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

                          E U R O P E

          Friday, April 4, 2025, Vol. 26, No. 68

                           Headlines



A R M E N I A

ARMENIA: Moody's Rates USD-Denominated Sr. Unsec. Notes 'Ba3'


F R A N C E

NOVA ALEXANDRE III: Moody's Puts 'B3' CFR on Review for Upgrade
TARKETT PARTICIPATION: Fitch Affirms 'B+' IDR, Outlook Now Positive


G E R M A N Y

ADMIRAL BIDCO: Fitch Assigns B(EXP) Long-Term IDR, Outlook Positive
ADMIRAL BIDCO: S&P Assigns 'B' Long-Term ICR, Outlook Stable
DEUTSCHE LUFTHANSA: Egan-Jones Retains B Sr. Unsecured Ratings


I R E L A N D

CARLYLE 2014-1: Fitch Assigns B-sf Final Rating to Cl. E-RRR Notes
DRYDEN 59 2017: Moody's Affirms Ba2 Rating on EUR35.6MM E Notes
OCPE CLO 2023-7: Fitch Assigns B-sf Final Rating to Cl. F-2-R Notes
PALMER SQUARE 2021-1: Moody's Ups EUR15.7MM E Notes Rating to Ba2
PENTA CLO 2021-2: Fitch Assigns 'B-sf' Rating to Class F-R Notes

TORO EUROPEAN 10: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes


I T A L Y

BENDING SPOONS: S&P Assigns 'B+' ICR, Outlook Stable


R O M A N I A

MAS PLC: Fitch Keeps 'BB-' Long-Term IDR on Watch Negative


S P A I N

BAHIA DE LAS ISLETAS: Moody's Puts Caa2 CFR on Review for Downgrade


U N I T E D   K I N G D O M

ACM-47 GUILDFORD: FRP Advisory Named as Administrators
ADVANZ PHARMA: EUR100MM Loan Add-on No Impact on Moody's 'B2' CFR
CHEESE GEEK: KRE Corporate Named as Joint Administrators
COLSTAN PROFILES: PKF Smith Named as Joint Administrators
FGSPV 4: Leonard Curtis Named as Joint Administrators

GREENWICH BIDCO: Fitch Assigns 'B(EXP)' IDR, Outlook Positive
MILLER HOMES: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable
MONKEY BARS: RSM UK Named as Administrator
NEWPARK SECURITY: Opus Restructuring Named as Joint Administrators
PROTON GROUP: Opus Restructuring Named as Joint Administrators

RETAIL & FINANCIAL: KPMG Named as Joint Administrators


X X X X X X X X

[] BOOK REVIEW: A History of the New York Stock Market

                           - - - - -


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A R M E N I A
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ARMENIA: Moody's Rates USD-Denominated Sr. Unsec. Notes 'Ba3'
-------------------------------------------------------------
Moody's Ratings has assigned a rating of Ba3 to the senior
unsecured, US dollar-denominated notes issued by the Government of
Armenia. The notes are the direct, unconditional and unsecured
obligations of the Government of Armenia and rank pari passu with
all of the government's current and future senior unsecured
external debt.

The rating mirrors the Government of Armenia's long-term issuer
rating of Ba3. The outlook is stable.

RATINGS RATIONALE

Armenia's Ba3 ratings, including its long-term issuer ratings,
balance strong growth potential and institutions and governance
strength against relatively high geopolitical risk. While the debt
burden is modest, a still-high share of foreign currency debt
increases the vulnerability of the government's balance sheet to
sharp exchange rate movements. Countercyclical fiscal policy,
credible monetary policy and forward-looking prudential policies
provide effective policy tools to buffer the impact of economic
shocks.

Moody's projects growth to moderate to about 5% in 2025, from 5.9%
in 2024.  The fiscal deficit is set to widen in 2025 on the back of
higher spending on defense and social protection, in part to
support the integration of refugees. The government has budgeted a
deficit of 5.5% of GDP for 2025, compared to a deficit of 3.5% in
2024. Factoring this in, the government debt will rise further to
around 50-55% of GDP in 2025 from about 48.3% in 2024, although
still well below the recent peak of 63.5% registered in 2020.
Meanwhile, geopolitical risks remains elevated, reflecting tensions
with Azerbaijan and an evolving relationship with Russia.

The stable outlook reflects Moody's assessments that risks to
Armenia's credit profile are balanced. Armenia's economic strength
and fiscal position have improved markedly in the past two years,
on the back of strong real GDP growth. Moody's expects economic
growth to remain stable at around trend, and its government debt
burden to remain moderate. However, improvements to the country's
economic and fiscal profile are counterbalanced against high
geopolitical risks.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

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

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

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

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

This credit rating and any associated review or outlook has been
assigned on an anticipated/subsequent basis.

This credit rating and any associated review or outlook has been
assigned on an anticipated/subsequent basis.

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

The rating would likely be upgraded should it become increasingly
likely that the inflows of capital and labour that Armenia received
after the Russia-Ukraine war are permanent, leading to sustained
increases in productivity growth, materially higher potential
growth and stronger improvements to fiscal strength. There would
also be upward pressures on the credit should there be a durable
easing of tensions with neighboring countries that leads to a
material reduction in geopolitical risks. This could come in the
form of a lasting peace agreement or an enduring ceasefire between
the two countries.

The rating would likely be downgraded if there were a material
reversal of financial or labour inflows that Armenia received after
the Russia-Ukraine war, leading to significant deterioration in its
economic and fiscal metrics. An escalation of tensions with
Azerbaijan to the extent that it hampers policymaking and weighs on
economic and fiscal prospects would also put downward pressure on
the rating.

