thursday, May 30, 2024, Vol. 25, No. 109

                           Headlines



B O S N I A   A N D   H E R Z E G O V I N A

BOSNIA AND HERZEGOVINA: S&P Assigns 'B+/B' ICRs, Outlook Stable


D E N M A R K

LIQTECH INTL: Posts $2.4MM Net Loss in Q1 2024
WINTERFELL FINANCING: S&P Affirms 'B' ICR & Alters Outlook to Neg.


F R A N C E

ALTICE FRANCE: $2.15BB Bank Debt Trades at 16% Discount
BERTRAND FRANCHISE: S&P Assigns 'B' LongTerm Issuer Credit Rating
NEXANS SA: S&P Rates New Senior Unsecured Notes 'BB+'
NOVA ORSAY: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable


G E R M A N Y

PROXES GMBH: EUR95MM Bank Debt Trades at 19% Discount
SAFARI BETEILIGUNGS: S&P Lowers Issuer Credit Rating to 'D'
TELE COLUMBUS: EUR462.5MM Bank Debt Trades at 36% Discount
TUI CRUISES: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable


G R E E C E

PUBLIC POWER: S&P Affirms 'BB-' ICR on Strategic Plan


H U N G A R Y

NITROGENMUVEK ZRT: S&P Lowers LT ICR to 'CCC', Outlook Negative


I R E L A N D

AQUEDUCT EUROPEAN 1-2017: S&P Raises E Notes Rating to 'BB+(sf)'
BARINGS EURO 2014-2: Fitch Affirms 'Bsf' Rating on Class F-R Notes
EURO-GALAXY VI CLO: Fitch Hikes Rating on Class F Notes to 'BB-sf'
SEGOVIA EUROPEAN 5-2018: Fitch Affirms 'B+sf' Rating on Cl. F Notes


I T A L Y

AUTO ABS ITALIAN 2024-1: Fitch Gives BB+(EXP) Rating on E Notes
ESSELUNGA SPA: S&P Affirms 'BB+' LT ICR & Alters Outlook to Stable
TELECOM ITALIA: S&P Retains 'B+' LT ICR on CreditWatch Positive


K A Z A K H S T A N

TAS FINANCE: Fitch Affirms 'B' LongTerm IDRs, Outlook Stable


L I T H U A N I A

AKROPOLIS GROUP: S&P Affirms 'BB+' ICR, Outlook Stable


L U X E M B O U R G

ALTICE FINANCING: $1.60BB Bank Debt Trades at 16% Discount
ALTICE FINANCING: EUR800MM Bank Debt Trades at 16% Discount


N E T H E R L A N D S

BRIGHT BIDCO: $300MM Bank Debt Trades at 53% Discount
BRIGHT BIDCO: S&P Affirms 'CCC+' LongTerm ICR, Outlook Negative
MAGELLAN DUTCH: S&P Lowers LT ICR to 'B-', Outlook Stable


N O R W A Y

SECTOR ALARM: S&P Raises LongTerm ICR to 'B' on Equity Injection


P O L A N D

GLOBE TRADE: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
INPOST SA: Fitch Alters Outlook on 'BB' LongTerm IDRs to Positive


S P A I N

BBVA CONSUMER 2024-1: Fitch Assigns 'BBsf' Rating on Class D Notes


T U R K E Y

MERSIN INT'L PORT: S&P Upgrades ICR to 'BB-', Outlook Positive
TURK TELEKOM: S&P Raised ICR to 'BB-' on Successful Bonds Issuance


U N I T E D   K I N G D O M

ADEN & ANAIS: Goes Into Administration
EVOKE PLC: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
FLOAT CAPITAL: Collapses Into Administration
GARTHORPE PLANT: Collapses Into Administration
HEATHROW FINANCE: Fitch Affirms 'BB+' Rating on High Yield Notes

ISLAND POKE: Mulls Company Voluntary Arrangement
OFFSHORE DESIGN: Falls Into Administration
PREMIER CUSTOM: Enters Administration
RUSSELL DUCTILE: Goes Into Administration
THG PLC: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable

VICTORIA PLC: Fitch Lowers LongTerm IDR to 'B+', Outlook Stable

                           - - - - -


===========================================
B O S N I A   A N D   H E R Z E G O V I N A
===========================================

BOSNIA AND HERZEGOVINA: S&P Assigns 'B+/B' ICRs, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings, on May 27, 2024, assigned its 'B+/B' long- and
short-term issuer credit ratings to the Federation of Bosnia and
Herzegovina, a constituent entity of Bosnia and Herzegovina (BiH;
B+/Stable/B). The outlook is stable.

Outlook

S&P said, "The stable outlook reflects our view that the political
landscape will present challenges for financial planning, yet we
project that economic recovery will support fiscal revenue growth
and inflation will cease to exert pressure on operating spending.
The projected surpluses and market access will allow FBiH to
maintain stable liquidity levels. Furthermore, we anticipate a
decline in debt, including that of public companies."

Downside scenario

S&P said, "We could lower the rating if management pursues
aggressive capital expenditure, resulting in significant deficits
after capital accounts. We could also lower the rating if we
observed a disruption in FBiH's access to funding sources." This
could result from substantial adverse changes in market conditions
or an escalation in intergovernmental tensions that diminished the
willingness of external and domestic creditors to provide financing
to the government.

Upside scenario

S&P said, "Any upgrade would be contingent upon positive
developments in BiH's credit quality, given that we rate FBiH at
the same level as the sovereign. Additionally, an upgrade would
require FBiH's financial management to enhance transparency of
budgetary processes and coordination with other stakeholders in
BiH, which would ultimately lead to more favorable funding
conditions and sustained economic development."

Rationale

FBiH is one of two autonomous entities that operates within Bosnia
and Herzegovina (BiH), the other being Republika Srpska. The FBiH
operates in a complex national political environment characterized
by ethnic tensions and power imbalances, which hampers planning and
budgeting processes.

S&P said, "The under-implementation of capital spending has
improved fiscal performance and debt ratios, which we see as
evidence of unrealistic budgeting and administrative difficulties
in spending execution. However, we understand that FBiH has
significant infrastructure investment needs that could put pressure
on the budget in the coming years if investment planning and
execution improve.

"Our current projections indicate that robust revenue growth,
coupled with lower inflation, will enable FBiH to sustain surpluses
after capital accounts, albeit at a reduced level compared with
previous periods. This will contribute to a continued downward
trend in debt metrics."

FBiH's internal liquidity position and its access to domestic
short-term funding and to a pool of international lenders should
provide sufficient liquidity to cover its annual debt service
payments. S&P doesn't project that FBiH's access to external
funding will be affected by national political escalations.

Frequent internal political stalemates are an obstacle to economic
growth and effective fiscal policy planning

The institutional framework in which constituent entities in BiH
operate is constrained by frequent political tensions. In FBiH, the
formation of a new coalition government took nearly eight months
and needed intervention by the internationally appointed High
Representative (the authority that interprets civilian aspects of
the Dayton Accord), ending with an amendment to the constitution.
In April 2023, Nermin Niksic, the leader of the Social Democratic
Party, was elected Prime Minister of FBiH.

While there is broad consensus among governments on the need for
institutional and economic reforms--and the EU membership process
has encouraged this view--implementation is slow and gradual. At
the same time, the ongoing regional conflicts, such as those
related to a secession from Republika Srpska, are creating
political tensions and hindering economic potential, despite the
unlikelihood of a secession.

FBiH's economy is relatively poor compared with Eastern European
peers and faces significant demographic challenges. Regional GDP
per capita was about $8,000 in 2023, in line with the BiH national
average. S&P also expects GDP growth to accelerate to a solid 2%-3%
per year over 2024-2026, broadly in line with the national trend.
The economy is diversified, with trade (wholesale and retail) and
manufacturing as the leading economic activities. Inflation has
been declining since peaking at 14% in 2022 and it expects it will
fall below 3% from 2025. The population is declining and also aging
rapidly. A significant portion of the working-age and high-skilled
population is migrating in search of higher wages and better job
opportunities. The government has not yet implemented medium-term
policies to address this issue but has focused on long-term
policies designed to support families with children. These include
higher transfers for families with more than one child and special
grants for newborns.

Despite FBiH's autonomy in the management of its fiscal policy,
this autonomy and the priorities set in the budget are not yet
fully reflected in practice. FBiH's fiscal performance is
satisfactory, but this is because realized investments fall short
of the allocated funds and short-term needs take precedence over
long-term policy goals. In our view, this discrepancy between plans
and execution represents a weakness in financial management,
particularly in terms of the predictability of budget execution.
Conversely, a positive aspect in the management of FBiH is the
existence of debt and liquidity laws, which to some extent
contribute to the visibility and planning of medium-term financing
needs by setting legally binding limits on debt service payments
and liquidity buffers. These are considered in the budget drafting
and borrowing planning, together with repayments to cantons and
public companies.

Moreover, a special mechanism facilitates timely repayment of
nearly 85% of FBiH's debt, mostly owed to multilateral
institutions. The State Indirect Tax Authority (ITA) collects
indirect taxes, allocates them for financing central government
institutions and servicing external debt issued on behalf of the
constituent entities. FBiH benefits from access to necessary
financing from multilateral organizations (World Bank, KfW,
European Bank for Reconstruction and Development, European
Investment Bank, and IMF) and commercial banks. In S&P's view,
market access should remain satisfactory.

Diminishing future surpluses affect investment capacity, and while
this relieves the debt burden, it also constrains future growth
prospects

S&P said, "Although FBiH has achieved historically high surpluses
on the capital account, the outlook is more constrained. We expect
weaker economic growth and lingering inflationary pressures, which
have pushed up expenditure, in particular on social security and
personnel costs. We therefore anticipate that future surpluses will
diminish.

"Consequently, in order to execute investments in line with the
budgeted levels, FBiH will be reliant on external sources of
financing. We believe that FBiH will continue to find ample funding
sources, as it has done through multilateral lending institutions
so far. Additionally, BiH's EU candidate status entails access to
various EU financial support programs including an instrument for
pre-accession assistance, which could benefit FBiH."

Reforms aimed at improving the revenue stream over the next few
years are under discussion, and while it is not clear when these
might be approved, their implementation could at some point support
higher capital expenditure. Tax rates are currently among the
lowest in the region, while social contributions rates appear to be
high.

S&P said, "However, based on our current view of the limitations of
investment execution, we anticipate that debt will continue to
decline. It is important to note that while certain projects are
executed through public companies and may not be reflected in
FBiH's budget execution, the associated debt is consolidated within
FBiH. This consolidation occurs because these projects are
typically financed with external debt signed at FBiH's Ministry of
Finance, and thus the associated risks are accounted for in our
analysis.

"In our view, FBiH's access to external funding, which we view as
sufficient, should not be affected by national political
escalations. Its internal liquidity position and access to domestic
short-term funding will be sufficient to cover about 70% of annual
debt service. We believe FBiH can refinance its debt coming due
with local banks, while payments to multilateral institutions are
serviced timely via ITA and the central government." Funding
constraints will result in adjustments in budget spending,
especially on capital projects.

The direct debt of FBiH includes amounts contracted by FBiH itself,
cantons, and state-owned enterprises. Although FBiH does not pay
more than half of this debt directly, it is included in the total
debt figures because all financial obligations are consolidated in
FBiH. In 2023, the total direct debt was konvertibilna marka (BAM)
6.1 billion, with BAM 3.6 billion being the debt of public
enterprises and cantons and BAM 2.5 billion from FBiH. S&P said,
"We expect it will decrease below 100% of the FBiH's adjusted
operating revenues by 2026, even if we assume higher investment
from state-owned enterprises. About 85% of FBiH's direct debt is
external, mostly in euros, while most of the debt is denominated at
fixed interest rates. In our view, FBiH's potential risks
associated with contingent liabilities are relatively limited."
However, FBiH's ownership of two banks increases the probability of
a more adverse outcome, although this is not our base-case
scenario.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  NEW RATING

  FEDERATION OF BOSNIA AND HERZEGOVINA

   Issuer Credit Rating          B+/Stable/B




=============
D E N M A R K
=============

LIQTECH INTL: Posts $2.4MM Net Loss in Q1 2024
----------------------------------------------
LiqTech International, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $2,388,295 on $4,235,344 of revenue for the three
months ended March 31, 2024, compared to a net loss of $2,389,503
on $4,011,519 of revenue for the same period in 2023.

As of March 31, 2024, the Company had cash and cash equivalents of
$7,726,213, net working capital of $12,777,940, an accumulated
deficit of $78,310,475, and total assets and liabilities of
$31,366,068 and $16,828,606, respectively.

The Company has incurred significant recent losses and continues to
analyze various alternatives, including potentially obtaining debt
or equity financings or other arrangements. "Our future success
depends on our ability to restore profitability and raise capital
as needed," the Company explained. "We cannot be certain that
raising additional capital, whether through selling additional debt
or equity securities or obtaining a line of credit or other loan,
will be available to us or, if available, will be on terms
acceptable to us. If we issue additional securities to raise funds,
these securities may have rights, preferences, or privileges senior
to those of our common stock, and our current shareholders may
experience dilution. If we are unable to obtain funds when needed
or on acceptable terms, we may be required to curtail our current
development programs, reduce operating costs, forego future
development and other opportunities, or even terminate our
operations."

A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/vpmddkm3

                   About LiqTech International

Ballerup, Denmark-based LiqTech International, Inc. is a clean
technology company that provides state-of-the-art gas and liquid
purification products by manufacturing ceramic silicon carbide
filters and membranes as well as developing industry-leading and
fully automated filtration solutions and systems.

As of December 31, 2023, the Company has $35,971,847 in total
assets and $18,695,831 in total liabilities.  

Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated March 21, 2024, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.

WINTERFELL FINANCING: S&P Affirms 'B' ICR & Alters Outlook to Neg.
------------------------------------------------------------------
S&P Global Ratings revised its outlook on the rating on
Denmark-based building materials distributor Winterfell Financing
S.a.r.l. (Stark Group) to negative from stable, reflecting the
limited rating headroom at the current rating level. At the same
time, S&P affirmed its 'B' long-term issuer credit and issue
ratings on Stark Group and its debt.

The negative outlook reflects that S&P could lower the issuer
credit rating on Stark Group by one notch if the company does not
start to deleverage toward 6.5x from fiscal year 2025

The negative outlook reflects the limited rating headroom, which
results from our expectation of elevated leverage in fiscal year
2024. Stark Group reported weaker-than-anticipated results in the
first half of fiscal year 2024, amid a softer market environment.
The company's reported EBITDA declined to EUR104 million, from
EUR198 million, year over year, driven by higher restructuring
costs, weakening market volumes and pricing pressure. Although
Stark Group benefits from the full-year contribution of
Saint-Gobain Building Distribution Ltd. in the U.K. (SGBD U.K.), we
now anticipate that the company's S&P Global Ratings-adjusted
EBITDA will decline to about EUR340 million-EUR350 million in
fiscal year 2024, from EUR391 million in fiscal year 2023. This
will translate into leverage remaining elevated at about
8.2x–8.5x in fiscal year 2024. S&P's adjusted EBITDA figure also
captures one-off and restructuring costs of about EUR60 million in
fiscal year 2024, notably related to the integration of SGBD U.K.

S&P said, "We now anticipate that FOCF after lease payments will
turn negative in fiscal years 2024 and 2025, excluding proceeds
from disposals.Our revised EBITDA assumptions and the increase in
cash interest expenses of about EUR120 million in fiscal year 2024
and EUR160 million in fiscal year 2025, compared with EUR100
million in fiscal year 2023, point to negative FOCF after lease
payments of about EUR100 million-EUR120 million in fiscal year 2024
and EUR70 million–EUR90 million in fiscal year 2025. Our base
case also assumes annual lease payments of approximately EUR180
million and modest working capital outflows. That said, Stark
Group's substantial real estate portfolio, which is valued at more
than EUR1.2 billion, provides financial flexibility, in our view,
as it could become a source of cash. We understand that Stark Group
has a divestment program in place and expects total proceeds of
approximately EUR250 million in fiscal years 2024 and 2025."

Gradual deleveraging from fiscal year 2025 supports the ratings.
Stark Group's performance will progressively recover as interest
rates stabilize and consumer spending picks up. Market recoveries
vary by region but we expect volumes will bottom out by June 2024.
Volumes have already started to improve in some countries,
including Denmark, and S&P anticipates they will improve in Germany
by July 2024 and in Sweden by December 2024.

Rated European building materials distributors, including Stark
Group, will benefit from supportive secular trends related to
energy efficiency over the medium to long term. Due to its
significant exposure to the repair, maintenance, and improvement
(RMI) market (67% of revenue) and markets with ageing housing
stocks, Stark Group will benefit from the European Green Deal
program. We therefore forecast a recovery in volumes from fiscal
year 2025 and an improvement in margins as the company improves its
organizational efficiency and we incorporate lower one-off costs of
about EUR10 million-EUR20 million in fiscal year 2025, versus EUR60
million in fiscal year 2024. Stark Group's adjusted debt to EBITDA
will therefore decline below 6.5x in fiscal year 2025.

The negative outlook reflects that S&P could lower the issuer
credit rating on Stark Group by one notch if the company does not
start deleveraging toward 6.5x from fiscal year 2025.

S&P could lower the rating if Stark Group:

-- Experienced margin pressure due to a weaker-than-expected
recovery in the operating performance in the second half of fiscal
years 2024 and 2025, leading to debt to EBITDA remaining
significantly above 6.5x for a prolonged period; or

-- Pursued acquisitions that increase adjusted debt or distributed
dividends, lowering available cash that could be spent on debt
repayment or growth. However, S&P understands that Stark Group
currently focuses on deleveraging and does not anticipate new
transformative acquisitions or shareholder remunerations over the
near term.

S&P could revise the outlook to stable in fiscal year 2025 if it
anticipated that Stark Group's leverage improves toward 6.5x.




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

ALTICE FRANCE: $2.15BB Bank Debt Trades at 16% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Altice France SA is
a borrower were trading in the secondary market around 83.8
cents-on-the-dollar during the week ended Friday, May 24, 2024,
according to Bloomberg's Evaluated Pricing service data.

The $2.15 billion Term loan facility is scheduled to mature on
February 2, 2026.  About $546.0 million of the loan is withdrawn
and outstanding.

Altice France provides wireless telecommunication services. The
Company offers fiber optic network solutions for all type of media.
Altice France serves customers in France.


BERTRAND FRANCHISE: S&P Assigns 'B' LongTerm Issuer Credit Rating
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to France-Based restaurateur Bertrand Franchise S.A.S. and its 'B'
issue rating to the group's senior secured notes, with a '3'
recovery rating.

The stable outlook reflects that sound revenue growth, fueled by
rapid store expansion mainly through the franchise model, and an
above-average S&P Global Ratings-adjusted EBITDA margin of
32.0%-33.0% should enable adjusted leverage to trend toward to 6.0x
by 2025 and free operating cash flow (FOCF) after lease payments to
continue to rise in 2024-2025, despite high capex.

Despite important lease liabilities, we forecast leverage to
decrease toward 6.0x in the next two years, which is in line with
that of 'B' rated peers. Bertrand Franchise through its operating
subsidiary, Bertrand Franchise Finance, plans to raise EUR1.15
billion of notes to refinance EUR665 million notes (due 2026) and
EUR235 million pay-if-you-can notes (due 2027) at Burger King
France (issued by Burger King France and MidCo, respectively), and
about EUR200 million of debt at Bertrand Casual and the holding
company. The proposed notes will mature in six years. Additionally,
Bertrand Franchise plans a revolving credit facility of EUR165
million with a maturity of 4.5 years. This transaction lengthens
the group's maturity profile, boosts its liquidity position, and
simplifies its capital structure as it enables the repayment of
multiple instruments. S&P said, "We estimate total adjusted debt of
about EUR2.03 billion at year-end 2024, including EUR820 million of
lease liabilities and EUR57 million of put options on minority
stakes (with co-shareholder of Burger King La Reunion). We expect
S&P Global Ratings-adjusted debt to EBITDA at 6.5x in 2024, then
falling to 6.1x in 2025. However, the group subleases a sizable
portion of its Burger King franchisee rents, which mitigates the
weight of the lease liability in our adjusted debt calculation.
While it is relatively hard to estimate which portion of the lease
liability reported on the company's books is attributable to
restaurant subleases, we believe it is significant in light of
franchisees' rental payment to Bertrand Franchise and in contrast
to the group's own yearly rental payment."

Bertrand Franchise's brand diversification and robust positioning
in the French market support the group's business risk profile.
Bertrand Franchise operates diversified brands in France, including
the Burger King brand through a master franchise agreement with RBI
Europe. The group also operates a portfolio of seven brands (Au
Bureau, Hippopotamus, Leon, Pitaya, Itsu, Volfoni, and Joyo)
covering different cuisine types, price points, and formats, and
focuses on addressing a diversified range of consumer preferences
and dining occasions. Bertrand Franchise still relies on Burger
King, which constitutes about 80% of the company's EBITDA, but we
expect strong growth in other brands to alleviate the risk from a
single-brand strategy. S&P understands the group has substantial
whitespace opportunity. For example, compared with that of global
peer McDonald's, Burger King's network is underdeveloped with the
number of Burger King restaurants representing only one-third of
the McDonalds locations in France, leaving potential for store
expansions. In addition, with the variety of cuisine provided by
the group's portfolio, two brands can be on the same street without
triggering cannibalization, which enables the company to find the
best locations and to share it among brands.

Bertrand Franchise focuses on rapid network expansion, which
enables healthy growth in the EBITDA base, but the various brand
additions and transformations bring execution risk. The group has
successfully acquired restaurants perimeters and new banners. At
year-end 2023, it counted 1,055 restaurant locations and plans to
double this number by 2028. As a result, S&P expects a continuous
growth in systemwide sales, incorporating sales generated by
franchised restaurants, to EUR3.06 billion in 2024 and EUR3.50
billion in 2025, which translates into company revenue of EUR965
million-EUR975 million (excluding the marketing fund) in 2024-2025
and S&P Global Ratings-adjusted EBITDA of EUR310 million in 2024
and EUR350 million in 2025. Nevertheless, acquisitions come with
execution risks such as integrating, upgrading, and opening new
sites; finding synergies, and finding suitable franchisees, which
could hamper either the top line and EBITDA. In addition, the
restaurant industry is highly competitive, both from global players
such as McDonalds, more regional players such as Paul, Exki, or
Pret-a-Manger, and local players, especially for meat and seafood.
As more and more competitors enter the market, S&P anticipates
increasing competition for franchises, restaurant locations, and
employees, which may affect Bertrand Franchise's cost structure.
The group's ability to compete through its various brands would
then also depend on its ability to modernize restaurants, respond
to consumer and industrial trends, and maintain a positive public
perception.

The company's asset-light model through franchises supports
above-average margins and bears limited risk. Bertrand Franchise
has a good mix of franchised and company-owned restaurants, with
franchises contributing more than 80% of 2023 systemwide sales.
This asset-light business model protects metrics somewhat during
times of inflation because franchisees bear the increases in the
cost structure, and Bertrand Franchise benefits from higher selling
prices since royalties are generally indexed to revenue, as well as
rental income from franchisees. In particular, rental income from
franchisees is sizable and covers the company's rental payments and
costs associated with its directly operated restaurants, greatly
alleviating the high fixed costs associated with the group's large
lease liability. S&P said, "Therefore, in our view, a key parameter
to the group's success is to select the right locations and
franchisees to operate stores, which we believe it has done very
well thanks to the brand appeal, which secures revenue for all
parties, franchisees, landlords, and the Bertrand franchise. We
anticipate the company will expand mainly through franchise
openings and think that the increasing number of franchises,
coupled with lower inflation, will lead the adjusted EBITDA margin
above industry average at 32.1% in 2024 and up to 36.0% in 2025."

Cash interest and capital expenditure (capex) will pressure
Bertrand Franchise's FOCF after leases in 2024 but cash flow will
improve thereafter. Despite the asset light business model, the
group still has to budget capex to partially cover franchise
openings (depending on the business model) and its own-store
opening expense, as well as maintenance costs related to
refurbishments and transfer from own-restaurant to franchise
locations and other headquarter costs. S&P said, "We expect capex
to reach about EUR68 million in 2024 (7% of company revenue), about
half of it for growth. In addition, with the refinancing
transaction, we forecast higher cash interest in 2024 and after,
further hampering FOCF after leases, which we expect to range from
EUR5 million-EUR10 million in 2024. From 2025 onward, we anticipate
lower capex needs of about EUR50 million per year (5% of company
revenue), because with the expansion of a pure franchise model,
capex born by Bertrand Franchise should decrease accordingly. This,
coupled with an increasing S&P Global Ratings-adjusted EBITDA, will
drive FOCF after leases to EUR55 million in 2025 and up to EUR87
million in 2026. Furthermore, growth capex could become
discretionary, and the group could delay or stop it, if necessary.
We do not expect this in our base-case scenario because the company
has adequate liquidity thanks to its cash reserves and full
availability of its RCF."

Bertrand Franchise is owned by a consortium of investors, which
have a high leverage tolerance, although this refinancing
translates into improved overall leverage. Groupe Bertrand owns
most of Bertrand Franchise, mostly through common equity, while the
remainder is owned by Bridgepoint, and United JVCO, a consortium of
investors composed of GSAM and Alpinvest, with 18% through
preference shares. S&P said, "We assess these preference shares as
akin to equity, although those held by JVCO do not confer voting
rights and we understand have priority rights in payment over
common equity, because they have no maturity or mandatory
redemption feature, sit outside the restricted group, and are
unsecured and unguaranteed. While this current transaction points
to a lower leverage than when first assigned our rating to Burger
King France in 2017, with starting adjusted leverage at 8.1x at the
time, we still view the group as showing a high tolerance to
leverage, with a gross financial leverage (gross financial debt on
pre-IFRS 16 EBITDA) of 6.3x despite considerable business growth."
Furthermore, we think the group could contemplate acquisitions, as
part of its ambitious growth strategy, that could weigh on leverage
and cash accretion over the forecast period.

S&P said, "We view Bertrand Franchise's credit quality as immune
from that of Groupe Bertrand. While Bertrand Franchise has a cash
pool with Bertrand Holding, we understand the cash management
agreement is for optimization purposes only, and cash belonging to
Bertrand Franchise is segregated from the rest of the group and
always accessible. Furthermore, we think Bertrand Franchise's daily
operations operate independently from Groupe Bertrand and expect no
dividend distribution from Bertrand Franchise over our forecast
period. Furthermore, the documentation, with a clear restricted
perimeter, together with the significant minority interests, leave
little room for Groupe Bertrand to call for Bertrand Franchise's
assets in a default of the parent, and we tend to regard Groupe
Bertrand as a family firm rather than a structured group. Lastly,
Groupe Bertrand has other activities in the hospitality segment,
which we expect to marginally contribute to overall earnings
considering their size, but bear significant patrimonial value,
being composed primarily of premium legacy restaurants and
five-star hotels in Paris. We have limited information on Groupe
Bertrand's financial liabilities beyond those related to Bertrand
Franchise. We have limited information on Groupe Bertrand holding's
financial liabilities but understand net financial debt is close to
zero.

"The stable outlook reflects our expectation that sound revenue
growth, fueled by rapid store expansion mainly through the
franchise model, and an above-average S&P Global Ratings-adjusted
EBITDA margin of 32.0%-33.0% should enable adjusted leverage to get
closer to 6.0x by 2025; and that FOCF after lease payments will
continue to rise in 2024-2025 despite elevated capex.

"We could lower the rating over the next 12 months if Bertrand
Franchise's operating performance and credit metrics deteriorate
due to a less successful expansion plan than anticipated or because
of additional debt-funded acquisitions." These developments might
cause:

-- S&P Global Ratings-adjusted leverage ratio to be structurally
above 6.5x by 2025; or

-- The group's FOCF to be negative over the forecast period and
financed through draws on the RCF, depleting the group's
liquidity.

S&P said, "We could raise the rating over the next 12 months if
Bertrand Franchise executes its expansion plan ahead of our
expectations, translating into S&P Global Ratings-adjusted leverage
declining comfortably below 5x and FOCF after leases be
structurally above EUR50 million. Ratings upside would also hinge
on the group's financial policy being consistent with sustaining
improved credit metrics.

"Governance factors are a moderately negative consideration in our
credit rating analysis of Bertrand Franchise, driven by the
aggressive financial policy of its majority private owner, Groupe
Bertrand. We regard the ownership strategy as akin to a financial
sponsor, exemplified by a high degree of tolerance toward leverage
(debt to EBITDA staying above 6x over the next two years). We think
the company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners.

"Environmental and social factors are a net neutral consideration
in our analysis. Nevertheless, we expect consumers could eventually
shift their eating habits to favor meatless options, either for
health considerations, animal protection, or carbon impact reasons.
For the Burger King or Hippopotamus brands, this could affect their
ability attract customers with plant-based alternatives, given they
are being associated with meat-related products in customers'
minds. Still, we view favorably the group's diversification with
the other brands like Pitaya, Leon, or Volfoni."


NEXANS SA: S&P Rates New Senior Unsecured Notes 'BB+'
-----------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue rating to the proposed
five-year, senior unsecured notes, expected at EUR575 million, set
to be issued by France-based cable manufacturer, Nexans SA
(BB+/Stable/B).

The proposed issuance does not affect our view of Nexans' credit
profile, and S&P anticipates it to be largely credit neutral. This
is because it understands that the proceeds from the bond issuance
will be used to pre-finance the planned acquisition of Italy-based
low voltage cable maker La Triveneta Cavi, expected to close by the
end of June, subject to regulatory approvals and the satisfaction
of other customary closing conditions. The proceeds may also be
used for general corporate purposes, based on the company's
offering memorandum.

In addition, based on the company's recent first-quarter trading
update, S&P does not expect any material changes from the
expectations laid out in our most recent rating action on Nexans.

The 'BB+' rating on the proposed notes reflects S&P's expectation
of 50%-70% recovery (rounded estimate: 65%, capped) in the event of
a payment default. The notes constitute the issuer's direct,
unconditional, unsubordinated, and unsecured obligations and rank
at the same seniority (pari passu) as any other present or future
unsecured and unsubordinated obligations of the issuer. The notes
are subject to customary negative pledge obligations.

Recovery Analysis

Key analytical factors

-- S&P rates at 'BB+' Nexans' senior unsecured notes (comprising
the EUR400 million notes due in April 2028, EUR350 million notes
due in 2030, and the proposed EUR575 million notes due in 2029),
with a recovery rating of '3'. The ratings are based on its
expectation of 50%-70% recovery (rounded estimate: 65%, capped), in
the case of a payment default.

-- The recovery rating on the facilities is supported by limited
priority ranking debt, which encompasses factoring as well as local
facilities, while it is constrained by the notable amount of
pari-passu unsecured debt.

-- S&P's hypothetical default scenario stems from a severe global
recession in key markets, tightening credit markets, and
significant contraction in demand due to an overall economic
slowdown.

-- S&P values the group as a going concern, given its strong brand
and strong competitive position.

Simulated default assumptions

-- Year of default: 2029
-- Jurisdiction: France

Simplified waterfall

-- Emergence EBITDA: EUR396 million.

-- Minimum capital expenditure (capex) at 2.5%, based on our
expectation of future capital expenditure.

-- Standard cyclicality adjustment of 5%.

-- Operational adjustment of 10% to reflect the emergence EBITDA
haircut against peers.

-- Implied enterprise value multiple: 5.0x.

-- Gross enterprise value at default: EUR2.0 billion

-- Net enterprise value after administrative costs (5%): EUR1.9
billion

-- Estimated priority debt: EUR253 million

-- Estimated senior unsecured debt: EUR2.3 billion

-- Recovery expectations: 50%-70%; rounded estimate: 65% capped

Note: All debt amounts include six months of prepetition interest
accrued and assumed 85% drawn on the RCFs.


NOVA ORSAY: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
on Nova Orsay S.A.S. and its 'B' issue rating on the new bond
issued by Nova Alexandre III S.A.S., its direct subsidiary; the
bonds have a '4' recovery rating on them.

S&P withdrew its 'B-' ratings on Novafives S.A.S. because the group
has redeemed the issuer's notes outstanding.

The stable outlook reflects S&P's expectations that the group's
debt to EBITDA will remain below 6.0x, it will generate positive
free operating cash flow (FOCF), and margins will stay above 6%.

Novafives has completed its proposed refinancing, and as part of
the transaction Nova Orsay S.A.S. is now the rated entity in its
analysis as the ultimate parent company.

The group has addressed its upcoming maturities and, thanks to the
raised equity, has reduced its indebtedness, in line with our
expectations. S&P said, "In early March 2024, existing shareholders
and state-owned French investment bank Bpifrance closed an equity
cash injection of EUR150 million in common equity, which we view as
credit positive as its demonstrates the continuous support from
shareholders if needed. Management will retain most voting rights
through a golden share and we do not expect any material changes in
the group governance structure. As part of the transaction, Nova
Orsay becomes the rated entity in our analysis as the ultimate
parent that fully owns and consolidates Novafives (which will be
merged with Fives S.A.S.) and the issuing entity, Nova Alexandre
III. In line with our expectations, the group used the EUR150
million proceeds from the cash equity injection, some cash from the
balance sheet, and the EUR430 million floating-rate senior secured
notes due in 2029 to refinance both the EUR275 million senior
secured floating-rate note and EUR325 million senior secured
fixed-rate note issued by Novafives, both due in 2025. Share terms,
maturities, and other loan conditions (including covenants,
security and ranking) are in line with our expectations, as
outlined in the final debt documentation. With the reduction in
senior notes, we continue to estimate that S&P Global
Ratings-adjusted debt will decline to less than EUR750 million
after the transaction's close, compared with about EUR977 million
at end-2023." Nova Alexandre III (and Fives) has also signed a
super senior revolving credit facility (RCF) agreement at EUR164
million (upsized by about EUR25 million from previously announced)
maturing, six months before the notes mature in January 2029. With
the proposed transaction, there will be no material maturities
until early 2029 and the liquidity profile will improve.

S&P said, "We expect robust operating performance supported by
industry tailwinds and the gross debt reduction to significantly
deleverage to less than 5x.Nova Orsay's backlog should reach a
record high of above EUR2.4 billion in 2023 (up 53% from 2021), and
we believe order intake remains healthy. We think the company's
portfolio of technologies provides solutions to in-demanded
industrial segments such as decarbonization, automation, and
digitalization. We anticipate the process technologies division to
fuel most of the revenue and earnings growth in 2024 as demand for
decarbonized and more energy-efficient technologies remain robust
across the end-markets served (energy, steel and glass, cement, and
aluminum). We expect the business to also benefit from a globally
diversified geographic base, with revenue generated mainly in
Europe and the Americas but also in Asia and Oceania. We therefore
forecast revenue to increase by 2.0%-2.5% in 2024 after strong
growth in 2023 of 18.1%. We think the S&P Global Ratings-adjusted
EBITDA margin should expand to 6.4%-6.7% in 2024 (from about 6.1%
in 2023). This is thanks to a growing volume base and better
absorption of fixed costs. In addition, we expect less inflationary
pressure to improve the group's profitability, which is already
reflected in the contracted projects in the backlog and grants some
visibility. We also expect revenue to increase 2.5%-3.5% and EBITDA
margins to reach 6.5%-7.5% in 2025 as the group executes committed
projects while order intake remains solid. A higher share of
after-market activities and other related services, such as
maintenance services, supply of spare parts for industrial
equipment, and training will drive margin expansion. We forecast
service shares on total revenue to be more than 30% in 2023 and
increase in 2024 and 2025 as the group delivers machinery as part
of the backlog execution. Combined with the significant gross debt
reduction, we forecast our adjusted debt to EBITDA to decrease to
4.4x-4.6x from 6.7x in 2023. In 2025, we anticipate leverage to
decrease thanks to EBITDA expansion and further gross debt
reduction to 4.0x-4.5x.

"We think Nova Orsay will generate meaningful positive FOCF,
although execution risks and swings in working capital could cause
some cash flow volatility. We expect the group to generate FOCF of
EUR25 million-EUR30 million in 2024, sustained by robust operating
performance, before increasing to EUR65 million-EUR70 million in
2025. There are, however, risks related to our base-case scenario
that are intrinsic to the group's business. These relate to project
execution and intrayear working capital swings that might affect
the group's ability to generate cash flow. The company participates
in different tendering processes to acquire new businesses where it
delivers complex and technologically heavy multiyear projects.
During the tendering process, Nova Orsay estimates costs and sets
relative fixed prices and terms, so any material deviation from
expected cost could result in unforeseen losses on those contracts,
which could affect the group's operating cash flow. The cash
consumption and the release from changes in working capital are
similarly linked to contracts' cash milestones and the evolution of
multiple projects at once, which causes high swings and seasonality
in working capital dynamics. Although we anticipate the combined
effect will be neutral over the next two years, high peaks could
negatively affect FOCF. However, we expect the group will generate
sufficient FOCF from 2025 onward to fund the annual repayments of
its amortizing bank loans (including the French state-guaranteed
loan Pret Garanti par l'Etat [PGE], European Investment Bank [EIB]
loans, and other state-guaranteed loans) that amount to about EUR65
million.

"We withdrew our ratings on Novafives following the transaction's
completion. The group has redeemed both Novafives' EUR275 million
senior secured floating-rate and the EUR325 million senior secured
fixed-rate notes due in June 2025 before they became current. This
resolved the refinancing risks and now the group has an improved
debt maturity profile.

"The stable outlook reflects our expectations that the group's
operating performance remains robust, with the company benefiting
from industry trends and improving margins while the business
progressively deleverages. We expect debt to EBITDA will remain
comfortably below 6.0x, the group will generate FOCF, and margins
will stay comfortably above 6%.

"We could lower the ratings if the company demonstrated weaker
revenue and margins that decline to 5% amid unfavorable market
conditions or unforeseen cost overruns during the completion of
projects in backlog; and credit metrics, such as debt to EBITDA,
trend to 6.0x due to significant weaker operating performance and
the inability to generate positive FOCF. A funds from operations
cash interest coverage below 2x would also put downward pressure on
the ratings."

SO&P could raise the ratings if:

-- The group further expanded its revenue and increase its EBITDA
margins meaningfully to 7.5%, supported by better efficiencies and
executing of contracts with better pricing.

-- This resulted in an FOCF-to-debt ratio of more than 5.0%.

-- The group's adjusted debt to EBITDA decreases to below 4.5x
sustainably at the same time.




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

PROXES GMBH: EUR95MM Bank Debt Trades at 19% Discount
-----------------------------------------------------
Participations in a syndicated loan under which ProXES GmbH is a
borrower were trading in the secondary market around 80.9
cents-on-the-dollar during the week ended Friday, May 24, 2024,
according to Bloomberg's Evaluated Pricing service data.

The EUR95 million Term loan facility is scheduled to mature on July
15, 2024.  The amount is fully drawn and outstanding.

ProXES GmbH designs and manufactures industrial machinery. The
Company offers food processing, pharmaceutical, and health-care
technologies. The Company’s country of domicile is Germany.


SAFARI BETEILIGUNGS: S&P Lowers Issuer Credit Rating to 'D'
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on German
gaming company Safari Beteiligungs GmbH to 'D' (default) from
'CCC+', and its issue rating on the company's EUR258 million senior
secured notes to 'D' from 'CCC+'

S&P will reevaluate Safari's business and financial prospects once
the amend-and-extend transaction has been executed, which it
understands will be in May 2024.

The downgrade follows the company signing a lockup agreement with
more than 90% of senior secured noteholders and subordinated PIK
holders, which is sufficient to execute the proposed
amend-and-extend transaction. S&P therefore does not expect the
transaction's terms to change further due to the consent
solicitation process that started May 21 and is to close by the end
of this month. While the debt instruments' nominal value will
remain the same, consisting of EUR258 million senior secured notes
and EUR156 million subordinated PIK notes at Dice MidCo as of
December 2023, the terms will change as follows:

-- Debt instruments will be extended by three years, with the
senior secured notes maturing Dec. 15, 2028, and the subordinated
PIK notes Sept. 30, 2029.

-- Interest on the senior secured notes will be capitalized from
March 31, 2024, to Dec. 14, 2025, at 7.75%.

-- Thereafter, the coupon will increase to 9.25%, of which at
least 5% will be cash interest and with an option to PIK 4.25%
interest if liquidity falls below a certain minimum.

-- The PIK interest on the subordinated notes increases to 14.5%
from 12.5%.

S&P said, "We view the transaction as distressed and therefore
tantamount to a default. This is because we deem the additional
compensation of 150 basis points starting Dec. 15, 2025, as
insufficient to compensate for the three-year maturity extension,
the capitalization of interest until December 2025, and the option
to PIK part of the 9.25% fixed coupon. Our prior 'CCC+' rating,
with a negative outlook, reflected the risk that the group might
not be able to refinance its capital structure at the original
maturity in December 2025.

"We will review our issuer credit rating on Safari and the issue
ratings on the defaulted notes once the transaction closes."


TELE COLUMBUS: EUR462.5MM Bank Debt Trades at 36% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Tele Columbus AG is
a borrower were trading in the secondary market around 64.4
cents-on-the-dollar during the week ended Friday, May 24, 2024,
according to Bloomberg's Evaluated Pricing service data.

The EUR462.5 million Term loan facility is scheduled to mature on
October 16, 2028.  The amount is fully drawn and outstanding.

Tele Columbus AG provides cable services. The Company offers cable
television programming, telephone, and internet connection services
to homeowners and the housing industry. Tele Columbus operates
throughout Germany.

TUI CRUISES: S&P Assigns 'B+' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term issuer credit rating
to German cruise operator TUI Cruises GmbH and its 'B' issue rating
to the company's EUR473.5 million senior unsecured notes due 2026
and EUR350 million senior unsecured notes due 2029.

The stable outlook reflects S&P's expectation of continued
improvement in operational performance for the Mein Schiff fleet
and Hapag Lloyd Cruises to support cash flows, based on favorable
forward bookings and higher occupancy levels, including the
temporary rise in leverage to 5.8x if both vessels are delivered as
scheduled, before decreasing toward 4.0x in 2025.

S&P said, "TUI Cruises completed the refinancing of existing debt
as per our expectations. The rating reflects the company's issuance
in April that was upsized to EUR350 million from the proposed
EUR300 million and has a fixed coupon of 6.25%. The proceeds repaid
EUR336.1 million secured debt in the form of EUR177.3 million of
Export Credit Agency (ECA) deferral loans, EUR62.3 million of KfW
Development Bank loans, and EUR96.5 million of term loan B that
after the prepayment was converted into a EUR260.7 million fully
drawn revolving credit facility. The EUR50 million increase
partially repaid existing senior unsecured notes due 2026, which
now totals EUR473.5 million. Pro forma the transaction, the closing
cash balance stood at EUR45.4 million.

S&P Global Ratings-adjusted metrics remain largely unchanged, with
cash flow improving marginally due to lower interest rates.
Better-than-anticipated pricing will lead to modest improvements in
interest expense from 2025 by about EUR1 million. S&P still expects
S&P Global Ratings-adjusted leverage of 5.8x in 2024 and 4.0x in
2025 and funds from operations (FFO) to debt of 14.0% in 2024 and
21.6% in 2025 on capacity expansion and improved occupancy levels.

The recovery ratings on the senior unsecured notes is '5'. The
additional proceeds have been used to partly repay existing senior
unsecured notes due 2026, keeping S&P's initial expectation on
unsecured debt unchanged.

S&P said, "The stable outlook reflects our expectation of continued
strong operational performance of the existing Mein Schiff fleet,
and further improvements for the Hapag Lloyd Cruises fleet, to
support cash flows such that FFO to debt remains above 15%, based
on favorable forward bookings and higher occupancy levels. We
assume the delivery of the two new vessels in June and
fourth-quarter 2024. However, we expect leverage will increase
temporarily to 5.8x in 2024 before decreasing toward 4.0x in 2025
on the new ships' full-year earnings contribution."

S&P could lower the rating if:

-- S&P Global Ratings-adjusted debt to EBITDA does not improve
below 5.0x;

-- S&P Global Ratings-adjusted FFO to debt remains below 15%; or
TUI Cruises' liquidity weakens.

This could follow weaker earnings due to less meaningful
improvements in ship usage, higher-than-anticipated cost inflation,
difficulties in marketing new vessels, or unexpected external
factors such as environmental- or tax-regulation changes. It could
also stem from a more aggressive financial policy or inability to
address the extension of committed facilities in a timely manner.

S&P could raise the rating if TUI Cruises sustainably achieves the
following metrics, incorporating ship deliveries:

-- S&P Global Ratings-adjusted debt to EBITDA sustainably below
4.0x; and

-- S&P Global Ratings-adjusted FFO to debt above 20%.

S&P said, "Based on the company's ship order schedule and the
assumptions for our forecasts, we believe TUI Cruises would need to
build a cushion relative to our upgrade threshold so that it could
absorb ship deliveries and modest operating underperformance. We
would also expect to see that maintaining S&P Global
Ratings-adjusted metrics is aligned with the company's financial
policy.

"Environmental factors are a negative consideration in our credit
rating analysis of TUI Cruises because of the company's heavy
reliance on fuel, which creates greenhouse gas emissions, and its
exposure to waste and pollution risks and more stringent
environmental regulations. These risks could lead to an increase in
its required investment spending or fines if not properly managed.
The need to equip existing vessels with the capacity to use less
carbon dioxide-emitting fuel could increase investment needs and
dry dock days. We also expect the company to incur costs from the
EU Emission Trading System program that took effect in January 2024
for shipping companies, although this expense will be limited in
the next few months."

Social factors are a negative consideration. Although TUI Cruises'
cash flow has recovered from the pandemic, health and safety
factors remain a negative factor in our credit rating analysis.
This reflects the leverage overhang from incremental debt issued
during the pandemic to finance a long period of significant cash
use during the industry's suspension and recovery. TUI Cruises also
faces health and safety risks, such as accidents that could impair
earnings and brand perception. It further factors in potential
public opposition to cruises, with recent restrictions implemented
in Barcelona's port, as well as risks from a change in the tonnage
tax regime that currently leads to a relatively low tax burden.

Governance is a neutral consideration. TUI Cruises is 50% owned by
TUI AG and 50% by Royal Caribbean with neither consolidating the
entity. S&P considers that decisions can only be taken based on a
majority vote, showing that neither entity has control over TUI
Cruises' cash flows and profits without the other's consent. Before
the pandemic, TUI Cruises paid meaningful dividends to its
shareholders and S&P expects this financial policy to be reinstated
once the group has onboarded its two new vessels in 2024,
constraining deleveraging.




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

PUBLIC POWER: S&P Affirms 'BB-' ICR on Strategic Plan
-----------------------------------------------------
S&P Global Ratings affirmed its 'BB-' ratings on Public Power Corp.
S.A. (PPC) and its senior unsecured notes.

The stable outlook indicates that S&P expects PPC will continue to
deliver on its strategic plan, with solid liquidity, improved
margins, and high investments resulting in FFO to debt of about 14%
and debt to EBITDA close to 5x over 2024-2026.

PPC's new 2024-2026 strategic plan implies our adjusted EBITDA
figure could reach about EUR2.0 billion by 2026 from EUR1.2 billion
in 2023, due to the full-year consolidation of the Romanian
activities from 2024 (about EUR350 million-EUR400 million EBITDA),
accelerated expansion of renewables, and progress on phasing out
the unprofitable lignite business.

High investments will keep the group from deleveraging, with FFO to
debt staying at 14.5% over 2024-2026.

Under its updated 2024-2026 strategic plan, PPC has proposed
slightly higher capital expenditure (capex) of about EUR9 billion,
up from EUR6 billion in the 2022-2024 strategic plan, including a
peak in 2024 of about EUR3.4 billion. About half of the capex (62%
to be made in Greece and 38% mostly in Romania and Bulgaria) is
dedicated to renewables, one-third to networks, and about 12% to
flexible generation. S&P said, "We view the capex plan as
supporting an improvement in PPC's business risk profile, though
preventing deleveraging. With neutral working capital and about
EUR1 billion of cumulative dividends, we expect negative
discretionary cash flows of EUR4.3 billion on aggregate over
2024-2026, leading to adjusted debt of about EUR10.1 billion after
EUR6.1 billion in 2023." This results in FFO to debt staying at
about 14.5% on 2024-2026, stable compared to 14.6% in 2023, and
debt to EBITDA remaining close to 5x.

S&P said, "We regard PPC's dividend distribution and share
repurchase program as flexible but with a relatively aggressive
financial policy. We assess the company's dividend policy as quite
generous, given its sizable investment plan. The share buyback
program was executed during a year of material debt-funded
acquisitions, and annual total shareholder remuneration is expected
to reach EUR200 million-EUR300 million (including dividends to
minority shareholders) in 2024-2026 after no dividend payouts for
years. PPC has set a reported net debt-to-EBITDA ratio target of
3.5x (equivalent to S&P Global Ratings-adjusted debt to EBITDA of
about 6.5x). We understand dividends could be adjusted to preserve
this leverage ratio, especially since share repurchases are
optional. However, following its sizable acquisition of Enel
Romania in 2023, PPC additionally made a smaller EUR200 million
acquisition of retailer Kotsovolos (including debt and leases). It
has also developed non-core activities such as telecommunications
and insurance. Consequently, we will continue to monitor
acquisition risk and potential distraction from the core
electricity businesses in Greece and Romania."

The successful integration of Romanian distribution and supply
assets (acquired in 2023) improves the group's scale and
diversification. In the fourth quarter of 2023, PPC finalized the
EUR1.5 billion acquisition of stakes in assets in Romania held by
Enel and minority shareholder Fondul, bringing 31% growth or EUR350
million-EUR400 million of pro forma full-year reported EBITDA. The
acquired EBITDA is split into energy supply (about 20% of the
Romania-based business' EBITDA), renewable electricity generation
(40%), and power distribution networks (40%). This is on top of
activities in Greece that generate about EUR1.2 billion of EBITDA.
In addition, S&P sees PPC's diversification into a different market
with significant growth potential as positive for the company's
business risk profile. One-third of PPC's new capex plan is focused
outside Greece, mostly in Romania.

The exposure to Romania brings growth opportunities in renewable
generation, with an installed asset base of about 600 megawatts
(MW) and a potential pipeline of about 5 gigawatts (GW); while the
acquired supply and distribution network assets are well aligned
with PPC's core businesses in Greece.

The supply customer base in Romania reinforces PPC's integrated
position in the energy market. It brings exposure to different
energy production and consumption patterns, a highly fragmented
household retail portfolio, and exposure to various regulatory
jurisdictions, which can reduce business risk and potentially
improve the group's energy management activities.

S&P said, "Network activities bring contained risk, since we assess
the regulatory framework in Romania to be similar to that in
Greece, where we consider the regulatory advantage to be adequate.
This is thanks to sufficient and timely recovery of most costs and
expected material improvements within the five-year regulatory
period that starts in 2025.

"We have changed our leverage thresholds for our 'b+' SACP
assessment to 12%-16% from 15%-19%. We reflect PPC's increased
scale and diversification by revising downward our ratio thresholds
for the 'b+' SACP. This revision also takes into account the
reduced minority stakes in Fondul after PPC acquired them in
fourth-quarter 2023, as well as an adjustment for a put option held
by the Macquarie consortium on its 49% stake in HEDNO (which PPC
fully consolidates). This leads us to include the related financial
liability of about EUR1.2 billion at year-end 2023 as debt to
reflect the minority risk at HEDNO.

"The lignite phase-out in Greece will translate into higher
profitability. We forecast PPC's S&P Global Ratings-adjusted EBITDA
to increase to about EUR2.0 billion by 2026 from EUR1.2 billion in
2023, with its EBITDA margin improving to 19% from 15%, reflecting
the expected "greening" of its generation fleet. We expect PPC will
continue to deliver on its strategic plan, with the full phaseout
of lignite-based generation by 2026 including conversion of the
660-MW Ptolemaida 5 plant commissioned in February 2023. The
phaseout should materially improve thermal generation profits, with
a less carbon-dioxide-emissions-intensive fleet that will focus
mainly on gas (2.7 GW) and some oil-based generation (1.8 GW linked
to the Greek islands). We expect the new Ptolemaida 5 plant to be
converted into gas-fired generation, but the timing is highly
uncertain. Until then, high utilization of this plant would
continue to hamper PPC's profitability. The cost of lignite for the
plant is EUR30 per megawatt hour (/MWh) versus EUR45 per MWh for
older lignite plants. This is because it emits one ton of carbon
dioxide per MWh versus 1.4 tons for the oldest plants, still
materially higher than the average of 350 kilograms/MWh for recent
CCGTs.

"We expect PPC's EBITDA growth to be supported by an acceleration
of renewables. We expect PPC will speed up the expansion of
renewable power generation, compensating for most of the
decommissioning of lignite assets. The installed renewable
generation capacity is expected to total 8.9 GW (pro rata including
3.4 GW of hydro assets) by 2026, up from 4.5 GW as of year-end 2023
(including 3.2GW of hydro assets). The group is supplementing its
historically hydropower-focused fleet by increasing its other
renewables assets to about 5.5 GW by 2026 (including solar and
wind) from 1.4 GW at year-end 2023. We view execution risk of
ramping up installed renewables capacity, related to PPC's lack of
a track record and in-house skills in renewables development, as
partly mitigated by the well-advanced pipeline of 1.8 GW under
construction and 1.0 GW of ready-to-build capacity, which together
represent 70% of residual capacity to achieve the 2026 target.
EBITDA growth will be further supported by the solid performance of
the supply businesses, slightly increasing EBITDA from power
distribution, and regulated asset base growth of 18% over
2024-2026."

Outlook

The stable outlook reflects S&P's view that PPC will gradually
progress on its strategic plan over the next two years and maintain
FFO to debt of 14.0%-15.0% with no liquidity pressure.

Downside scenario

A negative rating action could stem from one or more of the
following factors:

-- A material deterioration of credit metrics, with FFO to debt
below 12%. This could result from weakening of the retail segment's
operating performance, with difficulties in improving payment
collection and related working capital outflows; a slower
transformation of the generation mix, with delays in closing the
lignite plants and increasing renewables; or more aggressive
shareholder remuneration.

-- Reduced willingness and ability of the Greek government to
support PPC, for example if it sold part of its 34.1% share in the
company.

-- A one-notch downgrade of Greece to 'BB+' would not
automatically trigger a downgrade of the issuer credit rating on
PPC. S&P could lower the issue ratings by one notch if it perceives
higher subordination risk due to funding of capex at the subsidiary
level. S&P understands the company will rebalance financing at the
parent company, while keeping the majority of debt at PPC SA.

Upside scenario

S&P could raise the long-term rating by one notch to 'BB' if it
revised its assessment of PPC's SACP upward by one notch to 'bb-',
other factors remaining equal. This would depend on:

-- Continuous solid performance across business lines;

-- Stronger-than-expected credit metrics, such as FFO to debt
higher than 16%;

-- Delivery of the transformation plan without operating issues;
and

-- Demonstrated improvement of the business model, with an
improved competitive position in its merchant business.

All else being equal, a one-notch upgrade of Greece
(BBB-/Positive/A-3) would not trigger a direct change in the
ratings on PPC.

Environmental factors are a negative consideration in S&P's credit
rating analysis of PPC. The company is still more exposed than
peers to environmental risk, even as it implements a strategic plan
that includes a gradual shift toward a lower
carbon-dioxide-emitting fleet. Lignite-based generation represented
24% of the energy production mix on Dec. 31, 2023, while natural
gas- and oil-based production represented 31% and 18%,
respectively. PPC has closed 1.8 GW (net capacity) of its 3.4 GW
lignite generation fleet, and plans to phase out the remaining 1.6
GW by 2026. The new lignite plant, Ptolemaida 5, will be phased out
by 2028, as per Greek National Energy and Climate Plan.

Governance factors are a moderately negative consideration, given
that PPC's management team is building a track record of
efficiently derisking the company's activities, notably on exposure
to volatile commodity prices, the management of receivables, and
achievement of key targets in its new energy plan. The successful
phaseout of coal and renewable ramp-up targets could lead to a
stronger governance assessment.




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

NITROGENMUVEK ZRT: S&P Lowers LT ICR to 'CCC', Outlook Negative
---------------------------------------------------------------
S&P Global Ratings lowered to 'CCC' from 'CCC+' its long-term
issuer credit rating on Hungary-based nitrogen fertilizer producer
Nitrogenmuvek Zrt. and its issue rating on its senior unsecured
notes.

S&P has removed all ratings from CreditWatch negative, where it
placed them on Dec. 1, 2023, and assigned a negative outlook to the
long-term issuer credit rating on Nitrogenmuvek.

The negative outlook indicates that Nitrogenmuvek faces mounting
refinancing risks; in S&P's view, the likelihood of a debt
restructuring is rising and it could lower S&P's ratings further if
the company makes no progress on its refinancing plans.

Nitrogenmuvek has yet to refinance its EUR200 million senior
unsecured notes, due May 14, 2025. Given the approaching maturity
date, tight financing conditions, and difficult operating
environment, S&P Global Ratings sees an increased risk of a debt
restructuring or default within the next 12 months.

S&P said, "We downgraded Nitrogenmuvek because of the heightened
refinancing risk associated with its senior unsecured notes that
mature within a year. The company's EUR200 million senior unsecured
notes represent most of Nitrogenmuvek's outstanding debt. We
understand that management is still considering options for
refinancing the notes in the coming months. Therefore, we assume
that the new capital structure will not be finalized until later in
the year."

The options for refinancing the notes could be constrained by the
difficult economy. The options could also be affected by
uncertainty regarding the progress of Nitrogenmuvek's litigation
against Hungary's emission trading system (ETS) decree and the
related CO2 quota tax. As the window for refinancing the notes
before they mature gets narrower over the next 12 months,
Nitrogenmuvek's cushion against potential underperformance will
shrink. Consequently, the longer the delay, the greater the
likelihood that Nitrogenmuvek's creditors will be forced to accept
a restructuring proposal that S&P would classify as a distressed
exchange. S&P considers exchanges to be distressed if it believes
that noteholders will receive less than they were promised under
the original terms. So far, the company has remained current on its
obligations, which include EUR7 million in interest payable on the
EUR200 million senior unsecured notes twice a year (on May 14 and
Nov. 14), and the principal and interest repayments due on loans
due in 2024 and beyond.

S&P said, "In our view, it is highly uncertain whether
Nitrogenmuvek will succeed in its litigation regarding the ETS
decree. The decree came into force in October 2023 and introduces a
tax on free allowances for carbon dioxide (CO2) emissions. The tax
cost Nitrogenmuvek Hungarian forint (HUF) 9.8 billion in 2023, and
severely depressed the company's operating performance. As a
result, EBITDA was negative by about HUF7.5 billion (equivalent to
EUR19 million), and the company reported a loss of HUF22.6 billion
(EUR58 million). Nitrogenmuvek has issued legal challenges against
the ETS decree in both the national and European courts, and filed
an application for immediate legal protection at the Veszprém
General Court on April 5, 2024. Since then, we have seen no
significant updates regarding the company's ongoing litigation.

"Nitrogenmuvek remains confident that it will reduce the amount
payable under the CO2 quota tax, but we see the outcome as highly
uncertain. In our experience, the legal process is also likely to
take at least two years to conclude. Our base case therefore
factors in that the tax will continue to depress operating
performance; we expect the associated cash outflow to be about
HUF17.4 billion in 2024. If the company is unsuccessful in its
litigation, we anticipate that its competitive position would be
structurally weaker than that of competitors."

Although demand for nitrogen fertilizers started to normalize
during the first quarter of 2024, market conditions are still
volatile. Production at Nitrogenmuvek's factories resumed on Feb.
1, 2024, and has been continuous since then. The recovery in demand
enabled the company to sell a large proportion of its accumulated
inventory during the first quarter. As a result, its cash balance
improved to about HUF32 billion (EUR90 million equivalent) on March
31, 2024, from about HUF20 billion (EUR52 million equivalent) on
Dec. 31, 2023. Normalizing demand for nitrogen fertilizers,
especially in the domestic market, should more than offset lower
prices in 2024. S&P said, "Therefore, we predict revenue growth of
15%-20% for the full year in our base case. That said, our forecast
is subject to a high degree of volatility." Nitrogenmuvek's
operating performance is highly sensitive to a number of factors
that are subject to fluctuations, several of which are beyond its
control. These include selling prices, realized sales volumes, the
phasing related to planting seasons and associated demand
evolution, and natural gas prices. Any of these factors could
result in Nitrogenmuvek reporting highly volatile earnings,
especially in the current context of continued geopolitical risks.

S&P said, "The negative outlook indicates that we could lower the
ratings further if Nitrogenmuvek makes no progress on its
refinancing plans, increasing the likelihood of a debt
restructuring.

"We could lower our rating further in the next 12 months if we saw
a heightened likelihood of a debt restructuring or default. This
could occur because of a failure to reach agreement with banks on a
refinancing plan, or attract an additional source of funding."

Specifically, S&P could lower its ratings on Nitrogenmuvek:

-- To 'CCC-' if default, or a distressed exchange, appears to be
inevitable within six months;

-- To 'CC' if the company announces its intention to undertake a
restructuring that we consider distressed; or

-- To 'D' (default) if it completes a debt restructuring that we
consider distressed.

S&P said, "We would raise our ratings if Nitrogenmuvek successfully
refinances its near-term debt maturities in a manner that we view
as consistent with the debt's original terms. An upgrade would also
depend on the company improving its liquidity position enough such
that we expect sources to cover uses over the next 12 months.

"We view environmental factors as a negative consideration in our
rating analysis for Nitrogenmuvek. Producers of nitrogen-based
fertilizers have higher environmental exposure than the broader
chemical industry, and face tightening regulations related to
greenhouse gas emissions, as well as increasing carbon costs.
Hungary's ETS decree, which came into force in October 2023,
heightens this risk because it will add EUR45-EUR50 per ton of CO2
emission to the company's costs and this will be very difficult to
pass on to customers. As a result, we expect the tax to materially
reduce the company's competitiveness, earnings, and cash flow;
potentially, it could cause Nitrogenmuvek's long-term economic
viability to deteriorate.

"We understand the company is committed to complying with European
environmental regulations and plans to start a feasibility study on
"green" ammonia production in Hungary, with the European Bank for
Reconstruction and Development. However, the additional burden of
the carbon tax will limit the funds Nitrogenmuvek has available for
future investments in decarbonization. In addition, we think the
company lags larger industry peers in setting up sustainability
initiatives.

"Governance factors have an overall neutral influence. The company
is owned by the Bige family, which we do not view as a rating
constraint given its record of effective governance and
prioritizing investment in business development over shareholder
distributions."




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

AQUEDUCT EUROPEAN 1-2017: S&P Raises E Notes Rating to 'BB+(sf)'
----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Aqueduct European
CLO 1-2017 DAC's class B-R notes to 'AAA (sf)' from 'AA+ (sf)',
class C-R notes to 'AA+ (sf)' from 'A+ (sf)', class D-R notes to
'A+ (sf)' from 'BBB+ (sf)', and class E notes to 'BB+ (sf)' from
'BB (sf)'. S&P affirmed its 'AAA (sf)' rating on the class A-R
notes and 'B- (sf)' rating on the class F notes.

Aqueduct European CLO 1-2017 is a cash flow CLO transaction
securitizing leverage loans and is managed by HPS Investment
Partners CLO (UK) LLP.

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

The rating actions follow the application of S&P's relevant
criteria and its credit and cash flow analysis of the transaction
based on the April 2024 trustee report.

Since S&P reviewed the transaction in 2023:

-- The pool's credit quality has marginally deteriorated, but the
portfolio's weighted-average rating is unchanged at 'B'.

-- The portfolio has become less diversified, in comparison with
S&P's previous review, due to amortization (the number of
performing obligors has decreased to 109 from 160).

-- The portfolio's weighted-average life has decreased to 3.06
years from 3.60 years.

-- The percentage of 'CCC' rated assets has increased to 7.07%
from 5.32%.

-- Despite a more concentrated portfolio, the portfolio's scenario
default rates (SDRs) have decreased for all rating scenarios,
mainly due to its lower weighted-average life.

  Table 1

  Transaction key metrics

                               AS OF MAY 2024       PREVIOUS  
                              (BASED ON APRIL       REVIEW
                              2024 TRUSTEE REPORT)

  SPWARF                              2885.35        2838.73

  Default rate dispersion              685.77         652.52

  Weighted-average life (years)          3.06           3.60

  Obligor diversity measure             85.73         125.12

  Industry diversity measure            24.24          25.12

  Regional diversity measure             1.32           1.34

  Total collateral amount (mil. EUR)*  257.13         373.89

  Defaulted assets (mil. EUR)               0              0

  Number of performing obligors           109            160

  Portfolio weighted-average rating         B              B

  'AAA' SDR (%)                         56.56          56.79

  'AAA' WARR (%)                        35.68          36.73

*Performing assets plus cash and expected recoveries on defaulted
assets.
SPWARF--S&P Global Ratings' weighted-average rating factor.
SDR--scenario default rate.
WARR--Weighted-average recovery rate.


On the cash flow side:

-- The reinvestment period ended in June 2021. The class A-R notes
deleveraged by EUR136.46 million since then.

-- No class of notes defers interest.

-- All coverage tests are passing as of the April 2024 trustee
report.

  Table 2

  Credit analysis results

                          CREDIT
                          ENHANCEMENT         CREDIT
             CURRENT      AS OF MAY 2024 (%)  ENHANCEMENT
             AMOUNT       BASED ON APRIL      AT PREVIOUS
  CLASS    (MIL. EUR)     TRUSTEE REPORT)     REVIEW (%)

  A-R       97.537            62.07            43.84           

  B-R       54.000            41.07            29.40

  C-R       27.000            30.57            22.17

  D-R       20.000            22.79            16.83

  E         24.000            13.45            10.41

  F         11.300             9.06             7.38

  Sub       40.700             N/A              N/A

Credit enhancement = [Performing balance + cash balance + recovery
on defaulted obligations (if any) – tranche balance (including
tranche balance of all senior tranches)]/ [Performing balance +
cash balance + recovery on defaulted obligations (if any)].
N/A--Not applicable.


In S&P's view, the portfolio is diversified across obligors,
industries, and asset characteristics.

S&P said, "Based on the improved SDRs and higher available credit
enhancement, we raised our ratings on the class B-R, C-R, D-R, and
E notes as the available credit enhancement is now commensurate
with higher stress levels. At the same time, we affirmed our
ratings on the class A-R and F notes.

"Our cash flow analysis indicated higher ratings than those
currently assigned for the class D-R, E, and F notes. However, we
considered that the manager has and may still reinvest unscheduled
redemption proceeds and sale proceeds from credit-impaired and
credit-improved assets. Such reinvestments rather than repayment of
the liabilities may prolong the note repayment profile for the most
senior class of notes. We also considered the considerable portion
of senior notes outstanding and current macroeconomic conditions.

"In our view, the portfolio is granular, and well-diversified
across obligors, industries, and asset characteristics compared to
other CLO transactions we recently rated. Hence, we have not
performed any additional scenario analysis.

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

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


BARINGS EURO 2014-2: Fitch Affirms 'Bsf' Rating on Class F-R Notes
------------------------------------------------------------------
Fitch Ratings has upgraded Barings Euro CLO 2014-2 class C-R and
D-R notes and affirmed the rest. Fitch has also revised class E-R
Outlook to Negative while maintaining the class F-R notes on
Negative Outlook. The rest are on Stable Outlook.

   Entity/Debt              Rating             Prior
   -----------              ------             -----
Barings Euro
CLO 2014-2 DAC

   A-1-R XS1613068789   LT   AAAsf   Affirmed   AAAsf
   A-2-R XS1613069241   LT   AAAsf   Affirmed   AAAsf
   B-1-R XS1613069670   LT   AAAsf   Affirmed   AAAsf
   B-2-R XS1613071221   LT   AAAsf   Affirmed   AAAsf
   C-R XS1613070926     LT   AAAsf   Upgrade    AA+sf
   D-R XS1613072112     LT   AA-sf   Upgrade    A+sf
   E-R XS1613072971     LT   BB+sf   Affirmed   BB+sf
   F-R XS1613073862     LT   Bsf     Affirmed   Bsf

TRANSACTION SUMMARY

Barings Euro CLO 2014-2 DAC is a cash flow-collateralised loan
obligation (CLO). The underlying portfolio of assets mainly
consists of leveraged loans and is managed by Barings (U.K.)
Limited. The deal exited its reinvestment period in May 2021.

KEY RATING DRIVERS

Deleveraging Boosts Credit Enhancement (CE): Since Fitch's last
review in July 2023, the class A-1-R notes and A-2-R notes have
been paid down by around EUR79 million. This has increased CE for
the senior class A-R and B-R notes by 25.2% and 17.5%,
respectively, and the mezzanine class C-R and D-R by 12.8% and
9.1%, respectively. The junior class E-R and F-R notes CE has
increased by 4.1%and 1.9% respectively. The senior and mezzanine
notes are highly unlikely to be affected by any near-term defaults
due to the sizeable build-up of CE, as reflected in their Stable
Outlooks.

Refinancing Risk: The Negative Outlooks of the class E-R and F-R
notes reflect their vulnerability to near- and medium-term
refinancing risk, with around 5% of the portfolio maturing by
end-2025 and 16% within 1H26. The portfolio has approximately
EUR3.2 million of defaulted assets and exposure to assets with a
Fitch-derived rating of 'CCC+' and below is stable at 10% since
last review, albeit above its limit of 7.5%.

Transaction Failing Reinvestment Criteria: The transaction is
failing the post-reinvestment period reinvestment criteria after it
exited the reinvestment period. For any reinvestment to occur, the
weighted average life (WAL) test must be satisfied, among others,
immediately after such reinvestment, which is deemed unlikely given
the gap between the current WAL (3.1 years) and the related
covenant (1.6).

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors at 'B'/'B-'. The Fitch-calculated weighted average
rating factor (WARF) of the current portfolio is 26.2 and of the
Fitch-stressed portfolio (by notching down by one level the ratings
of entities with Negative Outlook) is 28.0.

High Recovery Expectations: Senior secured obligations comprise
94.6% of the portfolio. 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 current portfolio as reported by the trustee was
59.9%.

Increased Portfolio Concentrations: The top-10 obligor
concentration as calculated by Fitch is 34%, up from 26.6% since
Fitch's last review. The largest obligor accounted for 4.0% of the
portfolio balance as reported by the trustee, which also is above
its limit of 3%.

Deviation from Model-Implied-Ratings: The class D-R and E-R notes'
respective 'AA-sf' and 'BB+sf' ratings are a deviation from their
model-implied-ratings (MIR) of 'AA+sf' and 'BBB-sf'. The deviation
reflects limited default-rate cushion under the Fitch-stressed
portfolio at their MIRs and, for the class D-R notes, also at one
notch below their MIR.

RATING SENSITIVITIES

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

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

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

Upgrades may result from stable portfolio credit quality and
deleveraging, leading to higher CE 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

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

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
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 Barings Euro CLO
2014-2 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.


EURO-GALAXY VI CLO: Fitch Hikes Rating on Class F Notes to 'BB-sf'
------------------------------------------------------------------
Fitch Ratings has upgraded Euro-Galaxy VI CLO DAC's class B-1, B-2,
C, D and F notes and affirmed the others. Fitch has also removed
the class C notes from Rating Watch Positive. The Outlooks are
Stable.

   Entity/Debt               Rating           Prior
   -----------               ------           -----
Euro-Galaxy VI CLO DAC

   A XS1766834730        LT  AAAsf  Affirmed   AAAsf
   B-1 XS1766835380      LT  AAAsf  Upgrade    AA+sf
   B-2 XS1766836271      LT  AAAsf  Upgrade    AA+sf
   C XS1766836784        LT  AA+sf  Upgrade    A+sf
   D XS1766837329        LT  Asf    Upgrade    A-sf
   E XS1766837758        LT  BB+sf  Affirmed   BB+sf
   F XS1766838210        LT  BB-sf  Upgrade    B+sf

TRANSACTION SUMMARY

Euro-Galaxy VI CLO DAC is a cash flow CLO comprising mostly senior
secured obligations. The transaction is actively managed by
PineBridge Investments Europe Limited and exited its reinvestment
period in October 2022.

KEY RATING DRIVERS

Amortisation Increases Credit Enhancement: Since Fitch's last
rating action in September 2023, the transaction has deleveraged by
EUR45.3 million and the credit enhancement has increased across the
notes. As of the latest trustee report dated 28 March 2024, there
was EUR26 million cash in the principal account, which Fitch
expects will be used to further pay down the class A notes. The
upgrade of the class B-1, B-2, C, D and F notes reflects the stable
performance and the increase in their respective credit enhancement
since the last review in September 2023.

The portfolio's performance has been stable. The transaction is
slightly above target par (by 0.02%) versus below par by 0.24% in
the previous review. The portfolio has approximately EUR1.6million
of defaulted assets while exposure to assets with a Fitch-derived
rating of 'CCC+' and below is 8.04%, versus a limit of 7.5%.
However, losses are below the expected case.

Manageable Refinancing Risk: The transaction has manageable
exposure to near- and medium-term refinancing risk, with 1.05% of
the assets in the portfolio maturing by 2024 and 6.08% in 2025, as
calculated by Fitch.

High Recovery Expectations: Senior secured obligations comprise
98.11% of the portfolio. 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 current portfolio is 62.0% (based on the most
recent criteria).

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch on 18 May 2024, is 15.4%, and
no obligor represents more than 1.85% of the portfolio balance.
Exposure to the three largest Fitch-defined industries is 25.83% as
calculated by the trustee. Fixed-rate assets are reported by the
trustee at 5.05% of the portfolio balance, versus a limit of 5%.

Transaction Outside Reinvestment Period: The manager can reinvest
unscheduled principal proceeds and sale proceeds from credit
improved/impaired obligations after the reinvestment period,
subject to compliance with the reinvestment criteria. However, the
manager is currently restricted as the transaction is failing the
'CCC' test, the weighted average life (WAL) test, the Fitch
weighted average rating factor test and the maximum fixed-rate
asset limit test. The manager has not been actively reinvesting
since September 2022 and the transaction has become static.

Given the manager has not been reinvesting and is currently
restricted by the failure of some of the portfolio profile tests
and collateral quality tests, Fitch's analysis is based on the
current portfolio to test for downgrades and the current portfolio
notching down any obligor with an IDR on Negative Outlook by one
notch (with a 'CCC-' floor) and flooring the portfolio's WAL at
four years when testing for upgrades.

Cash Flow Analysis: Fitch used a customised proprietary cash flow
model to replicate the principal and interest waterfalls and the
various structural features of the transaction, and to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par-value and interest-coverage
tests.

Deviation from MIR: The class D and E notes are one notch below
their model-implied ratings (MIR) and the class F notes two notches
below the MIR. The deviations reflect the sensitivity of the class
E to F notes' MIRs to negative portfolio migration and additional
defaults as a result of an elevated interest rate level and
refinancing risk.

In this sensitivity analysis, Fitch assumed its top Market Concern
Loans (MCLs) and tier 2 MCLs defaulted, with the standard criteria
recovery assumptions. Fitch also downgraded tier 3 MCLs and issuers
with maturities before June 2026 by two notches with a 'CCC-' floor
and any obligors on Negative Outlook by one notch with a 'CCC-'
floor.

RATING SENSITIVITIES

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

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

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

Upgrades may result from stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.

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

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

DATA ADEQUACY

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

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

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

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for Euro-Galaxy 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.


SEGOVIA EUROPEAN 5-2018: Fitch Affirms 'B+sf' Rating on Cl. F Notes
-------------------------------------------------------------------
Fitch Ratings has upgraded Segovia European CLO 5-2018 DAC's class
B-1, B-2, C and D notes, and affirmed the others. Fitch has also
removed the class C notes from Rating Watch Positive and revised
the Outlook on the class F notes to Negative from Stable.

   Entity/Debt             Rating             Prior
   -----------             ------             -----
Segovia European
CLO 5-2018 DAC

   A-1 XS1840846437   LT   AAAsf   Affirmed   AAAsf
   A-2 XS1840846783   LT   AAAsf   Affirmed   AAAsf
   B-1 XS1840846940   LT   AAAsf   Upgrade    AA+sf
   B-2 XS1840847161   LT   AAAsf   Upgrade    AA+sf
   C XS1840847328     LT   AA+sf   Upgrade    A+sf
   D XS1840847674     LT   A-sf    Upgrade    BBB+sf
   E XS1840848565     LT   BB+sf   Affirmed   BB+sf
   F XS1840847914     LT   B+sf    Affirmed   B+sf

TRANSACTION SUMMARY

Segovia European CLO 5-2018 DAC is a cash flow CLO comprising
mostly senior secured obligations. The transaction is managed by
Segovia Loan Advisors (UK) LLP and exited its reinvestment period
in August 2022.

KEY RATING DRIVERS

Stable Asset Performance; Amortising Transaction: The class A-1
notes have paid down by 42% since the transaction closed in August
2018. The upgrades of the class B-1, B-2, C and D notes reflect the
collateral portfolio stable performance and the transaction
deleveraging. The transaction is currently 2.9% below par and
exposure to assets with a Fitch-derived rating of 'CCC+' and below
is 3.8%, according to the May trustee report. The revision of the
Outlook on the class F notes to Negative reflects limited
default-rate cushions in the current portfolio.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors at 'B'/'B-'. The weighted
average rating factor, as calculated by Fitch under its latest
criteria, is 25.8.

High Recovery Expectations: Senior secured obligations comprise
99.2% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The weighted average recovery rate, as calculated
by Fitch, is 62.0%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. No obligor represents more than
2.2% of the portfolio balance. Exposure to the three-largest
Fitch-defined industries is 33.7% as calculated by Fitch.

Deviation from MIR: The class D notes' rating is one notch below
their model-implied rating (MIR). The deviation reflects limited
default-rate cushions at the MIR under the Fitch-stressed
portfolio, for which assets on Negative Outlook have had their
ratings reduced by one notch, and the portfolio weighted average
life (WAL) has been extended to four years to account for
increasing loan refinancing risk.

Cash Flow Modelling: The transaction exited its reinvestment period
in August 2022, and is currently failing the WAL test. As a result,
the manager can no longer reinvest principal proceeds in substitute
collateral obligations.

RATING SENSITIVITIES

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

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

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

Upgrades may result from stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.

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

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

DATA ADEQUACY

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

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

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

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for Segovia European
CLO 5-2018 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.




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

AUTO ABS ITALIAN 2024-1: Fitch Gives BB+(EXP) Rating on E Notes
---------------------------------------------------------------
Fitch Ratings has assigned Auto ABS Italian Stella Loans S.r.l -
Series 2024-1 notes expected ratings, as detailed below. The
assignment of final ratings is contingent on the receipt of final
documents conforming to information reviewed.

   Entity/Debt            Rating           
   -----------            ------           
Auto ABS Italian
Stella Loans S.r.l.
(Series 2024-1)

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

TRANSACTION SUMMARY

Auto ABS Italian Stella Loans S.r.l. - Series 2024-1 is a six-month
revolving period securitisation of Italian auto loans (balloon or
standard amortisation) originated by Stellantis Financial Services
Italia (SFS), a captive lender resulting from a joint venture
between Stellantis N.V. (BBB+/Stable/F2) and Santander Consumer
Bank.

KEY RATING DRIVERS

Low Expected Defaults: Fitch has observed lower historical default
rates than for other captive auto loan lenders operating in Italy.
Asset assumptions were derived for different products separately,
reflecting different performance expectations and product features.
Fitch has assumed a weighted average (WA) base-case lifetime
default and recovery rate of 1.8% and 45.7%, respectively, for the
provisional portfolio.

Material Balloon Risk: The provisional portfolio consists of
balloon loans for about 52% of the pool balance, while the
remainder comprises amortising auto loans. Balloon loan borrowers
may face a payment shock at maturity if they cannot refinance the
balloon amount, return the car to the dealer or sell it. Fitch has
considered this additional default risk by applying a higher
default multiple for balloon loans. The WA default multiple of the
provisional portfolio is 5.6x at 'AA(EXP)sf'.

Strong Excess Spread: At the assigned ratings, the portfolio can
generate substantial excess spread as the assets earn materially
higher yields than the notes' interest and transaction senior
costs. The class E excess spread notes receive principal via
available excess spread in the revenue priority of payments. Fitch
caps excess spread notes' ratings, and therefore the class E notes
are capped at 'BB+(EXP)sf'. Fitch tested several stresses on WA
portfolio yield reduction and prepayments assumptions and found no
impact on the rating of the notes.

Replacement Servicer Fee Reserve: The transaction has an amortising
replacement servicer fee reserve (RSFR), funded by Santander
Consumer Finance, S.A. (SCF, A-/Stable/F2), subject to certain
triggers. The special-purpose vehicle (SPV) will rely on the
reserve to cover the fees charged by a replacement servicer. In
Fitch's view, the RSFR provides coverage of 'AA(EXP)sf' 0.9%
servicing fees for the lifetime of the transaction, independently
of any time the reserve needs to be fulfilled by SCF. Therefore
Fitch did not model servicing fees in its cash flow analysis.

'AAsf' Sovereign and Counterparty-related Cap: Italian structured
finance transactions are capped at six notches above Italy's Issuer
Default Rating (BBB/Stable/F2), which is the case for the class A
notes. The Stable Outlook on the rated notes reflects that of the
sovereign. In addition, the documented counterparty replacement
provisions are not compatible with rating categories higher than
'AAsf'.

RATING SENSITIVITIES

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

The class A notes' rating is sensitive to changes in Italy's
Long-Term IDR. A downgrade of Italy's IDR and revision of the
related rating cap for Italian structured finance transactions,
currently 'AAsf', could trigger a downgrade of the class A notes.

An unexpected increase in the frequency of defaults or decrease of
the recovery rates could produce larger losses than the base case.
For example, a simultaneous increase of the default base case by
25% and a decrease of the recovery base case by 25% would lead to
downgrades of up to two notches for the class B to E notes.

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

The rating of the notes is sensitive to a one-notch upgrade of
Italy's IDR, as the documented counterparty replacement provisions
are adequate for notes rated up to 'AA+sf'.

An unexpected decrease of the frequency of defaults or increase of
the recovery rates could produce smaller losses lower than the base
case. For example, a simultaneous decrease of the default base case
by 25% and an increase of the recovery base case by 25% would lead
to upgrades of up to three notches for the class B to D notes.

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

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

DATA ADEQUACY

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

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

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

ESG CONSIDERATIONS

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


ESSELUNGA SPA: S&P Affirms 'BB+' LT ICR & Alters Outlook to Stable
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Esselunga SpA's to stable
from negative and affirmed its 'BB+' long-term issuer credit and
issue ratings on the company and its debt instruments.

The stable outlook reflects S&P's view that Esselunga will benefit
from revenue growth of 2.0%-3.5%, our adjusted EBITDA margin of
above 7.0%, and average free operating cash-flow (FOCF) after
leases in excess of EUR100 million per year in 2024-2026, which
will drive adjusted leverage below 3.0x and FFO to debt toward
30%.

In 2023, Esselunga reported net sales of EUR9.15 billion and S&P
Global Ratings-adjusted EBITDA of EUR668 million, up by 6.1% and by
33.0%, respectively, from 2022. S&P's adjusted EBITDA is net of
about EUR31 million one-off costs relating to the VAT
investigation, but not of the EUR46 million relating to the past
2016-2022 VAT penalties. The improvement confirms the trend of
profitability recovery that started in the second half of 2022, and
which mostly came from a stronger gross margin, as the company
adapted its pricing to the inflationary environment. The increasing
prices did not visibly impact the market share in core regions. S&P
said, "We expect profitability will marginally increase in the next
years and will stabilize at 7.5%-8.0% in 2024-2026. The improvement
will mostly come from lower food inflation and energy costs and the
elimination of one-off costs relating to the investigation.
However, we expect the EBITDA margin will remain lower than the
average of 8.9% in 2017-2021, due to higher personnel costs,
marginally higher VAT, and the still uncertain macroeconomic
environment."

S&P said, "Our adjusted debt declined to EUR2.10 billion in 2023
from EUR2.38 billion in 2020, and we expect it to drop below
EUR2.00 billion by 2025. This is because Esselunga has been using
its positive FOCF generation to reimburse debt. On Oct. 25, 2023,
the company reimbursed its first EUR500 million bond tranche, using
a combination of cash on the balance sheet and drawings under its
EUR600 million of committed revolving credit facilities (RCFs). We
expect the group will progressively reimburse the RCF drawings in
the coming quarters, as it generates positive cash flow from
operations. In 2022, the company repurchased the residual 32.5% of
La Villata's share capital from UniCredit for EUR435 million, of
which EUR255 million was cash on the balance sheet and EUR180
million was through a senior unsecured amortizing bank loan issued
by La Villata, which the group is progressively reimbursing. While
the transaction did not affect our adjusted leverage metrics
because we regarded the preferred shares as akin to debt into our
calculations, it improved the group's future cash flow generation,
given its contractually-fixed and growing dividends. Lower adjusted
debt, combined with stronger cash-flow generation due to declining
interest charges, as well as EBITDA recovery, drove adjusted debt
to EBITDA down to 3.1x in 2023, from 4.1x in 2022.

On June 22, 2023, Esselunga was investigated in relation to some
allegedly fraudulent declarations for legally non-existent
transaction contracts related to the supply of labor in the
logistics sector, which the prosecutor considered fictitious and
aimed at reducing the group's VAT payables. Following the
investigation, in September 2023, the company agreed to pay the
disputed VAT covering the period 2016-2023, amounting to about
EUR50 million. The company also reported EUR27 million of other
one-off costs, relating to legal and advisory costs, as well as
provisions for additional potential claims (such that the potential
claims from unpaid social contributions to the National Institute
for Social Security, "INPS"). S&P said, "Our 2023 adjusted EBITDA
is net of these EUR27 million, plus the EUR4 million of disputed
VAT relating to 2023. On the other hand, we do not net the EUR46
million related to disputed VAT for 2016-2022, as it refers to
previous years. We understand Esselunga has launched various
initiatives and internal reviews to address the concerns raised by
the prosecutors. These include the strengthening of internal
controls and due diligence processes for the selection of
suppliers, the replacement and identification of new service
providers, as well as the internalization of some jobs in
logistics, processing, and production. We believe the payment of
alleged missed VAT, the additional provisions, and the remedy plan
reduce the uncertainties and potential event risks from the
investigation."

In 2023, despite the recovery in EBITDA, Esselunga's reported FOCF
after leases contracted to EUR33 million, down from EUR216 million
in 2022. S&P said, "Cash flow generation was impacted by the
one-off related to the VAT investigation (we net EUR31 million from
our reported FOCF calculation relating to the one-off costs and
provisions and missed VAT for 2023), and a EUR115 million negative
working capital absorption. This was a normalization after the
EUR213 million exceptional inflow of 2022, mostly driven by an
inflation-related increase in trade payables and a EUR60 million
increase in payables to customers for prepaid cards, driven by a
new law increasing the tax and contribution exemption threshold for
remuneration in kind to employees, which entered into force in
December 2022. On the back of moderate EBITDA growth, annual
working capital inflows of EUR20 million, and EUR430 million annual
capital expenditure (capex), we forecast Esselunga will generate
FOCF after leases in excess of EUR100 million in 2024, trending
toward EUR150 million in 2025-2026. We believe the structurally
positive cash flow generation also benefits from the group's direct
ownership of the great majority of its stores, although that also
explains a higher capex ratio in comparison with peers." As such,
Esselunga faces relatively limited rent payments compared with its
peers, providing it with good financial flexibility, as highlighted
by its EBITDAR coverage ratio (adjusted EBITDA divided by rents and
interest expenses) in excess of 5x.


TELECOM ITALIA: S&P Retains 'B+' LT ICR on CreditWatch Positive
---------------------------------------------------------------
S&P Global Ratings retains its 'B+' long-term issuer credit rating
on Telecom Italia SpA (TIM) and the remaining original unsecured
notes on CreditWatch with positive implications, where S&P placed
them on Nov. 9, 2023.

S&P said, "At the same time, we assigned our 'B+' issue rating and
'3' recovery rating to the new notes of an aggregate EUR5.5 billion
issued by TIM, Telecom Italia Finance, and Telecom Italia Capital.
We also placed the issue rating on CreditWatch with positive
implications. The '3' recovery rating indicates our expectation of
meaningful recovery (50%-70%; rounded estimate: 50%) in the event
of a payment default.

"The positive CreditWatch placement indicates the possibility that
we may raise our long-term issuer credit rating on TIM and the
issue rating on the remaining original notes by up to two notches
and the new notes by up to three notches, if TIM's sale of its
fixed network infrastructure assets closes in line with our
expectations, which management anticipates will occur in the summer
of 2024."

On May 17, 2024, TIM completed an exchange offer of about EUR5.5
billion in aggregate principal amount on its euro and US dollar
unsecured notes maturing beyond 2026.

The original notes are being exchanged for an equal aggregate
principal amount of the new euro and dollar notes (new notes) and
terms are substantially the same as the terms of the corresponding
series of the original notes.

S&P said, "The exchange does not affect our ratings on TIM. On May
17, 2024, TIM completed its exchange of about EUR5.5 billion in
aggregate principal amount of its euro and dollar unsecured notes
maturing beyond 2026. This exchange offer was part of the
acquisition by Kohlberg Kravis Roberts & Co. L.P. (KKR) of TIM's
fixed network infrastructure assets (Optics Bidco SpA; BB+
(prelim)/Negative/--). The transaction offered the original
noteholders an exchange of their notes for an equal principal
amount of the new notes. The credit terms on the new notes are
substantially the same as the original notes, including maturity,
interest rate, interest payment dates, and restrictive covenants.
Since the exchange does not affect our rating on TIM, we have
maintained our 'B+' long-term issuer credit rating on CreditWatch
with positive implications.

"The new notes will likely have a higher issue rating than the
original notes once they have been transferred to Optics. The
credit terms of the new notes include a provision relating to the
mandatory acquisition exchange, under which the new notes will be
mandatorily exchanged for an equal aggregate principal amount of
notes to be issued by Optics when the acquisition is completed.
Given our rating on Optics, the new notes will likely be rated up
to three notches higher than the current rating level at closing.

"The positive CreditWatch placement indicates the possibility that
we may raise our long-term issuer credit rating on TIM and issue
rating on the remaining original notes by up to two notches, and
the issue rating on the euro and USD new notes by up to three
notches, if TIM's sale of its fixed network infrastructure assets
closes in line with our expectations, which management anticipates
will occur in the summer of 2024. The resolution of the CreditWatch
placement depends on TIM's use of the proceeds from the disposal,
as well as TIM's future operating performance."




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

TAS FINANCE: Fitch Affirms 'B' LongTerm IDRs, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Kazakhstan-based Microfinance
Organization TAS FINANCE GROUP LLP's (TAS) Long-Term Foreign- and
Local-Currency Issuer Default Ratings (IDRs) at 'B' with Stable
Outlooks. Fitch has also affirmed TAS's National Long-Term Rating
at 'BB(kaz)'/Stable and senior unsecured long-term debt rating at
'B'/RR4.

KEY RATING DRIVERS

Modest Franchise; Risky Sector: TAS's ratings reflect its small
franchise in the domestic microfinance sector, monoline and
concentrated business model with a focus on secured used car-backed
loans (88% of the total loan portfolio at end-1Q24) and higher-risk
under-banked customers, basic underwriting standards and risk
controls, as well as a concentrated funding profile and limited
liquidity flexibility.

Adequate Capitalisation; Solid Profitability: The ratings also
consider TAS's adequate capitalisation, including sound buffers
relative to regulatory requirements, a granular, mostly short-term
secured loan portfolio, backed by relatively liquid collateral,
moderate credit losses and good profitability despite Kazakhstan's
volatile macroeconomic environment.

Stable Outlook: The Stable Outlook reflects Fitch's view that TAS
should be able to withstand macroeconomic challenges at its current
rating, including those stemming from still high interest rate,
inflation and asset quality pressures. TAS's profitability has been
sound and stable in recent years. Asset quality has worsened
somewhat amid macroeconomic pressures and rapid business volume
growth, but remained acceptable for the rating.

Monoline Business, Regulatory Risk: TAS provides secured loans to
under-banked clients with limited credit history, backed mostly by
used cars and real estate (12% of total portfolio at end-1Q24).
TAS's clients are largely individuals and small business owners,
financing their consumption and working capital. TAS's business
model is sensitive to the evolving regulation for microfinance
companies and could be subject to event risk, such as interest rate
caps or changes in licensing and other regulatory requirements.

TAS's exposure to higher-risk under-banked borrowers with limited
credit history and variable incomes, potential consumer or market
disapproval, sensitivity to regulatory changes and potential
exposure to conduct-related risks have a negative effect on its
credit profile in combination with other factors.

Key Person Risk; Competitive Market: In its view, TAS's key person
risk is material and could affect the company's governance
practices due to a high reliance for decision-making on the
shareholders and their families. Positively, the company complies
with relevant local regulatory and disclosure requirements. Within
the domestic microfinance sector, TAS is one of the largest
companies in the secured loan segment, but its franchise is smaller
than that of larger local micro-finance companies and in its view,
could be replicated by incumbents including banks, microfinance
companies and fintech companies.

Rapid Portfolio Growth: TAS's portfolio grew rapidly at 41% yoy in
2023 (2022: 50%), in line with management's target to become one of
the largest micro-lenders in Kazakhstan. In its view, rapid
portfolio growth, albeit slowed in 1Q24, could pressure the
company's underwriting practices and consequently asset quality.

Adequate Asset Quality: TAS's impaired loans/gross loans ratio
(Stage 3) increased to 3.8% at end-1Q24 from 3.5% at end-2023,
reflecting TAS's loan portfolio seasoning in a pressured
macroeconomic environment amid rapid portfolio growth. Fitch
believes asset quality could deteriorate further, given the
company's prolonged high appetite for growth and still challenging
macroeconomic environment in Kazakhstan.

TAS's coverage ratio (loan loss reserves/impaired loans) decreased
to 82% at end-1Q24 from 99% at end-2023, reflecting recent asset
quality pressures. Positively, TAS's acceptable loan-to-value ratio
and collateral quality requirements support its asset quality
profile.

Solid Profitability: Fitch believes TAS is subject to potential
earnings and business model volatility due to its exposure to
regulatory actions across the sector on lending to higher-risk,
more socially vulnerable borrowers. TAS's annualised pre-tax
income/average assets ratio was a high 22% in 1Q24 (23% in 2022)
and its annualised net interest margin was solid at 31% in 1Q24
(33% in 2023). TAS's business model is labour-intensive, but its
cost/income ratios (calculated as operating expenses/total net
revenue) was sound at 34% in 1Q24 (36% in 2023).

Solid Capital Buffers: TAS's leverage ratio (gross debt to tangible
equity) stood at 1.0x at end-1Q24 compared to 1.1x at end-2023.
TAS's leverage ratio is stronger than those of most of its peers
and the company maintains a comfortable buffer in excess of
regulatory requirements. TAS's equity/assets ratio, its prudential
capital requirement (minimum requirement of 10%), was 48% at
end-1Q24 (end-2023: 48%).

Cash Generation Supports Liquidity Profile: TAS's assets are mostly
equity-funded, reflected by the equity/asset ratio of 48% at
end-1Q24. Debt funding relates to unsecured tenge-denominated bonds
(52% of total debt at end-1Q24), secured loans from JSC Halyk Bank
of Kazakhstan (BBB-/Stable; 35% of total debt) and loans from DAMU
(4%) a local development fund, and other sources. Around 2% of
total debt is not sourced on an arm's length basis, including debt
from a related party.

TAS's short-term liquidity, measured as liquid assets/short-term
funding, was modest at 0.2x at end-1Q24 (end-2023: 0.4x). However,
in its view, TAS's liquidity is supported by the cash-flow
generative nature of its business model.

RATING SENSITIVITIES

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

A regulatory event, for instance, considerably tighter lending
caps, negatively affecting TAS's business model viability could be
negative for the ratings, as would signs of funding and refinancing
problems (including covenant breaches), compromising funding access
or ability to grow.

A prolonged high interest rate environment in Kazakhstan, coupled
with asset quality challenges, could pressure TAS's earnings and
portfolio quality and could have a negative effect on the company's
ratings.

A material reduction in TAS's regulatory capital headroom or its
gross debt/tangible equity ratio sustainably exceeding 4x could
lead to a downgrade, particularly if combined with material asset
quality deterioration and weaker revenue generation ability,
weighing on profitability and capital buffers.

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

There is limited potential for positive rating action in the medium
term due to TAS's modest franchise and monoline business model.
Over the long term, sustained growth of TAS's franchise and
business scale, maintaining solid financial metrics, could lead to
an upgrade.

Sustained funding diversification, stable and proven access to
international financial institution funding could also support
positive rating action in the long term.

DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS

TAS's senior unsecured bond rating is equalised with its Long-Term
Local-Currency IDR, reflecting Fitch's view that the likelihood of
default on the senior unsecured obligation is the same as that of
the company with average recovery prospects reflected in a 'RR4'
Recovery Rating.

TAS has two KZT10 billion two-year senior unsecured bonds issued in
December 2023 and January 2024, both part of the KZT30 billion
senior unsecured bond programme. They have fixed coupons of 22% and
20.5% respectively, paid quarterly, and maturities in December 2025
and July 2026.

TAS fully repaid its KZT10 billion two-year senior unsecured bond,
which matured in December 2023, with the proceeds from the KZT10
billion bond issued in December 2023. The repaid bond was part of
the KZT20 billion five-year senior unsecured bond programme
maturing in December 2026, under which the company did not have any
bonds outstanding at end-1Q24.

DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES

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

Negative rating action on TAS's Long-Term IDR could lead to
negative action on the debt ratings.

Weaker recovery expectations, for instance, due to materially
weaker capitalisation or higher asset encumbrance could also lead
to a downgrade.

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

Positive rating action on TAS's Long-Term IDR could lead to
positive action on the debt ratings.

ADJUSTMENTS

The Standalone Credit Profile has been assigned in line with the
implied Standalone Credit Profile.

The sector risk operating environment score has been assigned below
the implied score due to the following adjustment reasons:
regulatory and legal framework (negative), business model
(negative).

The business profile score has been assigned in line with the
implied score.

- the asset quality score has been assigned in line with the
implied score.

- the earnings and profitability score has been assigned in line
with the implied score.

- the capitalisation and leverage score has been assigned in line
with the implied score.

The funding, liquidity & coverage score has been assigned above the
implied score due to the following adjustment reason: cash
flow-generative business model (positive).

ESG CONSIDERATIONS

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

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

TAS has an ESG Relevance Score of '4' for governance structure.
This reflects high key-person risk due to significant dependence in
decision-making on the company's shareholders and their families,
which has a negative impact on the credit profile, and is relevant
to the rating in conjunction with other factors.

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

   Entity/Debt            Rating           Recovery   Prior
   -----------            ------           --------   -----
Microfinance
Organization
TAS FINANCE
GROUP LLP        LT IDR    B      Affirmed            B
                 ST IDR    B      Affirmed            B
                 LC LT IDR B      Affirmed            B
                 LC ST IDR B      Affirmed            B
                 Natl LT   BB(kaz)Affirmed            BB(kaz)

   senior
   unsecured     LT        B      Affirmed   RR4      B




=================
L I T H U A N I A
=================

AKROPOLIS GROUP: S&P Affirms 'BB+' ICR, Outlook Stable
------------------------------------------------------
S&P Global Ratings affirmed the stand-alone credit profile (SACP)
of Lithuania-based real estate company Akropolis Group UAB
(Akropolis) at 'bb+'. At the same time, S&P affirmed its 'BB+'
issuer credit and issue ratings on Akropolis and the company's
senior unsecured debt. The rating on Akropolis is in line with its
rating on Maxima Grupe UAB (Maxima), VP group's main subsidiary.

The stable outlook on the rating on Akropolis reflects its
expectations that Maxima will maintain its leading market position
in the Baltics, despite intensifying competition, and soundly
execute its planned store expansions in Poland and Bulgaria.

Akropolis reported a robust operating performance in 2023, with
positive like-for-like rental growth of 11.8% and a revaluation in
portfolio value of 4%. As a result, leverage metrics strengthened
and we anticipate that S&P Global Ratings-adjusted debt to debt
plus equity will remain at about 38.0%-40.0% and debt to EBITDA at
5.0x-5.5x over the next 12-24 months.

S&P said, "We anticipate that operating fundamentals for Akropolis'
properties will remain robust over the next 12 months, underpinned
by inflation-linked rental contracts and a high occupancy rates. In
2023, Akropolis reported 11.0% like-for-like growth in net rental
income, mostly due to the high degree of indexation of leases
(about 60%-80% for its commercial contracts) for its five prime and
well-located income-producing shopping malls. The average occupancy
rate of the company's combined commercial portfolio was high and
remained at 97.4% and we expect it will remain at the same level in
2024. S&P said, "We expect the company will continue benefiting
from positive like-for-like growth in rental income, while
maintaining the current low vacancy rate. Akropolis has a
moderately diversified customer base, with its top 10 tenants
accounting for 29% of customers, as of Dec. 31,2023. Its leasing
profile is well spread, with an average lease maturity of 3.8
years. 23% of annual rental income expires in 2024 and another 15%
in 2025. Akropolis has one development project, Akropolis Vingis,
which is located in Vilnius and which we expect will generate cash
flows in 2028. Yet we expect development capital expenditure
(capex) will not exceed 10% of total portfolio value in any given
year, ensuring no major development risk for the company."

Akropolis has medium-term debt maturities that pose some
refinancing risk amid improving, but still volatile, capital market
conditions. As of Dec. 31, 2023, Akropolis' weighted-average debt
maturity was 2.85 years. This is relatively short, compared with
rated real estate peers in Europe, the Middle East, and Africa, and
below our three-year requirement for the real estate sector.
Akropolis' relatively short weighted-average debt maturity mainly
reflects significant debt maturities related to the EUR300 million
senior unsecured bond (coupon: 2.875%) that is due in June 2026 and
represents close to 67% of the company's total outstanding debt of
EUR450 million. Additionally, the company's senior secured loan of
EUR150 million (variable interest rate of 5.606%) will mature in
September 2027. S&P said, "We understand the company plans to
address the debt maturities in a timely manner. Given the still
challenging refinancing markets, rising interest rates, and limited
access to debt capital markets for real estate companies, we will
closely monitor Akropolis' capital structure and the potential
effects on its liquidity profile over the coming quarters, should
the weighted-average debt maturity fall below two years."

S&P said, "We expect Akropolis will take sufficient steps to ensure
a weighted average maturity of well above three years.We understand
the company may consider a capital markets issuance. If conditions
are challenging, we believe Akropolis will have access to
alternative funding sources. This is evident in the fact that the
company refinanced a loan, which was due in March 2024, in
September 2022 and increased the size of the loan to EUR160
million, despite unfavorable market conditions. While we believe
lending conditions have tightened for the real estate sector, banks
are generally willing to support clients with sound business models
and sustainable financial capital structures. Additionally, we view
the debt level at Akropolis as relatively moderate, compared with
the average in the European real estate sector. Potential group
support by VP group is another mitigating factor that limits
refinancing risks.

"We believe Akropolis' debt level will remain modest, with the
adjusted ratio of debt to debt plus equity remaining well below
45%.In our assessment of Akropolis' financial risk profile, we
consider its moderate leverage, both on an absolute and a
relatively basis, and its conservative financial policy to maintain
a long-term target of a net loan-to-value (LTV) below 40%. As of
Dec. 31, 2023, the company's adjusted ratio of debt to debt plus
equity was 38.6%, compared with 42.1% in 2022. The improvement in
leverage metrics over the past year mainly reflected positive fair
value adjustments of 4.0% in 2023. Leverage metrics also benefited
from double-digit rental growth, which resulted from high inflation
in the region--for instance, Lithuania's consumer price index (CPI)
was 9.1% in 2023--and offset the negative effect from higher
interest rates, with the average portfolio yield from the retail
sector in Vilnius increasing by 50 basis points to about 7.5% at
year-end 2023. We anticipate that adjusted debt to debt plus equity
will remain at 38.0%-40.0% in 2024. This includes our base case
assumption of a limited value impact over the next two years.
Nonetheless, we anticipate Akropolis' debt-to-debt-plus-equity
ratio will remain well below our 45% downside trigger. We expect
Akropolis' adjusted debt to EBITDA will be 5.3x in 2024 and 5.0x in
2025, from 5.5x in 2023. This is well below our 7.5x downside
threshold for maintaining the current SACP.

"We consider VP group's holding in Akropolis is crucial, results in
a high likelihood of group support, and markedly reduces
refinancing risks.VP group owns 100% of Akropolis and we view
Akropolis as core to VP group and integral to the group's identity
and strategy. For instance, Akropolis' shopping centers account for
about 49% of VP group's real estate assets, while VP group's
subsidiaries represent about 22% of Akropolis' total gross leasable
area and approximately 11% of its total income. As such, consider
it unlikely that VP group will sell Akropolis.

"We expect VP group will support Akropolis under any foreseeable
circumstances. Among others, VP group's support is demonstrated by
its flexible dividend policy, which helps align the capital
structure with Akropolis' financial policy. Additionally, VP group
could issue debt if Akropolis cannot access the debt capital
market. In our view, this support from the owner reduces
refinancing risk considerably over the coming 24-36 months and
partly offsets the risk associated with the average-weighted debt
maturity being below three years.

"The stable outlook on the rating on Akropolis reflects our
expectations that Maxima will maintain its leading market position
in the Baltics, despite intensifying competition, soundly execute
its planned store expansion in Poland and Bulgaria, and pass on
inflation-related costs to end-customers, leading to continued
revenue growth and a recovery in EBITDA margins toward 7.9% in
2024. The stable outlook also takes into account Maxima's dividend
distributions, funded with free operating cash flow (FOCF), and our
expectation of adjusted funds from operations (FFO) to debt of more
than 30% and adjusted debt to EBITDA of about 2.0x-2.5x over the
next 12-18 months. Additionally, we expect VP group will
deleverage, with debt to EBITDA of 2.0x-2.5x."

S&P could lower the rating on Akropolis if it took a similar rating
action on Maxima, which could happen if:

-- Maxima significantly underperformed our base case, including a
material decline in operating performance and profitability because
of intensifying market competition or a weaker macro environment in
the Baltics or Poland weighing on margins and cash flows;

-- Maxima's or VP group's financial policies became less prudent,
either due to increased dividends or large-scale, debt-funded
acquisitions that keep leverage at about 3.0x or above and FFO to
debt below 30% at either Maxima or the wider group level;

-- The liquidity of Maxima and VP group deteriorated; or

-- The refinancing of the senior notes was not addressed timely.

Although it would not result in a downgrade, due to expected group
support, S&P could revise downward its assessment of Akropolis'
SACP if:

-- Its liquidity cushion reduces or if its weighted-average debt
maturity falls below two years without tangible and advanced
refinancing plans; or

-- Leverage increases materially, such that adjusted debt to
EBITDA increases well above 7.5x or debt to debt plus equity does
not remain well below 45%.

Albeit unlikely over the next 12 months, given S&P's understanding
of the management's financial policy, its could raise the rating if
a stronger-than-expected operating performance of Maxima and VP
group resulting in:

-- Adjusted debt to EBITDA falling below 2.0x for Maxima and VP
group;

-- Maxima's FOCF generation substantially exceeding actual
dividend payments and resulting in a debt reduction.

S&P would also have to see a financial policy commitment from
Maxima and VP group to sustainably maintain these credit metrics
solid liquidity.




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

ALTICE FINANCING: $1.60BB Bank Debt Trades at 16% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Altice Financing SA
is a borrower were trading in the secondary market around 83.8
cents-on-the-dollar during the week ended Friday, May 24, 2024,
according to Bloomberg's Evaluated Pricing service data.

The $1.60 billion Term loan facility is scheduled to mature on
October 29, 2027.  The amount is fully drawn and outstanding.

Altice International S.a.r.l. is a multinational fibre,
telecommunications, content and media company, with a presence in
three key markets: Portugal, the Dominican Republic and Israel. The
company also operates globally through Teads, a media platform. The
Company's country of domicile is Luxembourg.


ALTICE FINANCING: EUR800MM Bank Debt Trades at 16% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Altice Financing SA
is a borrower were trading in the secondary market around 83.9
cents-on-the-dollar during the week ended Friday, May 24, 2024,
according to Bloomberg's Evaluated Pricing service data.

The EUR800 million Term loan facility is scheduled to mature on
November 1, 2027.  The amount is fully drawn and outstanding.

Altice International S.a.r.l. is a multinational fibre,
telecommunications, content and media company, with a presence in
three key markets: Portugal, the Dominican Republic and Israel. The
company also operates globally through Teads, a media platform. The
Company's country of domicile is Luxembourg.




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

BRIGHT BIDCO: $300MM Bank Debt Trades at 53% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Bright Bidco BV is
a borrower were trading in the secondary market around 47.4
cents-on-the-dollar during the week ended Friday, May 24, 2024,
according to Bloomberg's Evaluated Pricing service data.

The $300 million Payment in kind Term loan facility is scheduled to
mature on October 31, 2027.  About $299.3 million of the loan is
withdrawn and outstanding.

Amsterdam, The Netherlands-based Bright Bidco B.V. designs and
manufactures discrete semiconductor devices and circuits for light
emitting diodes (LEDs).


BRIGHT BIDCO: S&P Affirms 'CCC+' LongTerm ICR, Outlook Negative
---------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' long-term issuer rating on
lighting solutions manufacturer Bright Bidco B.V. (doing business
as Lumileds). S&P also lowered its issue rating on the company's
exit term loan to 'CCC+' from 'B-'.

The negative outlook reflects the risk that Lumileds is unable to
restore stronger earnings and cash flows at its LED segment,
leading to a fresh liquidity shortfall despite the expected cash
inflow from the disposal of its lamps and accessories business.

S&P said, "The disposal of the lamps and accessories business,
which we assume will close in June 2024, will provide some
liquidity cushion to Lumileds for the next 12 months, but it could
erode beyond 2024. Out of the $200 million of net proceeds it
expects to receive from the sale of its lamps and accessories
business, Lumileds intends to keep $100 million of cash on its
balance sheet to fund its working capital and capex needs. This
somewhat alleviates the company's liquidity shortfall for the next
12 months despite our belief that Lumileds will continue to burn
cash in 2024, with free operating cash flow (FOCF) in the magnitude
of negative $45 million-negative $55 million. However, a structural
improvement in Lumileds' liquidity position will rely on the
company's ability to reduce the cash burn from its LED business
through a successful product portfolio and profitable revenue
growth, and is also dependent on volatile conditions in its key
end-markets. Cash flow will also be burdened by the expected
increase in cash interest from January 2025, since the company will
lose the option to pay the interests due on its exit term loan in
kind. We believe any delay in restoring stronger earnings and
break-even FOCF beyond 2024 would likely result in liquidity
weakening beyond our expectations, absent significant new external
funding, such as an equity injection or new debt raised.

Lumileds' ability to reach its breakeven EBITDA target from the LED
division in 2024 relies on steady volumes and continued cost
savings. Lumileds' LED division serves different end-markets
including automotive, smartphone manufacturers via its specialty
segment, and general illumination. S&P said, "We view the revenue
and profitability pressures on the company's specialty segment as
structural, caused by a commoditization of the flashlight
solutions, combined with higher competition from low-cost
producers. In addition, we think the overall LED market remains
highly fragmented and competitive, without pricing power for the
company to offset higher costs on its more commoditized
applications (L1 packaged auto LED solutions and low- to mid-power
general illumination products), which constrains its profitability
during inflationary periods as seen in 2023. The earnings
contribution from Lumileds' LED division was negative in 2023 but
its first quarter 2024 operating performance shows signs of
improvement, suggesting it could reach its targeted breakeven level
in 2024 if it maintains steady volumes while tightly managing
costs. In first quarter 2024, Lumileds reported an adjusted EBITDA
of $4 million up from negative $26 million the previous year for
the continuing operations; thanks to a reduction in factory fixed
costs through previous programs of headcount reduction and
production footprint realignment as well as lower research and
development (R&D) spending."

Lumileds' long-term profitability improvements could stem from an
improving product mix and further cost savings. S&P believes the
company's penetration in higher-value-added L2 auto LED products
(carriers and modules including connectors and electronics) could
increase its content per car in the automotive end-market and
support its profitability until the associated platforms ramp up.
In addition, Lumileds aims to increase the contribution of its
high-power and color solutions in general illumination from about
55%-60% of segment sales in 2023. Although it does not expect these
efforts will materialize any time soon, it believes they could
support improving earnings within the next couple of years.

The disposal of the lamps and accessories business incrementally
weakens S&P's assessment of the company's business risk. While the
lamps and accessories business faces structural decline in demand
from the technological shift to LED from conventional, its
aftermarket sales offered some stability in revenues and high cash
conversion because it required less investments. In 2023, revenues
from the lamps and accessories segment decreased by about 5% and
EBITDA came out at $38 million while revenue from the LED division
dropped by about 17% with a reported loss of $47 million.

The negative outlook reflects the risk that Lumileds is unable to
restore stronger earnings and cash flows at its LED segment,
leading to a fresh liquidity shortfall despite the expected cash
inflow from the disposal of its lamps and accessories business.

S&P said, "We could lower our rating on Lumileds if we envisaged a
default scenario within the next 12 months. This could stem, for
instance, from more intense liquidity pressure or the failure to
improve profitability and cash flow that leads to a distressed
exchange on its term loan.

"We could revise our outlook on Lumileds to stable if successful
development of the company's LED product portfolio and customer
base allows Lumileds to achieve steady and profitable topline
growth. We would expect this to support stronger-than-expected
earnings and cash flow, and, as a result, structural improvements
in its liquidity position, or if the company is able to secure a
sizable amount of external funding while its business prospects
improve."


MAGELLAN DUTCH: S&P Lowers LT ICR to 'B-', Outlook Stable
---------------------------------------------------------
S&P Global Ratings downgraded its long-term issuer credit rating on
Netherlands-based Magellan Dutch BidCo B.V.'s holding company, and
its issue-level rating on its senior secured facilities to 'B-'
from 'B'. The '3' recovery rating remains unchanged, indicating its
expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery in an event of default.

S&P said, "The stable outlook reflects our expectation that
Magellan Dutch BidCo B.V. will be able to gradually reduce leverage
in line with our base case with S&P Global Ratings financial
leverage decreasing to about 8.0x in 2024 from 9.0x in 2023. We
forecast margins to improve on the back of implemented cost-cutting
initiatives, and better pricing management to restore efficiencies
and realize synergies while the company is expected to maintain an
adequate liquidity.

"The downgrade reflects Mediq's weaker operating performance than
previously forecast, which results from commercial headwinds, high
financing costs, as well as inability to pass-on all the inflation
pressure, and seamlessly integrate recent acquisitions. We
anticipate that Mediq's financial leverage will remain elevated at
above 7.0x over the next two years. This is due to a challenging
operating environment and a still high level of restructuring costs
coming from post-merger integration programs and warehouse
consolidation that weigh on the company's profitability as well as
high financing costs. We forecast that S&P Global Ratings-adjusted
debt to EBITDA will decrease from 9.3x in 2023 to 7.9x in 2024 and
7.5x in 2025. We forecast negative FOCF in 2024 of about EUR5
million and nil in 2025. Additionally, we anticipate depressed
EBITDA interest coverage of 1.5x in 2024 and 1.7x in 2025 due to
the higher interest rate weighing on the company interest expenses.
The company has put in place several initiatives to bolster both
its topline and its profitability, such as pushing the company's
own brand, and some portfolio optimization that should enable its
product mix while implementing cost savings measures. However,
despite our forecast of profitable growth over the medium term
credit metrics remain on the weaker side for a rating in the 'B'
category.

"Mediq's operating environment remains challenging, weighing on
profitability. We believe that the company's performance will
remain under stress due to pricing pressure and the inability to
fully pass-on inflation costs. Furthermore, differentiation is
limited as products are mostly commoditized and offered by peers
leading to weak price competitiveness. However, Mediq's
differentiation advantage is that it is a one-stop shop, covering
various categories such as diabetes, respiratory, ostomy, wound
care, and--above all--delivering products in a timely and efficient
manner to customers. We think Mediq benefits from a solid
infrastructure that demonstrated its resilience and ability to deal
with large volumes in a timely fashion during the pandemic, despite
supply chain volatility.

"We expect the S&P Global Ratings-adjusted EBITDA margin to expand
to 5.8%-5.9% over 2024 and 2025. However, it will not reach its
2022 levels of 6.4% before 2027. We anticipate the S&P Global
Ratings-adjusted EBITDA to increase to EUR79 million-EUR87 million
over 2024 and 2025 due to cost cutting initiatives, improved supply
chain efficiency, and lower pace of acquisition. However, lower
organic growth-than-anticipated, as well as pricing pressure, could
weaken credit metrics.

"We forecast overall moderate organic growth of 3.0%-4.0% in 2024.
In 2023, company revenues surged by 17% to EUR1.3 billion with
acquisitions accounting for 14% of the growth and organic growth
for the remaining 3%. With the integration of DiaExpert and Bunzl
Healthcare in 2023, the company was able to expand on their
Northern Europe and DACH (Germany, Switzerland, and Hungary)
presence. However, the revenue coming from these acquisitions was
lower than anticipated. The company also optimized its portfolio
through divestments of Nutrimedicare and Reha in Germany and
Finland, which only partly balanced the high operating costs.

"We currently do not anticipate any sizable acquisitions. This is
because we understand that the management is primarily focused on
organic growth, integrating recent acquisitions, and implementing
cost-savings initiatives. Our base case assumes that restructuring
costs will remain high in 2024 and 2025. However, we assume net
positive synergies starting from 2025. This should stem from sales
as the company widens its product offering and brand assortment
through acquisitions, as well as from cost benefits from Mediq's
warehouses, logistics, and supply chain management. Overall, we
believe that the company can benefit from a strengthened product
portfolio and cost synergies, subject to an effective integration.
Headroom for additional mergers and acquisitions (M&A) will depend
on the company's performance, the pace of integration, and reducing
restructuring. However, we think that if the company engages in M&A
in 2024, it would lead to a further deviation from our base-case
assumptions. In our view, the rating is well placed within the 'B-'
category, given heightened leverage and lower self-funding
capacity.

"We view Mediq's liquidity as adequate for the next 12 months. The
company has EUR37.9 million in cash, about EUR17.1 million of funds
from operations (FFO), and about EUR85 million undrawn under its
revolving credit facility (RCF). We think Mediq can handle its
working capital requirements, capital expenditure (capex), and
interest payments over the next year. We also view the lack of
significant debt maturities until the EUR575 million term loan B
(TLB) matures in 2028 as positive. We anticipate the company will
maintain sufficient room to meet its covenant test requirements."

The latest shift in Mediq's governance mirrors management's
continual commitment to organize the company. Frequent changes in
management might create some volatility in the operating
management. The company announced the appointment of Mark Mattern
as its new CFO, effective December 2023. This announcement follows
the departure of the previous CFO, Paul Hitchin. This move aligns
with the company's ongoing strengthening of its management team.

S&P said, "The stable outlook reflects our expectation that
Magellan Dutch BidCo will be able to gradually reduce leverage in
line with our base case. S&P Global Ratings financial leverage will
decrease to about 8.0x in 2024 from 9.0x in 2023. We forecast
margins to improve on the back of implemented cost-cutting
initiatives, and better pricing management to restore efficiencies
and realize synergies while the company is expected to maintain
adequate liquidity.

"We could lower our ratings on Magellan Dutch Bidco if the leverage
ratio deteriorated materially compared to our base case, such that
we could consider the capital structure unsustainable. This could
arise if the company shows an inability to achieve consistent and
material EBITDA growth due to inflation and competitive pressure,
while restructuring costs remain significant and continue to erode
profitability. We could also take a negative ration action if FOCF
turns negative such that the company's ability to self-fund its
operations weaken.

"We could take a positive rating action on Magellan Dutch Bidco if
it displays the ability and willingness to maintain S&P Global
Ratings financial leverage sustainably below 7.0x. This could occur
if the company generates higher-than-expected revenues and
profitability while generating strong FOCF, supported by the lower
level of restructuring costs, the successful implementation of
synergies, and the realization of cost savings.

"Governance factors are a moderately negative consideration in our
credit rating analysis of Magellan Dutch Bidco (Mediq), as is the
case for most rated entities owned by private-equity sponsors. We
view financial sponsor-owned companies with aggressive or highly
leveraged financial risk profiles as demonstrating corporate
decision making that prioritizes the interests of the controlling
owners. They typically have finite holding periods and focus on
maximizing shareholder returns. Environmental and social credit
factors have no material influence on our credit rating. On the
environmental side, we note the company's effort to reduce waste.
We view the supply chain, notably in far East countries, as the
major factor for the distributor--and scope 3 data is not yet
available. On the social side, Mediq has two main strategic
pillars, 'health system strengthening' and 'patient empowerment and
well-being', which align with the UN Sustainable Development Goal 3
to 'ensure healthy lives and promote well-being at all ages'."




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

SECTOR ALARM: S&P Raises LongTerm ICR to 'B' on Equity Injection
----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating to 'B'
from 'B-' on Norway-Based Sector Alarm Holding AS and its term loan
B (TLB) and RCF.

The stable outlook reflects S&P's expectation that Sector Alarm
will maintain a net subscriber growth of about 5.5% while keeping
the EBITDA margin above 30%, leading to an S&P Global
Ratings-adjusted leverage comfortably below 7.0x. Growth-led
investments will lead to a negative but gradually improving free
operating cash flow (FOCF) over the coming 12 months.

On May 24, 2024, Sector Alarm announced an amend and extend
transaction of its entire debt, consisting of a term loan B and a
revolving credit facility (RCF) whereby the maturity of both will
be pushed to 2029 from 2026. The transaction will also come with a
Norwegian krone (NOK) 855 million (EUR75 million) equity injection,
the proceeds are expected to be used to pay down EUR55 million
drawings on the RCF and EUR20 million will increase the cash on
balance sheet and pay transaction fees and expenses.

S&P said, "We expect the transaction to lower leverage and improve
the debt maturity profile of the company. On May 24, 2024, Sector
Alarm announced an amend and extend transaction to address the
maturity schedule of its entire capital structure, consisting of a
EUR590 million TLB and EUR100 million RCF. The transaction will
significantly improve the maturity profile as all debt maturities
have shifted from 2026 to 2029. At the same time, the owners (70%
Jorgen Dahl and other shareholders, and 30% KKR) will contribute a
NOK855 million (EUR75 million) equity injection to improve
liquidity and leverage. In our view, the equity contribution also
reinforces the commitment from its owners to support the company's
growth path. The equity will be used to pay down EUR55 million of
drawings on the RCF and the remaining amount will increase the cash
on balance sheet and pay transaction fees and expenses. An expected
improvement in profitability in 2024 should support deleveraging to
about 5.7x in 2024, compared with 8.8x in 2023. Roughly 0.7x of the
deleveraging stems from the equity injection and about 2.2x from
the improvement in EBITDA.

"The weaker Norwegian krone compared with the euro has weighed
negatively on leverage (during the first quarter of 2024, it led to
an increase in reported debt of NOK250 million, an approximate 0.2x
effect on leverage). We expect that the amended debt in euro will
not to be hedged with the krone. As a result, currency volatility
could affect the leverage trajectory.

"We expect that successful implementation of cost-efficiency
measures, improvement in Southern Europe where scale expands, and
solid average revenue per user (ARPU) growth will drive significant
improvement in the EBITDA margin (after a strong first quarter of
2024).Following the strong first quarter of 2024, we revised upward
our EBITDA expectations for 2024 and 2025. S&P Global
Ratings-adjusted EBITDA margin declined from 41.2% in 2020 to about
24.0%-25.0% in 2022 and 2023 following an expansion in Southern
Europe, inflationary pressure (effecting the cost of equipment),
cost of living pressures in Northern Europe (effecting attrition),
and supply chain constraints. However, the company has taken
several measures to restore its profitability; this led to the
portfolio EBITDA margin improving to 63.2% in the first quarter of
2024 from 56.5% in the first quarter of 2023.

"We anticipate that France (entered in 2018) and Spain (entered in
2017) will gradually contribute more positively to EBITDA because
their portfolio EBITDA margin turned positive in 2022 and has
improved to about 50% as of the end of the first quarter of 2024.
In addition, ARPU has seen a very strong development of 11% in 2023
and a gradual turnaround in the cost per acquisition (CPA), which
declined by 8% in the first quarter of 2024 compared with the same
period in 2023, after growing at about 20% per year since 2021. All
these positive developments are helping the average payback ratio
(years needed for a customer to payback the CPA) to decrease,
standing at 5.7 years in the first quarter of 2024 compared with
6.9 years in 2023. This, in combination with a lower churn of about
8.0%-8.3% in the second half of 2023 should lead the company to be
able to regain and maintain an adjusted EBITDA margin of 35%. A
decline in restructuring costs from about NOK200 million in 2023 to
a more normalized level of NOK30 million-NOK50 million in 2024 also
helps the margin improvement.

"The growth strategy and increasing interest costs will lead to
continued, albeit improving, negative FOCF over at least 2024 and
2025. We expect that Sector Alarm will continue to target an
installation growth of about 13% (leading to about 5%-6% net
subscriber growth). Given the relatively long payback ratio from
new customers and the limited scale of the company, this will lead
to pressure on cash flows. In addition, we forecast elevated
capital expenditure (capex) in 2024 stemming from new headquarters
in Southern Europe and planned investments in the new technology
platform which will allow for lower future cost, and interest costs
of about NOK500 million annually in 2024-2025 (more than doubled
compared with 2022). As a result, we expect FOCF to remain
significantly negative in 2024, about EUR325 million, compared with
about EUR500 million annually in 2022 and 2023. However, as the
business is gaining scale, especially in Southern Europe, and
profitability improves, we think that the company could sustain a
net subscriber growth of about 5% while possibly achieving
break-even FOCF by 2026.

"The stable outlook reflects our expectation of Sector Alarm
maintaining a net subscriber growth of about 5.5% while keeping the
EBITDA margin above 30%, leading to an adjusted leverage
comfortably below 7.0x and still negative, albeit improving, FOCF.

"We could lower the rating if profitability weakened because of
higher attrition, CPA increasing to 2022-2023 levels,
nonoperational expenses, or faster-than-expected new customer
growth--leading to leverage above 7.0x or significantly negative
FOCF leading to liquidity pressures.

"We could raise the rating on Sector Alarm if leverage declines to
below 5.5x and FOCF turns positive, while maintaining healthy
revenue and EBITDA growth."




===========
P O L A N D
===========

GLOBE TRADE: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Globe Trade Centre S.A.'s (GTC)
Long-Term Issuer Default Rating (IDR) and senior unsecured rating
at 'BB+'. The Outlook on the IDR is Stable.

Fitch expects net proceeds from planned asset disposals will help
GTC maintain leverage and interest coverage ratios within Fitch's
'BB+' rating sensitivity thresholds over the next three years.
Proceeds from property sales will also help repay some of the
substantial debt maturities in 2026. Meeting disposal targets may
prove challenging.

The company has high vacancy rates in some of its office buildings,
especially in Polish regional cities and Bucharest where tenants
have been able to negotiate lower effective rents. Furthermore,
GTC's short weighted average lease term (WALT) to earliest-break
means its rents are exposed to re-letting risk under these market
conditions.

KEY RATING DRIVERS

2026 Debt Maturities Loom: GTC's management plans to address 2026's
EUR760 million debt maturities (around 60% of total debt, including
its rated EUR500 million bond) with new secured funding, capital
markets transactions and asset disposals. This will not only help
to reduce leverage but also raises funds to continue property
development activity. Conserving cash has not extended to ceasing
the dividend because its main shareholder, Optimum Venture Private
Equity Fund, requires a profit distribution.

Deleveraging Contingent on Disposals: Fitch forecasts that net
debt/EBITDA will drop to 11.1x by end-2024 from 11.4x at end-2023,
and will fall further to 10.2x in 2025 depending on disposal
proceeds. Fitch assumes EUR400 million of disposals during
2024-2027 while recognising execution risk. Leverage could fall to
9.5x in 2027 depending on additional asset sales, annual
inflation-linked rent indexation, rent from new developments and
EBITDA margin improvement, along with a gradual vacancy reduction.

Fitch forecasts that GTC's EBITDA interest cover will decrease to
1.8x by end-2027 from 3.7x in 2023, similar to peers refinancing
debt with higher interest rates.

Portfolio Diversification: GTC's EUR2.0 billion end-2023
income-producing property portfolio is diversified geographically
and by asset-class. Most of its assets are in Poland (38% of market
value) and Budapest (31%). The split between office and retail
assets is 65%/35%. Almost all (92% by value) assets had green
certifications, including LEED Gold (54%) and BREEAM Excellent
(32%). Green-certified assets help to attract multinational tenants
(68% by space) operating in different sectors. The top 10 tenants
generate 27% of total group rent (top 1: ExxonMobile at 4.5%).

Offices Under Pressure: The end-2023 occupancy rate in GTC's office
portfolio was 84%, as decreases in Poland (-3pp versus end-2022),
Budapest (-2pp) and Zagreb (-1pp) were offset by Bucharest (+8pp)
and Belgrade (+6pp). Poland had the highest vacancy rate (23%)
where it was hit by poor performance in regional cities, including
Lodz and Katowice.

The average headline rent across the portfolio rose to EUR18 per
sqm/month (up 11% from end-2022), exceeding the valuer's estimated
rental values (ERVs) in most regions, except for Belgrade and
Zagreb. Budapest and Poland had the largest gap, with ERVs 17% and
8% lower, respectively. The office portfolio's short WALT (3.5
years until expiry, shorter to earliest-break) means that its
rental income will quickly reflect the current market rents
(whether decreasing or increasing).

Stable Retail Assets: The group owns six retail assets, including
five core malls (all within GTC's top 10 biggest assets by value)
and a smaller retail unit in Budapest. The malls attracted 29
million visitors in 2023 (up 7% from 2022), while retail tenants'
sales increased by 11%, boosted by inflation. Average occupancy was
96% (end-2023) and headline rent was EUR22.2/sqm/month (up 6%). The
occupancy cost ratios of between 16% and 13% indicate affordable
rents.

Irish Kildare Innovation Campus: Final government approval for the
redevelopment of the Kildare campus was received in January 2024.
The plan accommodates life science tenants and a data centre with
power capacity of 179MW. The pre-lease for the entire power
capacity was also signed. The next phase includes completion of
transport and power infrastructure by end-February 2028.

GTC invested EUR119 million in the project in 2022 and intends to
dispose of its stake in the next six to 12 months. These proceeds
would be a significant contribution to reduce debt. Fitch
conservatively doesn't include the Kildare disposal in its rating
case, as execution risk for this investment is high.

Development Risk Still Measured: GTC's main project under
construction is Center Point 3 in Budapest (36,000 sqm) located
next to the existing Center Point 1 & 2 buildings (42,500 sqm)
which is being refurbished. Other projects include redevelopment of
Ross Hill in Zagreb (1,600 sqm) and Andrassy in Budapest (3,600
sqm). GTC expects that these assets should generate about EUR13
million of rent when completed in 3Q25. GTC has (largely)
uncommitted office and has planned German residential projects.

Optimum Ownership: Fitch rates GTC on a standalone basis from its
63% shareholder, Optimum. GTC has separate financing and treasury
functions. Independent supervisory board members include those
elected by two pension funds that together hold 20% of GTC's
shares.

DERIVATION SUMMARY

GTC's EUR2.0 billion portfolio is similar in size to the EUR2.8
billion office-focused portfolio of Globalworth Real Estate
Investments Limited (BBB-/Negative) while NEPI Rockcastle N.V.'s
(BBB+/Stable) EUR6.4 billion retail-focused portfolio is over three
times larger. Only GTC's portfolio benefits from meaningful asset
class diversification with offices (65% of market value) and retail
(35%), as underscored in GTC's looser leverage rating
sensitivities.

Peer assets are all in central and eastern Europe (CEE). Most of
(38% by market value) GTC's income-producing assets are in Poland
(A-/Stable) with the remainder in five countries rated in the 'BBB'
rating category or below. This results in an average country risk
exposure similar to that of NEPI, which is present in nine
countries, but has 41% of assets located in countries rated 'A-' or
above. Globalworth's average country risk is similar but its assets
are almost equally split between Poland and Romania (BBB-/Stable).

Fitch expects GTC's net debt/EBITDA to stay higher than peers'
though Fitch forecasts it to decrease to 9.5x in 2027 from 11.1x in
2024. This compares to Globalworth's leverage at around 8.5x in
2024 as it plans to sell assets. NEPI's financial profile is
stronger than GTC's and Globalworth's.

Although not all CEE peers quote directly comparable net initial
yield data (which measures annualised net rents/investment property
asset values), Fitch believes that GTC's portfolio quality is
broadly similar to that of Globalworth and NEPI.

KEY ASSUMPTIONS

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

- Rental income is modelled on an annualised rent basis.

- Rental income to fluctuate due to timing of disposals and
completed developments. On a like-for-like basis, average rent
increase of 1% per year due to CPI indexation of leases and a
gradual improvement in occupancy levels, which is partly offset by
some rent decreases on lease renewals.

- Total capex of about EUR430 million during 2024-2027.

- Cash dividend payment of EUR30 million per year during
2024-2027.

- Over EUR400 million of cash proceeds related to asset disposals
in 2024-2027.

- New debt refinanced with an all-in interest rate of 6.5%.

RATING SENSITIVITIES

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

- Net debt/EBITDA below 9.5x

- EBITDA net interest coverage above 1.7x

- Weighted average debt tenor above five years

- Unencumbered assets/unsecured debt trending towards 1.75x with no
adverse selection

- An improved operating profile with longer WALT, positive
like-for-like rental growth and a group occupancy rate above 90%

- Proportional increased exposure to higher-rated countries in the
portfolio, either through expansion or country rating upgrades

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

- Net debt/EBITDA above 10.5x

- EBITDA net interest coverage below 1.5x

- Loan-to-value above 55%

- Operating metrics deterioration including occupancy below 90%,
WALT (including tenants' earliest breaks) below three years and
like-for-like rental decline

- Unencumbered assets/unsecured debt below 1.25x

- Twelve-month liquidity score below 1.0x

- For notching down senior unsecured rating: unencumbered property
assets/unsecured debt below 1.0x

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: At end-2023, GTC's liquidity sources comprised
EUR86 million of readily available cash, including cash on escrow
account designated for possible bond buy backs. Pro-forma for a
EUR55 million secured loan arranged in 1H24, GTC's liquidity
sources amounts to EUR141 million. This covers EUR46 million of
debt maturing in the next 12 months and EUR90 million of
Fitch-estimated negative free cash flow, which includes committed
and uncommitted capex. Disposal receipts, planned but timing and
values may change, will also enhance the group's liquidity.

About EUR760 million of debt falls due in 2026, including GTC's
EUR500 million (EUR496 million outstanding) unsecured bond. As
discussed above, management has strategies in place to address this
bulk refinancing. Fitch would expect tangible plans to be in place
12-18 months before scheduled debt maturity dates.

Decreasing Unencumbered Asset Cover: The value of GTC's end-2023
EUR773 million of unencumbered income-producing investment property
results in an unencumbered investment property asset/unsecured debt
ratio of 1.2x, which is below its negative rating sensitivity of
1.25x. Fitch continues to monitor this ratio because the company's
management plans to access a mix of secured and unsecured funding.
Fitch may notch-down GTC's senior unsecured rating from the IDR
should the ratio fall below 1.0x.

ISSUER PROFILE

GTC is a property investment company that holds and develops office
and retail properties in Poland and capital cities in the CEE
region including Budapest, Bucharest, Belgrade, Zagreb and Sofia.

ESG CONSIDERATIONS

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

   Entity/Debt                  Rating         Recovery   Prior
   -----------                  ------         --------   -----
Globe Trade Centre S.A.   LT IDR BB+  Affirmed            BB+

   senior unsecured       LT     BB+  Affirmed   RR4      BB+

GTC Aurora Luxembourg
S.A.

   senior unsecured       LT     BB+  Affirmed   RR4      BB+


INPOST SA: Fitch Alters Outlook on 'BB' LongTerm IDRs to Positive
-----------------------------------------------------------------
Fitch Ratings has revised the Outlook on InPost S.A.'s Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDR) to
Positive from Stable and affirmed the IDRs at 'BB'.

The revision of the Outlook reflects its expectation that InPost's
leverage metrics will be sustained below its positive rating
sensitivity of EBITDA net leverage at 2.0x from 2024. Fitch expects
this to be supported by robust EBITDA growth, stemming from rising
volumes across all regions, improving pricing and positive free
cash flow (FCF).

The ratings reflect InPost's strong domestic position in Poland,
supported by a first-mover advantage and high growth potential in
the e-commerce market generally. They also reflect InPost's small
scale and weak, although improving, diversification relative to
large vertically-integrated peers and execution risk outside its
home market in introducing automatic parcel machine (APM)
networks.

KEY RATING DRIVERS

Falling Leverage Metrics: Fitch projects EBITDA net leverage will
decline over the rating horizon (2023: 2.3x), falling below the
positive rating sensitivity of 2.0x from 2024, as reflected in the
Positive Outlook. This will be driven by robust EBITDA growth,
buoyed by rising volumes across all regions, annual pricing
increases, and to a lesser extent, cost-efficiency gains in
international markets (UK and Italy). Fitch projects this lower
leverage will be sustained in the following years thanks to
positive FCF generation, despite a projected rise in capex.

Solid EBITDA Growth: InPost's EBITDA (after lease payment)
increased by about 40% in 2023 to PLN1,899 million, supported by
rising parcel volumes and repricing of contracts. In 2023, parcel
volumes rose by 20%, notably in the APM segment in Poland with a
16% yoy rise to 493 million. The international segment also grew,
particularly in the UK and Italy, where total volumes more than
doubled to 62.5 million. Overall favourable pricing dynamics in
Poland, the UK and Italy offset slightly declining prices in France
and contributed to an EBITDA (post lease expense) margin of 21.5%.
Fitch projects the EBITDA margin will average 20.8% in 2024-2028,
slightly below last year, reflecting softening pricing dynamics.

Price Trajectory Moderating: Fitch forecasts increased prices
across all geographies, albeit less than its assumptions last year.
In Poland, the moderation in price increases is largely due to
revised contract terms with Allegro. Under the new terms, price
indexation in 2024 is removed from inflation rates as originally
stipulated and tied to annual growth in volumes that InPost
delivers for Allegro. Consequently, Fitch expects the indexation
rate to taper from 12.8% at end-2023 to a minimum 6% throughout
2024, as volume growth escalates. In other markets, like Italy and
France, Fitch projects a relatively flat pricing trajectory with
modest increases.

Growth-oriented Strategy: Fitch believes management's strategy is
geared towards growth and market expansion and diversification,
resulting in rising capex as well as potentially an opportunistic
stance toward acquisitions. Fitch projects an increase in capex of
an average PLN1.4 billion annually in 2024-2028 from an average
PLN1 billion annually in 2021-2023.

Fitch conservatively assumes total outflows for potential
acquisitions at PLN750 million over the rating horizon, in addition
to the potential purchase of the remaining stake in Menzies. These
increases are due to planned investments in the UK and Italian
markets, combined with ambitions to expand in the Spanish market
from 2025, signalling InPost's ambitions to grow in these regions.

Menzies Acquisition: InPost acquired a 30% stake in Menzies
Distribution Group Limited, a UK logistics operator, for PLN255
million in July 2023. This has enabled InPost to enhance its
delivery volume capacity, tighten control of delivery costs and
improve service quality in the UK. InPost has an option to acquire
the remaining 70% stake in Menzies within the next 36 months: at a
fixed price in the initial 18 months, and at a price contingent on
EBITDA levels afterwards. Fitch anticipates acquisition of the
remaining stake in 2025 and assume PLN500 million for this in the
rating case.

UK Business Gaining Momentum: The performance of InPost's UK
operations improved in 2023, with adjusted EBITDA (before lease
expense) turning positive in both the third and fourth quarter.
Fitch projects that this upward trend will continue and expect the
UK business to generate positive EBITDA (before lease payments) in
2024. This is underpinned by rising parcel volumes and cost
efficiencies, accelerated by the logistics network acquired through
Menzies.

Slower Mondial Relay Transformation: Mondial Relay operations
reported EBITDA (before lease payment) of PLN326 million in 2023,
which was slightly below the previous year, falling short of its
earlier projections. The transition from pick up drop off (PUDO) to
a more cost-efficient parcel locker network is progressing, albeit
more slowly than expected. Nonetheless, Mondial Relay faces a
competitive landscape, as the markets in which it operates
experienced a 4% decline in 1Q24. Despite this market contraction,
the company managed to achieve 9% volume growth.

Fitch expects a relatively stable trend for pricing, with modest
yearly increases. Fitch believes that InPost will gradually
diversify this segment's product mix. Additionally, Fitch expects
potential cost efficiencies as the business model shifts to parcel
lockers from PUDOs, although Fitch expects this shift to be
gradual.

DERIVATION SUMMARY

Fitch assesses InPost's rating using its Generic Ratings Navigator.
Despite similarities in the nature of business, comparability with
large international logistics operators such as Deutsche Post AG
(BBB+/Positive) or La Poste (A+/Stable) is limited. This is due to
InPost's significantly smaller scale, weak international presence
and lack of service-offering diversification, which is mitigated by
its dominant position in Poland with solid record of operations in
the APM market and high profitability in comparison with peers.

KEY ASSUMPTIONS

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

- InPost's parcel volumes to continue to grow, on average 12% a
year during 2024-2028 on network expansion and growing e-commerce

- Contracts to benefit from annual repricing mechanism

- Capex (including maintenance capex) on average at PLN1.4 billion
annually over 2024-2028

- Acquisitions totaling PLN1.25 billion in 2024-2028

- Dividend pay-out at 30% of net income in 2026-2028

RATING SENSITIVITIES

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

- EBITDA net leverage below 2.0x on a sustained basis, supported by
EBITDA growth, positive FCF in line with its expectations and a
more conservative financial policy

- Successful implementation of its international expansion
strategy, supporting growth and diversification

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

Given the Positive Outlook on InPost's IDR, Fitch does not
anticipate a downgrade. However, the following could lead to
negative rating action:

- Negative FCF through the cycle due to lower operating margin,
high dividend pay-outs or new acquisitions

- EBITDA net leverage above 2.7x on a sustained basis

- EBITDA interest coverage below 3.5x

LIQUIDITY AND DEBT STRUCTURE

Healthy Liquidity: As of end-2023, InPost had unrestricted cash and
cash equivalents of PLN560 million, comfortably exceeding
short-term debt of PLN88 million. Fitch expects the company to
generate positive FCF after acquisitions and divestitures in
2024-2028, which supports liquidity. The company also has access to
a PLN800 million revolving credit facility, maturing in January
2026, of which PLN222.6 million was drawn at end-2023.

InPost has next large debt maturities coming in 2026 (PLN2.2
billion of loans) and in 2027 (PLN2.1 billion of senior unsecured
notes and PLN0.5 billion of senior secured bonds).

ISSUER PROFILE

InPost is a leading parcel delivery service in Poland, providing
package delivery services through its nationwide network of
'locker-type' APMs as well as to-door delivery and fulfilment
services. InPost's services have expanded to several other European
markets, especially France, UK and Italy, capitalising on the
growing trend of online shopping and the demand for flexible,
cost-effective delivery solutions.

ESG CONSIDERATIONS

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

   Entity/Debt            Rating            Recovery   Prior
   -----------            ------            --------   -----
InPost S.A.      LT IDR    BB      Affirmed            BB

                 LC LT IDR BB      Affirmed            BB

                 Natl LT   BBB(pol)Affirmed            BBB(pol)

   senior
   unsecured     LT        BB      Affirmed   RR4      BB




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

BBVA CONSUMER 2024-1: Fitch Assigns 'BBsf' Rating on Class D Notes
------------------------------------------------------------------
Fitch Ratings has assigned BBVA Consumer 2024-1 FT final ratings.

The final ratings on the class A, B and C notes are one notch
higher than the expected ratings and two notches higher for the
class D notes. This was driven by the lower final coupon rates
payable to the notes and the lower interest rate payable to the
swap provider than initially considered in the analysis, which
imply larger excess spread cash flow protection to the
transaction.

   Entity/Debt                Rating             Prior
   -----------                ------             -----
BBVA Consumer 2024-1 FT

   Class A ES0305796007   LT  AAsf   New Rating   AA-(EXP)sf
   Class B ES0305796015   LT  Asf    New Rating   A-(EXP)sf
   Class C ES0305796023   LT  BBB-sf New Rating   BB+(EXP)sf
   Class D ES0305796031   LT  BBsf   New Rating   B+(EXP)sf
   Class E ES0305796049   LT  NRsf   New Rating   NR(EXP)sf
   Class Z ES0305796056   LT  NRsf   New Rating   NR(EXP)sf

TRANSACTION SUMMARY

BBVA Consumer 2024-1 FT is a static securitisation of a portfolio
of fully amortising general-purpose consumer loans originated in
Spain by Banco Bilbao Vizcaya Argentaria, S.A. (BBVA;
BBB+/Stable/F2) for Spanish residents. The portfolio includes
pre-approved loans (81.9% of preliminary portfolio balance) and
non-pre-approved loans (18.1%), the former underwritten to existing
BBVA customers, mainly based on borrower credit profile and
transaction records with the lender.

KEY RATING DRIVERS

Asset Assumptions Reflect Pool Composition: Fitch calibrated
separate default rate assumptions for each product to reflect the
different performance expectations and considering BBVA's
historical data, Spain's economic outlook and the originator's
underwriting and servicing strategies. For pre-approved loans,
Fitch calibrated a 6.0% base-case lifetime default rate compared
with 3.0% for non-pre-approved loans. Fitch has assumed base-case
lifetime default and recovery rates of 5.5% and 30% on a blended
portfolio basis.

Pro Rata Amortisation: The class A to E notes will be repaid pro
rata from the first payment date unless a sequential amortisation
event occurs, mainly defined in relation to performance metrics on
the portfolio. Fitch views the switch to sequential amortisation as
unlikely during the first years after closing, given the portfolio
performance expectations compared with defined triggers. Moreover,
the tail risk posed by the pro rata paydown is mitigated by the
mandatory switch to sequential amortisation when the portfolio
balance falls below 10% of its initial balance.

Counterparty Arrangements Cap Ratings: The maximum achievable
rating on the transaction is 'AA+sf', in line with Fitch's
counterparty criteria. This is due to the minimum eligibility
rating thresholds defined for the transaction account bank (TAB) of
'A-' and for the hedge provider of 'A-' or 'F1', which are
insufficient to support 'AAAsf' ratings.

PIR Mitigated: Fitch views payment interruption risk (PIR) on the
notes in a scenario of servicing disruption as mitigated by the
liquidity protection for the class A to B notes and the minimum
rating of 'BBB' contractually defined for the portfolio servicer,
classified as an operational continuity bank. As liquidity
protection is not available for the class C and D notes, and their
interest payments are non-deferrable when they are the most senior
tranches, their maximum achievable rating is 'A+sf', in line with
Fitch's criteria.

RATING SENSITIVITIES

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

Long-term asset performance deterioration, such as increased
delinquencies or reduced portfolio yield, which could be driven by
changes in portfolio characteristics, macroeconomic conditions,
business practices or the legislative landscape.

Sensitivity to increased defaults:

Original ratings (class A/B/C/D): 'AAsf' / 'Asf'/ 'BBB-sf'/ 'BBsf'

Increase defaults by 10%: 'A+sf' / 'A-sf'/ 'BB+sf'/ 'B-Bsf'

Increase defaults by 25%: 'Asf' / 'BBB+sf'/ 'BBsf'/ 'B-sf'

Increase defaults by 50%: 'A-sf' / 'BBB-sf'/ 'BB-sf'/ 'NRsf'

Sensitivity to reduced recoveries:

Original ratings (class A/B/C/D): 'AAsf' / 'Asf'/ 'BBB-sf'/ 'BBsf'

Reduce recoveries by 10%: 'AA-sf' / 'Asf'/ 'BBB-sf'/ 'BB-sf'

Reduce recoveries by 25%: 'A+sf' / 'A-sf'/ 'BB+sf'/ 'B+sf'

Reduce recoveries by 50%: 'Asf' / 'BBB+sf'/ 'BBsf'/ 'B-sf'

Sensitivity to increased defaults and reduced recoveries:

Original ratings (class A/B/C/D): 'AAsf' / 'Asf'/ 'BBB-sf'/ 'BBsf'

Increase defaults by 10%, reduce recoveries by 10%: 'A+sf' /
'A-sf'/ 'BB+sf'/ 'B+sf'

Increase defaults by 25%, reduce recoveries by 25%: 'A-sf' /
'BBBsf'/ 'BBsf'/ 'CCCsf'

Increase defaults by 50%, reduce recoveries by 50%: 'BBBsf' /
'BB+sf'/ 'CCCsf'/ 'NRsf'

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

- For the senior notes, modified TAB and derivative provider
minimum eligibility rating thresholds compatible with 'AAAsf'
ratings as per Fitch's Structured Finance and Covered Bonds
Counterparty Rating Criteria.

- Increasing credit enhancement ratios as the transaction
deleverages to fully compensate for the credit losses and cash flow
stresses commensurate with higher rating scenarios.

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

BBVA Consumer 2024-1 FT

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

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

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

ESG CONSIDERATIONS

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



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

MERSIN INT'L PORT: S&P Upgrades ICR to 'BB-', Outlook Positive
--------------------------------------------------------------
S&P Global Ratings raised its long-term issuer and issue credit
ratings on Mersin Uluslararasi Liman Isletmeciligi A.S. (Mersin
International Port; MIP) and its senior unsecured debt to 'BB-'
from 'B+'.

The positive outlook mirrors that on the sovereign and, all else
being equal, S&P could raise its ratings on MIP if it revises up
its T&C assessment on Türkiye to 'BB' and if MIP continues to pass
our sovereign default stress test.

S&P said, "The upgrade of MIP follows our rating action on
Türkiye. On May 3, 2024, we raised our unsolicited long-term
sovereign credit ratings on Türkiye to 'B+' from 'B'. The outlook
remains positive. At the same time, we affirmed our unsolicited 'B'
short-term sovereign credit ratings. We also raised our unsolicited
national scale ratings to 'trAA-/trA-1+' from 'trA/trA-1'. Finally,
we revised our T&C assessment to 'BB-' from 'B+'.

"We rate MIP one notch above the 'B+' long-term foreign currency
sovereign rating on Türkiye because MIP passes our hypothetical
sovereign default stress test. The test includes both economic
stress and potential currency devaluation according to our "Ratings
Above The Sovereign--Corporate And Government Ratings: Methodology
And Assumptions." Under such a scenario, the company meets our
liquidity requirement--namely a ratio of sources to uses above 1x.
We believe MIP will pass our stress test on a sustainable basis,
thanks to its strong cash flow generation and prudent liability
management, with a positive track record of refinancing maturities
ahead of the 12-month timeframe. Our assessment of MIP's SACP at
'bbb-' reflects our expectation that the company will maintain
solid operating and financial performance, with S&P Global
Ratings-adjusted debt to EBITDA of 2.0x-2.5x, coupled with adjusted
funds from operations (FFO) to debt of more than 30% on a
three-year weighted-average basis.

"However, we cap our long-term foreign currency rating on MIP at
the level of our 'BB-' T&C assessment on Turkiye. Even though most
of MIP's cash position is held in U.S. dollars and kept in offshore
accounts, with 60% of revenue collected in U.S. dollars and the
remainder in Turkish lira and converted to hard currency, revenue
is collected in onshore accounts. This exposes MIP to Türkiye's
monetary, financial, and economic policies. These policies could
lead to obstacles in repatriating export proceeds and converting
them to local currency, restrict MIP's access to foreign currency
and stop the port converting local revenues to hard currency, and
limit money withdrawal to service foreign senior debt. Furthermore,
nearly one-half of the business comes from import volumes, which
are intrinsically linked to the industrialized cities surrounding
MIP and reliant on domestic trends and dynamics.

"The positive outlook on our long-term issuer credit rating on MIP
reflects that on Türkiye, as well as the likelihood that we would
raise the ratings on MIP by one notch if we revise up our T&C
assessment on Türkiye.

"We could revise the outlook back to stable if we revise the
sovereign outlook.

"Although it would not affect the rating and is unlikely in this
point in time, we could also revise the SACP downward if FFO to
debt deteriorated below 30% and debt to EBITDA rises above 3x over
a prolonged period. This could, for instance, occur in the absence
of a sufficiently credit-supportive dividend policy during the
2024-2026 expansionary capital expenditure (capex) period."


TURK TELEKOM: S&P Raised ICR to 'BB-' on Successful Bonds Issuance
------------------------------------------------------------------
S&P Global Ratings raised to 'BB-' from 'B+' the long-term issuer
credit rating on Turk Telekom and the issue rating on the senior
unsecured debt. S&P also assigned 'BB-' issue rating to the
company's $500 million sustainable notes due in May 2029.

The outlook on S&P's long-term issuer credit rating on Turk Telekom
is positive, in line with the outlook on Turkiye.

The upgrade of Turk Telekom follows the recent successful issuance
of US$500 million sustainable notes. On May 20, 2024, Turk Telekom
successfully placed US$500 million sustainable notes with five-year
maturity. This issuance, along with recently signed committed lines
totaling equivalent to about $455 million, has strengthened the
company's liquidity position and extend its weighted-average debt
maturity profile. Now we anticipate the ratio of liquidity sources
to uses will be sustainably above 1.2x over the next 12-24 months.
Based on the current liquidity position, the company passes our
hypothetical sovereign default stress test that assumes, among
other factors, a 50% devaluation of the Turkish lira against hard
currencies and a 20% decline in EBITDA. Still, S&P will cap the
rating at its 'BB-' T&C assessment on Turkiye because Turk Telekom
generates an overwhelming majority of its cash flow in the
country.

S&P said, "The positive outlook on Turk Telekom reflects our
positive outlook on Turkiye and our expectation of the company's
continued solid operating performance. Our current assessment of
the stand-alone credit profile (SACP) reflects our expectation that
the S&P Global Ratings' weighted average adjusted debt-to-EBITDA
ratio will return to 1.5x or below in 2024 and that FOCF to debt
will gradually expand toward 10%."

Downside scenario

S&P could revise the outlook to stable if it took the same rating
action on the sovereign.

Upside scenario

S&P could raise its rating on Turk Telekom if it revised upward our
T&C assessment on Turkiye to 'BB' and if Turk Telekom continued
passed its hypothetical sovereign default stress test.




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

ADEN & ANAIS: Goes Into Administration
--------------------------------------
Business Sale reports that Aden & Anais Limited, a London-based
designer, manufacturer and wholesaler of baby products and
clothing, fell into administration last week, with Mark Bowen of MB
Insolvency appointed as administrator.

The company was acquired by private equity firm Transom in 2023.

According to Business Sale, in its accounts for the year to
December 31, 2023, its fixed assets were valued at GBP125,559 and
current assets at GBP4.4 million.  However, its debts left it with
net liabilities amounting to GBP2.4 million, Business Sale
discloses.


EVOKE PLC: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has assigned 888 Acquisitions Limited's GBP400
million notes due in 2030 a final rating of 'BB-' with a Recovery
Rating of 'RR3'. The notes rank equally with existing senior
secured debt and extend the maturity profile of evoke plc
(previously known as 888 Holdings PLC). The proceeds from the new
debt issue were used to repay existing borrowings. The ratings of
evoke and debt issued by its subsidiaries have also been affirmed.


The business profile of evoke is commensurate with a higher rating
than its 'B+' Issuer Default Rating (IDR), including a strong brand
portfolio, an omnichannel presence in its UK core market, as well
as some geographical diversification. It is offset by weaker
profitability and higher EBITDAR net leverage than its closest
peers' - of around 6.0x in 2024 before trending to below 5.5x by
2026 - and, consequently, a higher interest burden that limits free
cash flow (FCF) generation.

The Stable Outlook reflects limited risk of a revenue decline after
structural changes to customer composition both in the UK and
international segments, and its forecast of low single-digit
positive FCF margins starting from 2025. It also assumes strict
budget discipline and a conservative financial policy with no
dividends or debt-funded acquisitions, as evoke focuses on
deleveraging by 2026.

KEY RATING DRIVERS

Leverage-Neutral Maturity Extension: Fitch views the senior secured
issue as rating-neutral, as it did not affect the total debt
quantum. The placement has reduced debt concentration and extended
the debt maturity profile, with the new GBP400 million notes
maturing in 2030, roughly 22 months after the maturity of evoke's
refinanced term loan. As a result, 2028 debt maturity concentration
is reduced to below 50% from around 70%.

Change in Revenue Evolution Forecast: evoke's 1Q trading results
were in line with its recently revised 2024 revenue growth forecast
that assumes an increase of less than 1%, with a soft UK market
offsetting growth internationally. The group's revised assumptions
of profitability of its US B2C operations and consequent decision
to exit the market will negatively affect medium-to-long term
revenue growth opportunities and reduce business diversification,
but should also benefit EBITDA in 2024.

Recreational Players Hitting Profitability: evoke's increasing
focus on a recreational player base provides higher visibility of
revenues over the long term as this revenue is less likely to be
hit by regulatory policies. However, Fitch views higher-spending
players as yielding higher profitability and Fitch therefore
believes that shifting to a more recreational-based structure of
active players will likely lead to lower profitability, partially
offsetting the synergies achieved with the acquisition of William
Hill. Its forecast assumes that the EBITDAR margin will reach 19.2%
in 2024 after 18.0% in 2023, and improve further to around 20% by
2026.

Slower Deleveraging, No Leverage Headroom: Its recently revised
revenue and profitability forecasts assume slower deleveraging,
with fully exhausted leverage headroom. EBITDAR leverage exceeded
6.0x in 2023, and Fitch expects it to remain marginally below that
level in 2024 and 2025 before dropping below 5.5x in 2026. Also,
further deleveraging is contingent on evoke's ability to deliver
its cost-optimisation programme and value-enhancing initiatives,
which entail execution risk. Absence of visibility on deleveraging
in combination with the prospect of persistently negative FCF will
put evoke's ratings under pressure.

Low Fixed Charge Cover (FCC): Fitch's rating case forecasts FCC to
remain around 1.7x in 2024 and 2025, driven by a high interest
burden and sizeable lease expense. This limits available cash flows
to support growing operations and capex that partly consists of
less discretionary labour costs related to software development.
Fitch forecasts FCC to improve to 2.0x by 2027 on organic EBITDAR
growth and lower variable interest payments under Fitch's rating
case.

Recent Corporate Governance Record: "Know your client" procedure
failures that led to a VIP account freeze in early 2023,
unanticipated top management changes and minority shareholder
suitability concerns from the UK regulator, underline its view of
recent corporate governance events as negative for the rating. High
regulatory scrutiny on the gaming business means corporate
governance issues could lead to higher regulatory risks.

At the same time, Fitch acknowledges evoke's cooperation with
regulators and the self-reported nature of some incidents in its
international markets, as well as the conclusion of UK Gambling
Commission license review with no impact or license conditions on
the group.

Risk of Less Regulated Markets: Despite receiving 95% of revenue
from locally regulated or taxed markets, evoke continues to rely on
growth in its 'Optimise' markets, some of which are not fully
regulated. Their higher profitability may provide a boost to
margins while brand perception may improve should these markets
become regulated. However, they also have higher volatility of
revenues and profits over the medium term, including extreme cases
of part-or-full market closures or legal challenges and claims.

DERIVATION SUMMARY

evoke's business profile is weaker than that of Flutter
Entertainment Plc's (Flutter, BBB-/Stable) and Entain Plc's
(BB/Stable), as its similar portfolio of strong brands is offset by
its smaller scale and slightly weaker geographical diversification
with no sizeable US presence. Fitch also projects evoke to have
higher leverage and lower profitability over 2024-2025, which
translates into its rating differentials with Flutter and Entain.

All three entities have high exposure to the UK market and are
vulnerable to regulatory risk, which is factored into their
ratings. Of these three, evoke has the highest exposure to the UK
and highest share of online gaming revenues, making it more
vulnerable to adverse regulations.

Post-William Hill acquisition, evoke is also more leveraged than
Allwyn International a.s. (BB-/Stable). Its organic growth
potential of online gaming and betting is offset by higher
regulatory risk than Allwyn's lottery business. Allwyn's strong FCF
generation and lower leverage translate into a one-notch rating
differential, which is only partially mitigated by a more
aggressive forecast financial policy and a more complex group
structure.

KEY ASSUMPTIONS

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

- Flat revenue in 2024, followed by low single-digit growth in
2025-2027

- EBITDAR margin improving to around 19% in 2024 from 18% in 2023,
and to 20% in 2026-2027, driven by cost optimisation and savings

- Non-recurring expenses of around GBP100 million in 2024-2025

- Capex at around 4.2% of revenues to 2027

- No dividends in 2024-2027

RECOVERY ANALYSIS

Fitch assumes that evoke would be considered a going-concern (GC)
in bankruptcy and that it would be reorganised rather than
liquidated.

The GC EBITDA estimate reflects its view of a sustainable,
post-reorganisation EBITDA level on which Fitch bases the
enterprise valuation (EV). In its bespoke GC recovery analysis,
Fitch considered an estimated post-restructuring EBITDA available
to creditors of about GBP220 million.

Fitch applied a distressed EV/EBITDA multiple of 6x, within the
higher range of multiples Fitch uses for the corporate portfolio
outside of the US. In its view, the high intangible value of
evoke's brands and historical multiples of B2C brand acquisitions,
including William Hill International, support an above-average
multiple. This multiple is higher than the 5.0x one Fitch uses for
Inspired Entertainment, Inc (B/Stable) and 5.5x Fitch uses for
Meuse Bidco SA (B+/Stable).

As per its criteria, evoke's GBP13 million operating company debt
ranks ahead of all holding company debt of GBP1,947 million
including senior secured debt and upsized GBP200 million senior
secured revolving credit facility (RCF), assumed fully drawn at
default.

After deducting 10% for administrative claims, its principal
waterfall analysis generated a ranked recovery in the 'RR3' band,
indicating a 'BB-' instrument rating. The waterfall analysis output
percentage on current metrics and assumptions is 60% for the term
loans and senior secured notes, including the latest debt issue,
resulting in a 'BB-'/'RR3' rating for the senior secured debt of
888 Acquisitions Limited and 888 Acquisitions LLC.

RATING SENSITIVITIES

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

- EBITDAR margin maintained at above 15%

- Sustained low single-digit FCF margins after dividends

- Adjusted net debt/EBITDAR trending below 4.5x

- EBITDAR FCC above 2.0x on a sustained basis

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

- Consistent revenue decline due to loss of market shares in core
markets or regulatory pressures

- EBITDAR margin below 12% due to increased regulatory pressure or
operating underperformance

- Negative FCF after dividends

- Adjusted net debt/EBITDAR above 5.5x on a sustained basis

- EBITDAR FCC below 1.6x on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity, Concentrated Maturities: As of 31 December
2023, evoke had sufficient liquidity with Fitch-calculated readily
available cash of around GBP68 million (excluding GBP128 million
customer deposit balances and GBP60 million adjustment for
working-capital swings) and a fully undrawn GBP200 million RCF.

Extended Debt Maturity Profile: The refinancing has improved
evoke's debt maturity profile with with all debt except for its
GBP11 million legacy William Hill International bonds maturing
between 2027 and 2030.

ISSUER PROFILE

Gibraltar-based evoke is a global online gaming and sports betting
operator focused on casino and poker, with retail operations in the
UK.

ESG CONSIDERATIONS

Evoke has an ESG Relevance Score of '4' for Customer Welfare - Fair
Messaging, Privacy & Data Security due to increasing regulatory
scrutiny of the sector, particularly in the UK, greater awareness
around social implications of gaming addiction and an increasing
focus on responsible gaming. Although Fitch has reflected in its
ratings conservative assumptions on UK online sales and
profitability, ahead of the UK Online Gambling Review, more
punitive legislation than envisaged could put ratings under
pressure, given evoke's high leverage. This has a negative impact
on the credit profile, and is relevant to the ratings in
conjunction with other factors.

Evoke has an ESG Relevance Score of '4' for Governance Structure-
Board Independence and Effectiveness, Ownership Concentration due
to recent unanticipated top management rotations, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors. The regulator's recent
concerns over the suitability of one of its minority shareholders
have resulted in a license review that concluded with no license
conditions, remedies or penalties imposed on evoke.

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
   -----------            ------          --------   -----
888 Acquisitions Limited

   senior secured   LT     BB- Affirmed      RR3     BB-

   senior secured   LT     BB- New Rating    RR3     BB-(EXP)

evoke plc           LT IDR B+  Affirmed              B+

888 Acquisitions LLC

   senior secured   LT     BB- Affirmed      RR3     BB-


FLOAT CAPITAL: Collapses Into Administration
--------------------------------------------
Business Sale reports that Float Capital Limited, a peer-to-peer
asset protocol, fell into administration earlier this month, with
the Gazette confirming the appointment of Ben Woodthorpe and Mark
Supperstone of ReSolve Advisory as joint administrators last week.

According to Business Sale, in the company's accounts for the year
to June 30 2022, it reported turnover of GBP1.56 million, up from
GBP1.34 million a year earlier.  However, its post-tax profits fell
sharply from GBP696,587 to GBP38,829.  At the time, its net current
assets were valued at GBP12.3 million, but debts left it with total
net assets of just GBP18,891, Business Sale discloses.


GARTHORPE PLANT: Collapses Into Administration
----------------------------------------------
Business Sale reports that Garthorpe Plant Limited, a Melton
Mowbray-based firm that rents and leases agricultural machinery,
fell into administration last week, appointing David Kemp and
Richard Hunt of SFP Restructuring as joint administrators.

According to Business Sale, in its accounts for the year to
February 28, 2023, the company's fixed assets were valued at GBP2.9
million and current assets at close to GBP940,000.  Its net assets
at the time amounted to GBP142,493, Business Sale discloses.


HEATHROW FINANCE: Fitch Affirms 'BB+' Rating on High Yield Notes
----------------------------------------------------------------
Fitch Ratings has affirmed Heathrow Funding Limited's class A bonds
at 'A-' and class B bonds at 'BBB'. Fitch has also affirmed
Heathrow Finance plc's outstanding high-yield (HY) notes at 'BB+'.
The Outlooks are Stable.

RATING RATIONALE

The affirmation and Stable Outlook reflect Heathrow's high asset
quality and its strong traffic recovery, finalisation of the tariff
framework in 2022-2026 regulatory period and normalisation of group
operations. As a result, Heathrow's leverage profile will remain
consistent with the ratings under Fitch rating case (FRC). For the
HY notes, it also reflects the release of locked-up distribution at
Heathrow (SP) Limited (opco), which allows payments to Heathrow
Finance plc (holdco) to support HY notes servicing.

The HY notes have a 'Midrange' debt structure, but are rated lower
due to their deep structural subordination to the class A and B
notes.

KEY RATING DRIVERS

Volume Risk - 'Stronger'

Large Hub with Resilient Traffic

Heathrow is a large hub airport serving a strong origin and
destination (O&D) market within a wealthy catchment area. Its
traffic demonstrated strong resilience to economic downturns with
peak-to-trough decline of only 4.4% through the 2008 economic
crisis. This reflects the attractiveness of London as a world
business centre; the role of Heathrow as a primary hub offering
strong yield for its resident airlines; the location and
connectivity of Heathrow with the well-off western and central
districts of the city; and unsatisfied demand as underlined by
capacity constraint, which also helps absorb shocks.

Price Risk - 'Midrange'

Regulated and Inflation-Linked

Heathrow is subject to economic regulation, with a price cap
calculated under a single till methodology. The price cap, set by
the Civil Aviation Authority (CAA), is established to offset
Heathrow's significant market power and is highly sensitive to the
assumptions made by the regulator on cost of capital, traffic
forecast and operational efficiency. The regulatory process that
leads to the cap determination is transparent but creates material
uncertainty each time it is reset. The final regulatory framework
for 2022-2026 (H7) is in line with its previous assumptions.

Infrastructure Development/Renewal - 'Stronger'

Sufficient Medium-Term Capacity

Heathrow has maintained and developed its infrastructure to a high
level. Medium-term capacity growth of terminal and runway can be
achieved with focused incremental projects. Heathrow has
predictable maintenance capex requirements while growth capex is
mostly uncommitted and flexible. Obsolescence risk is minimised
through its competitive position in the area and its role as a
global hub.

Heathrow has a record of delivering capex projects with market
funding. The regulator's mandate to ensure financeability of capex
in addition to affordability to end-users is supportive, despite
some uncertainty on timing and price-recovery of the investment.
Heathrow postponed almost all investments on the third runway
expansion beyond 2026, removing from H7 the uncertainty relating to
the approval, planning, funding and execution of this project.
However, this project will be essential to remove capacity
constraints in the long run.

Debt Structure - 'Midrange' (Class A, B and HY)

Refinancing Risk Mitigated

The class A debt benefits from its seniority, security, and
protective debt structure (ring-fencing of all cash flows and a set
of covenants limiting leverage). It is exposed to some
floating-rate risk, with at least 75% being fixed, in addition to
some refinance risk, which is mitigated by Heathrow's strong
capital market access, due to an established multi-currency debt
platform and the use of diverse maturities. The class B notes
benefit from many of the strong structural features of the class A
notes. The HY notes are rated lower for their deep structural
subordination to the class A and B notes.

Rating Approach for HY Notes

Fitch notches the HY notes' rating down from the consolidated group
profile, which includes holdco, opco and opco's subsidiaries.
Holdco's full ownership of and dependency on the group, underlined
by the one-way cross-default provision with the group as well as
holdco's covenants tested at the consolidated level, drive the
consolidated approach.

Fitch assesses the group's consolidated rating at 'BBB' and apply a
two-notch downward adjustment to arrive at holdco's HY notes' 'BB+'
rating. The two-notch difference reflects the ring-fencing
structure in place at Heathrow Funding PLC, which may restrict
distributions to holdco level, but also the existing buffer against
the lock-up levels, as well as the security available to HY
noteholders and the liquidity buffer available at Heathrow Finance
Plc.

Financial Profile

Under the Fitch base case (FBC) and Fitch rating case (FRC),
projected net debt/EBITDA in 2024-2028 averages 7.5x, 8.6x and 9.8x
for the class A notes, class B notes and HY notes, respectively.
This supports the Stable Outlooks.

PEER GROUP

Heathrow is one of the most robust assets in the sector.
Historically, it has higher leverage than its European peers,
albeit with a much better debt structure for senior debt.
Heathrow's closest peers are Aeroports de Paris S.A. (ADP;
BBB+/Stable) in terms of hub status in EMEA and Gatwick Funding
Limited (BBB+/Stable) and Manchester Airport Group Funding PLC
(MAG, BBB+/Stable) in terms of catchment area.

Compared with ADP's senior unsecured debt, Heathrow's class A and B
notes have stronger and more protective features, which explain
Heathrow's higher debt capacity for any given rating. Compared with
Gatwick and MAG, Heathrow's bonds benefit from a stronger revenue
risk profile, justifying the rating differentials.

Heathrow's class B is a notch below Gatwick's and MAG's as
Heathrow's stronger operations are offset by higher leverage. The
HY notes at Heathrow Finance plc have a lower rating due to deep
structural subordination and high leverage among peers.

RATING SENSITIVITIES

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

- Class A notes: projected Fitch net debt/EBITDA above 8.0x on a
sustained basis

- Class B notes: projected Fitch net debt/EBITDA above 9.0x on a
sustained basis

- HY notes: projected Fitch net debt/EBITDA above 10.0x on a
sustained basis at consolidated group level or Heathrow Funding
entering dividend lock-up with insufficient liquidity at Heathrow
Finance level

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

- Class A notes: projected Fitch net debt/EBITDA below 7.0x on a
sustained basis

- Class B notes: projected Fitch net debt/EBITDA below 8.0x on a
sustained basis

- HY notes: projected Fitch net debt/EBITDA below 9.0x on a
sustained basis at consolidated group level provided Heathrow
Finance maintains adequate liquidity and no dividend lock-up is
triggered at Heathrow Funding

TRANSACTION SUMMARY

The transaction is Heathrow's ring-fenced financing. The class A
and B bonds are structured, secured and covenanted senior debt. The
HY bonds are structurally subordinated.

CREDIT UPDATE

Operational Performance

Heathrow's traffic recovery reached 98% in 2023 and 102% in 1Q24,
in line with the European peers'. This was supported by North
America and Europe volumes. New York maintained its position as the
most popular destination. Latin America, Africa and Asia Pacific
also showed strong growth, in particular the Asia Pacific region,
considering that China's borders only reopened in 2023. Aircraft
operated with slightly higher seats and higher load factors.

Business traffic remains below pre-pandemic levels. During 1Q24,
business travel reached 27% of overall traffic, compared with 32%
in the same period pre-pandemic.

Regulatory Update

The final decision on the tariff framework for 2022-2026 presented
by the regulator in March 2023 was challenged by both air carriers
and Heathrow. This required arbitration of Competition and Markets
Authority (CMA). The final price cap per passenger decreases around
GBP1.5 and GBP1.6 in 2025 and 2026, respectively. In Fitch's
opinion this decision is credit-negative for the airport but
largely in line with its expectations and included in the ratings.

Liquidity

Heathrow maintained strong liquidity throughout the pandemic. It
also retained strong market access. In 1Q24 Heathrow placed GBP350
million class B notes and GBP400 million HY notes. Fitch expects
management to scale down liquidity from pandemic to normalised
levels, therefore Fitch forecasts decrease in available cash.

As of 1Q24, cash and term deposits available to class A and B notes
were GBP1.9 billion, which add to undrawn liquidity facilities of
GBP1.4 billion. This would be sufficient to cover debt maturities
until end-2026 under the FRC. Another GBP0.5 billion cash available
at Heathrow Finance would itself be enough to service debt until
end-2025, while Heathrow (SP) Limited can also upstream cash to
support holdco's liquidity as needed.

FINANCIAL ANALYSIS

Under the FRC, Fitch assumes traffic in 2024 to recover to 100% of
2019 levels and then grow at a multiple of blended GDP growth (90%
world's GDP and 10% UK's). Aero-yield is assumed as per the final
price cap after CMA ruling in 2024-2026 and flat in real terms in
2027-2028. Non-aero yield grows at inflation rate. As a result,
Fitch forecasts EBITDA at around GBP1.8 billion in 2024, increasing
to GBP2.0 billion in 2028, compared with GBP1.9 billion in 2019.

Almost all investments related to the third runway expansion has
been deferred to beyond H7, meaning capex assumed under the Fitch
cases is more focused on maintenance and medium-term capacity
expansion within current assets. Fitch expects dividend payments to
ultimate shareholders within the forecast period, which Fitch
assumes will be subject to maintaining the current ratings on the
class A and B notes.

Summary of Financial Adjustments

Finance and operating leases are removed from financial
liabilities. Lease expenses are captured as an operating expense,
reducing EBITDA.

ESG CONSIDERATIONS

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

   Entity/Debt               Rating           Prior
   -----------               ------           -----
Heathrow Finance plc

   Heathrow Finance
   plc/Airport
   Revenues –
   Subordinate/2 LT      LT BB+  Affirmed     BB+

Heathrow Funding
Limited

   Heathrow Finance
   plc/Airport
   Revenues - Senior
   Secured Debt/1 LT     LT A-   Affirmed     A-

   Heathrow Finance
   plc/Airport
   Revenues - Junior
   Secured Debt/2 LT     LT BBB  Affirmed     BBB

   Heathrow Finance
   plc/Airport
   Revenues - Junior
   Secured Debt/2        LT BBB  Affirmed     BBB


ISLAND POKE: Mulls Company Voluntary Arrangement
------------------------------------------------
GlobalData reports that Island Poke, a London-based restaurant
chain, is planning a Company Voluntary Arrangement (CVA) to tackle
financial difficulties stemming from Covid-related debt.

The brand, known for its healthy poké offerings, has sought the
assistance of restructuring firm Begbies Traynor to facilitate the
restructuring process of the business,
GlobalData relays, citing City A.M.

A CVA is a kind of insolvency process that allows companies to
settle debts over a fixed time period.

According to GlobalData, an Island Poke spokesperson stated to The
Caterer, "We continue to strongly believe in the business. The core
is profitable but has been saddled with a large amount of Covid
debt.

"The CVA proposal will strengthen the company and allow us to focus
on providing fresh, healthy poké to our customers."

Founded in 2016 by James Porter, Island Poke filled a niche in the
London lunch market with its focus on healthier options.  The brand
has since expanded from street food markets to 16 London sites, one
in Brighton, and ten international locations in France.

City AM reported that Begbies Traynor submitted a CVA application
to the High Court on May 22, GlobalData notes.


OFFSHORE DESIGN: Falls Into Administration
------------------------------------------
Business Sale reports that Offshore Design Engineering Limited,
which trades as DORIS UK, is an offshore engineering consultancy
based in London.

The company fell into administration last week, appointing Matthew
Whitchurch and Jonathan Dunn of FRP Advisory as joint
administrators, Business Sale relates.

In its accounts for the year to December 31, 2022, the company
reported turnover of GBP19.1 million, down from GBP29.4 million a
year earlier, and fell from a post-tax profit of GBP633,700 in 2021
to a loss of GBP2.27 million, Business Sale discloses.

At the time, its fixed assets were valued at GBP464,197 and current
assets at GBP9.1 million, with total equity standing at GBP2.7
million, Business Sale states.


PREMIER CUSTOM: Enters Administration
-------------------------------------
Business Sale reports that Premier Custom Build Limited, a housing
construction firm based in Dalkeith, fell into administration last
week, with the Gazette reporting the appointment of Donald McNaught
and Graeme Bain of Johnston Carmichael as joint administrators on
May 28.

According to Business Sale, in the company's accounts for the year
to October 31, 2022, its current assets were valued at GBP1.27
million.  However, it owed creditors almost exactly this amount,
leaving it with net assets totalling just GBP2, Premier Custom
discloses.


RUSSELL DUCTILE: Goes Into Administration
-----------------------------------------
Business Sale reports that Russell Ductile Castings Limited, a
Walsall-based iron castings firm and a subsidiary of the Chamberlin
group, fell into administration last week, appointing Rajnesh
Mittal and Benjamin Jones of FRP Advisory as joint administrators.

In its report for the year to May 31, 2023, the company reported
turnover of GBP10 million, up from GBP7.9 million a year earlier,
but saw its post-tax profits drop from close to GBP1.1 million to
GBP659,252, Business Sale discloses.

At the time, its fixed assets were valued at GBP1.89 million and
current assets at GBP5.8 million, with net assets standing at close
to GBP2.3 million, Business Sale notes.


THG PLC: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on U.K.-based online retailer THG PLC and its 'B-' issue rating on
the group's EUR600 million term loan B, which is due in December
2026. The '3' recovery rating is unchanged, reflecting our
expectation of meaningful recovery prospects (rounded estimate:
50%) in the event of a payment default.

The stable outlook indicates that the group is likely to focus on
improving its profit margins as demand from its core markets, such
as the U.K. and the U.S., gains pace. The outlook also incorporates
S&P's view that the group will proactively address its upcoming
debt maturities, refinancing at least 12 months before its RCF
matures in May 2026.

S&P said, "Profitability at THG has improved, but by less than we
previously forecast. The largest margin improvement was in the
nutrition business, where adjusted EBITDA, as reported by THG,
improved to 13.5% in 2023 from 7.8% in 2022. Whey protein prices,
which had been a drag on profitability in the segment for the past
two years, have normalized. Overall group margins were supported by
a number of the measures taken by THG, including exiting noncore
segments, reducing employee headcount, and increasing automation in
its warehouses. Within the beauty business, THG reduced its
exposure to certain geographies because the cost of fulfilling
orders there was not profitable enough. Although this caused a drop
in the number of active customers--to 8.6 million in 2023 from 8.8
million in 2022--the move improved segment profitability (based on
THG's own adjusted EBITDA margin) by about 100 basis points to 3.8%
from 2.7%. Overall, company-adjusted EBITDA of GBP114 million in
2023 was about GBP20 million lower than we previously expected
(GBP135 million). S&P Global Ratings-adjusted EBITDA for THG was
about GBP85.1 million, after deducting exceptional costs and our
adjustment of capitalized development costs from the company's
adjusted EBITDA figure. We attribute some of the underperformance
to the delay in the onboarding of new Ingenuity clients and the
negative impact of manufacturing beauty destocking in the first
half of 2023; this has since reversed."

Offline channels have significant growth potential for THG's
nutrition business. The Myprotein brand has achieved high brand
awareness and customer loyalty, which has enabled THG to attract
licensing deals in complementary product lines that it would not
otherwise have invested in. Following its licensing deal with
Iceland, Myprotein-branded products in Iceland stores exceeded
expectations by achieving a gross merchandise value of GBP28
million in 2023. Of this, THG will recognize only the royalty
income. The deal therefore gives it a high contribution margin,
with no direct costs associated. THG is currently introducing a new
logo and redesigned packaging for the Myprotein brand, to further
strengthen its retail presence. It aims to expand to about 20,000
U.K. stores by the end of 2024, from the current 2,000. Management
intends to retain the focus on a direct-to-consumer model for the
nutrition business, but emphasized that the offline channel helps
to increase overall penetration within the health and wellness
segment. In markets like the U.S. and Australia, a retail presence
is essential to achieving higher brand awareness and expanding the
direct-to-consumer model.

The group is looking for potential capital transactions that could
enhance its financial flexibility as it prepares to refinance its
EUR600 million term loan B. THG completed the separation of its
divisions and discontinued its noncore operations during 2023. As
part of this strategy, first announced in 2021, THG clearly
identified each division's assets and cash flows. The move aligns
with the board's goal of enabling each business unit to grow and to
attract capital separately. S&P understands that THG aims to either
bring specific partners on board, or publicly list certain
businesses, while ensuring that it retains majority control. The
strategy could involve recalibrating the amount of debt within the
group, or even recapitalizing it.

S&P said, "We expect working capital to boost the group's cash flow
in 2024.THG had taken a conservative approach to stockholding
because of the excess demand created by the pandemic restrictions
and had also gained additional stock from the inventories of
acquired businesses. The reversal of these temporarily high
inventory levels and the introduction of new warehousing solutions
contributed to stronger-than-expected working capital performance
in 2023. We anticipate that stock management will remain a positive
factor during in 2024, although the effect will be less pronounced.
That said, the receivables built up on account of rolling out stock
to approximately 20,000 retail stores by the end of 2024 could
increase working capital consumption."

Despite comprehensive corporate governance and other reforms at
THG, it is still exposed to very high key person risk, given the
dominant role of the CEO, Matthew Moulding. In June 2023, the group
cancelled Mr. Moulding's special shares, which had given him
special veto rights. S&P said, "In our view, this marked a
significant improvement in governance. Combined with other
improvements, such as enhanced disclosure controls, we now see
governance as less of a risk than it was in the past." The chair,
and leader, of THG's board is an independent director and the group
appointed two additional independent directors in 2023. The board
currently consists of nine members, five of whom are independent
directors. In addition, related party transactions, such as those
with Propco, which is owned by Mr. Moulding, are regularly reviewed
by an independent committee and are conducted at arm's length.

The stable outlook indicates that profit margins at THG are likely
to improve as demand from its core markets, such as the U.K. and
the U.S., gains pace. It will also benefit from the discontinuance
of less-profitable noncore operations and the easing of margin
pressures in the manufacturing beauty segment. Over the next 12
months, we expect the group to enhance its financial flexibility by
securing fresh cash injections by raising capital at the divisional
level. Specifically, S&P expects it to address its upcoming debt
maturities, proactively refinancing them at least 12 months before
its RCF matures in May 2026.

S&P could lower the rating if THG's operating performance fail to
improve in line with its current forecast, so that FOCF after
leases remains negative, efforts to renew the group's RCF and
refinance the term loan B are hampered, or liquidity is
constrained. This could occur if:

-- Revenue does not grow as anticipated because its beauty and
nutrition segments see a continued decline in the number of active
customers or number of transactions in its core markets; or

-- Profitability seems unlikely to show strong improvements
because costs rise following adverse currency movements or the
dilutive effect of expanding retail sales; or

-- Bringing in new minority investors takes longer than expected,
heightening refinancing risk or tightening liquidity.

S&P could consider raising the rating if THG:

-- Substantially strengthens its balance sheet and liquidity by
raising equity or through asset sales, and sustainably reduces S&P
Global Ratings-adjusted leverage below 6.0x;

-- Demonstrates that it can maintain organic revenue growth,
despite weakening economic conditions, while improving its S&P
Global Ratings-adjusted operating margins toward 9%; and

-- Maintains adequate liquidity (including addressing the
refinancing of its EUR600 million term loan B) and generates
positive FOCF after lease payments.


VICTORIA PLC: Fitch Lowers LongTerm IDR to 'B+', Outlook Stable
---------------------------------------------------------------
Fitch Ratings has downgraded Victoria PLC's Long-Term Issuer
Default Rating (IDR) to 'B+' from 'BB-'and senior secured notes to
'BB' from 'BB+' with a Recovery Rating of 'RR2'.

The downgrade reflects the significant deviation of Victoria's
financial profile from its previous expectations and credit metrics
outside the previous negative sensitivities. This was a result of
weaker EBITDA generation resulting largely from lower ceramic tile
segment volumes coupled with changes in the product mix for the
soft flooring segment.

Fitch forecasts overall demand to pick up from October 2024, albeit
at low single-digit revenue growth, resulting in a longer
deleveraging profile, with EBITDA generation below its previous
expectations. The Stable Outlook is underpinned by adequate
leverage headroom, coupled with its expectation of demand revival
leading to improved margins for the financial year ending April
2026 (FY26).

The 'B+' rating is supported by a strong business profile with the
group benefiting from a good market position and diversification
with strong customer relationships. Despite a delay in deleveraging
compared with Fitch's previous expectations, the group's strong
working-capital management together with limited acquisition plans
and shareholder remuneration are likely to result in positive free
cash flow (FCF) generation aiding deleveraging from FY26 onwards.

KEY RATING DRIVERS

Delayed Deleveraging: Fitch forecasts Victoria's EBITDA gross and
net leverage to remain high at 5.1x and 4.5x, respectively, for
FY24, which is higher than its previous forecasts. Its revised
leverage metrics remain outside its previous sensitivities for a
sustained period, with EBITDA gross and net leverage to only reduce
below 4.0x and 3.5x respectively, in FY26. The delay in
deleveraging is due to weaker EBITDA generation arising from
persistent softening in demand in the high margin-generative
ceramic tile segment across various geographies impacting
Victoria's overall operational performance.

EBITDA Generation Constrained: Fitch forecasts Victoria's EBITDA
margin at 11.7%-11.8% for FY24-25, compared with its previous
estimates of 12-14%. Together with more moderate revenue growth,
this results in materially lower absolute EBITDA generation for
FY24-FY27. The impact on EBITDA is largely due to a slump in demand
as the inflationary environment impacts consumer purchasing power.
A change in the product mix in the soft flooring segment also had
an impact on prices, resulting in lower revenue generation and
profitability than Fitch's earlier expectations for FY24. Fitch now
expects Victoria's EBITDA margins to reach around 13% for
FY26-FY27.

Neutral to Positive FCF: Fitch forecasts neutral FCF in FY24-25 as
it is significantly affected by higher one-off exceptional costs
and lower EBITDA generation. Fitch expects capex to remain around
5%-5.5% of overall revenue across the rating horizon. Fitch expects
that a combination of working-capital improvement, together with
limited acquisitions and no dividends, should result in sustained
positive FCF for FY26-FY27.

Successful Integration of Acquisitions: Victoria's revenue had a
CAGR of about 50% for FY22-FY23, mostly driven by acquisitions.
Fitch believes Victoria has successfully completed integrating its
acquisitions by end-FY24 and does not forecast any material
exceptional or one-off restructuring costs for FY25-27. Its base
case factors in only limited acquisitions in the next three to four
years, and assumes that Victoria will generate operational
synergies from FY26, contributing to improving EBITDA generation.

Low Customer Concentration, Strong Brand: Victoria's customer base
is diversified, largely comprising small independent retailers and
with limited exposure to third-party distributors. This limits
customer concentration, with the top 10 representing less than 20%
of sales in FY24, providing Victoria with some pricing power. It
has built strong brand loyalty, leading to long-term relationships
with its customers. Its operational integration and manufacturing
flexibility enable the group to quickly customise products,
limiting the need to maintain high stock levels for retailers and
working capital.

Sensitivity to Preferred Share Repayment: Fitch believes Victoria
will use positive FCF to deleverage its balance sheet and to
improve its capital structure in the medium term. Management's
strategy to not redeem any of its high-cost preferred shares
preserves liquidity for the group. Fitch treats the redemption of
preference shares similar to share buyback.

Fitch views preference shares as a permanent part of Victoria's
capital structure and treats them as 100% equity. Larger-than
Fitch-expected redemptions could derail deleveraging and be
negative for the ratings.

Limited Credit Impact of Auditor Qualification: Fitch believes that
auditor concerns regarding Victoria's subsidiary Hanover Flooring
Limited (HFL) published in the 2023 annual report have a limited
impact on Victoria's credit profile. Victoria's ratings are
supported by its adequate liquidity, long-dated debt structure and
the lack of any immediate need to access capital to offset the
recent weakness in equity prices.

Fitch views the cited restriction of the scope of the audit and
failing in accounting controls and reporting in HFL as a risk for
the group's overall governance profile of the group. Management has
indicated that it has addressed the issues raised by the auditors
and introduced controls to improve practices in the long term.
Fitch may revise its existing governance scores on removal of the
audit qualification and if there is no reoccurrence of this or
similar governance issues.

DERIVATION SUMMARY

Victoria is substantially smaller than Mohawk Industries Inc.
(BBB+/Stable), the world's leading flooring manufacturer, less
geographically diversified and has higher leverage metrics. In its
view, Victoria's business profile is consistent with the 'BB'
category with notable strengths in diversification and product
portfolio for its size.

Its profitability has benefited from the higher-margin ceramic
businesses it has acquired over the past five years, although this
was challenged by weaker demand in FY24. Furthermore, EBITDA
margins declined due to inflationary pressures and margins dilution
arising from acquisitions in FY23-24.

However, Victoria has limited end-market diversification, with more
significant exposure to the residential market than global
manufacturers such as Mohawk or other large building products
companies such as Compagnie de Saint-Gobain, which are also present
in commercial markets. This is common among small-to-medium-sized
suppliers such as Hestiafloor 2 (Gerflor; B/Stable) or Tarkett
Participation (Tarkett; B+/Stable), which are significantly exposed
to the commercial sector.

Gerflor is similar in scale and margins to Victoria, while Tarkett
is slightly larger but has weaker margins. Victoria's forecast
EBITDA leverage is below 4.0x from 2025, which is better than
Tarkett, Gerflor and PCF GmbH (Pfleiderer; B/Stable).

KEY ASSUMPTIONS

- Revenue to decline by 15% in FY24 and grow at mid-single digits
in FY25 and low double digits in FY26-FY27

- EBITDA margin to remain at 11%-12% in FY24-FY25 and reach
13%-13.2% in FY26-FY27

- Capex at 5%-5.5% of revenue to FY27

- No major restructuring costs from 2025

- Cumulative M&As of GBP40 million in FY24-FY27

- No dividends and preferential share redemption across rating
horizon.

RECOVERY ANALYSIS

Recovery Analysis Assumptions

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

- Fitch assumes a 10% administrative claim.

- Senior secured notes rank next in the waterfall after the
revolving credit facility (RCF).

- The going-concern EBITDA estimate of GBP130 million reflects the
most recent acquisitions and its view of sustainable,
post-reorganisation EBITDA, upon which Fitch bases the valuation of
Victoria. In this scenario, Victoria would generate neutral to
negative FCF.

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

- The waterfall analysis output for the senior secured debt (EUR750
million term loans) generated a ranked recovery in the 'RR2' band,
indicating an instrument rating of 'BB'. The waterfall analysis
output percentage on current metrics and assumptions was 75%.

RATING SENSITIVITIES

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

- Continued improvement in geographical diversification

- EBITDA gross leverage below 4.0x

- FCF margin net of share repurchase/preference share redemption at
above 2%

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

- EBITDA gross leverage above 5.5x

- Unanticipated exceptional costs leading to neutral FCF margins

- Inability to effectively integrate acquisitions

LIQUIDITY AND DEBT STRUCTURE

Ample Liquidity: In FY24, Victoria's liquidity was supported by
about GBP85 million of readily available cash (after Fitch's
adjustment for working-capital adjustments) and GBP140 million of
undrawn RCF (overall limit GBP150 million) maturing in FY26. Fitch
forecasts Victoria to generate positive FCF between FY25-27 with
minimum repayment obligations in the next 12 months.

Long-Dated Debt Structure: Victoria's debt maturity profile
comprises EUR489 million senior secured notes due in August 2026
and EUR250 million notes due in March 2028. The RCF matures in
FY26. The long-dated debt maturity profile supports financial
flexibility and limits refinancing risk.

ISSUER PROFILE

Victoria) is an AIM-listed UK-based company designing,
manufacturing and distributing flooring products including carpet,
ceramic tiles, underlay, luxury vinyl tiles, artificial grass and
flooring accessories. The majority of its products are for
residential use and are sold via independent retailers, which tend
to have better brand loyalty than the mass market retailers.

ESG CONSIDERATIONS

Victoria PLC has an ESG Relevance Score of '4' for Financial
Transparency due to the auditor qualification regarding the
restriction in scope of audit and high-value cash receipts to HFL,
which has a negative impact on the credit profile, and is relevant
to the rating[s] in conjunction with other factors.

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

   Entity/Debt             Rating         Recovery   Prior
   -----------             ------         --------   -----
Victoria PLC         LT IDR B+  Downgrade            BB-

   senior secured    LT     BB  Downgrade   RR2      BB+



                           *********


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 * * *