The principal methodology used in this rating was Sovereigns
published in November 2022.



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F R A N C E
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NOVA ALEXANDRE III: Moody's Puts 'B3' CFR on Review for Upgrade
---------------------------------------------------------------
Moody's Ratings placed on review for upgrade the B3 long term
corporate family rating and the B3-PD probability of default rating
of Nova Alexandre III S.A.S. (Fives or the company), the financing
entity of Fives S.A.S. Previously, the outlook was positive.

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

The rating action follows Fives' announcement on March 21, 2025
that it has entered into a binding put option agreement to sell its
cryogenics business unit to the Swedish industrial group Alfa Laval
AB (unrated) for cash consideration of EUR800 million, implying
around 20x EBITDA multiple. The unit, part of Fives' process
technologies division, reported revenue of approximately EUR200
million in 2024. Moody's understands the unit's profitability is in
line with that of Alfa Laval. The Swedish group reported a company
EBITDA margin of 19.2% in 2024, well above Fives' average company
reported EBITDA margin of around 7.0% in the twelve months to
September 2024. The transaction, subject to regulatory approvals,
is expected to close in the second half of 2025.

The transaction is overall credit positive for Fives. Although the
disposal will reduce Fives' scale and profitability, it will also
significantly improve its leverage. This is because the company
plans to repay its outstanding EUR430 million bond maturing in
2029, which represented around half of Fives' Moody's-adjusted debt
as of September 2024, from the received proceeds. Pro-forma for the
disposal and the bond repayment, Moody's-adjusted Debt/EBITDA
reduces from 5.1x in 2024 (preliminary) towards 3.5x. Moody's
understands that the transaction could lead to additional debt
acceleration and total debt repayment up to EUR600 million
resulting in pro forma Moody's-adjusted Debt/EBITDA towards 2.0x.

Moody's expects to finalize the review once the disposal and
planned bond repayment have occurred. The review will primarily
focus on Fives' capital structure, final use of proceeds, financial
policies as well as business profile and profitability post the
transactions.

Fives is strongly positioned in the B3 rating category, as
reflected in the positive outlook that was outstanding before the
announcement of the disposal. The strong rating positioning
reflects the improved margin profile and track record of successful
project execution especially since 2022. However, it is somewhat
burdened by the decreasing order intake in 2024 after very strong
2022 and 2023 which were also supported by post-pandemic demand and
some large orders; as well as higher working capital volatility
than Moody's expectations resulting in almost fully drawn revolving
credit facility (RCF) as of September 2024. That said these risks
are somewhat counterbalanced by Moody's expectations of significant
working capital release in Q4 2024 and Fives' still solid orderbook
of EUR2.3 billion with improved margin profile, which provides some
revenue and earnings visibility. Moody's could reassess Fives'
rating, irrespective of the successful closing of the announced
disposal, if the company demonstrates continued strong operating
performance also in the less benign market environment, resulting
in a sustained strong profitability, meaningful positive FCF
generation and consistently robust liquidity throughout the year,
considering large working capital swings.

In addition, the B3 CFR continues to be supported by Fives' leading
positions in engineering niche markets; some exposure to sectors
with good mid-term trends such as decarbonization, automation and
e-commerce growth; diversified end-market and customer exposure;
adequate liquidity and long-dated maturity profile. Meanwhile, the
B3 CFR continues to be constrained by Fives' still-high
Moody's-adjusted leverage and debt load, although reduced in the
2024 refinancing; lower profitability than manufacturing peers,
although broadly in line with engineering companies; low historical
FCF generation and significant working capital swings and risks of
order delays as well as high FCF and EBITDA volatility in project
business exposed to cyclical markets.

The factors that could lead to an upgrade to Fives' B3 CFR are:

-- Sustainable improvement in business profile supported by
continued solid order intake and sustained margins

-- Moody's-adjusted debt/EBITDA improves comfortably below 5.5x on
a sustained basis

-- Moody's-adjusted EBITA/Interest Expense moving towards 2.0x

-- Meaningfully positive FCF generation (after investments in JVs
and associates by equity injections and loans) and solid liquidity
profile at all times.

The factors that could lead to a downgrade to Fives' B3 CFR are:

-- Poor contract generation and execution, cancellations or price
pressures reflected in declining order intake and profitability

-- Moody's-adjusted debt/EBITDA above 7.0x on a sustained basis

-- Moody's-adjusted EBITA/Interest Expense below 1.5x

-- Deteriorating liquidity, reflected in prolonged negative FCF
generation (after investments in JVs and associates by equity
injections and loans), high RCF use and declining covenant
headroom.

For the purposes of evaluating an upgrade or a downgrade, the
calculation of the metrics above deviate from Moody's standard
approach and exclude equity accounted income or losses and
unrealised foreign-exchange gains or losses on intercompany loans.

ESG CONSIDERATIONS

Governance considerations have been among primary drivers of this
rating action, reflecting expected leverage reduction following the
repayment of the EUR430 million bond.

LIQUIDITY

Moody's views Fives' liquidity excluding the announced acquisition
as adequate. As of September 2024, Fives reported around EUR137
million in available cash and equivalents and EUR20 million
available under the company's EUR164 million RCF. The high cash
drawing reflects Fives' seasonality and the volatility of its
project cash flows. Moody's expects a significant seasonal working
capital release in Q4 2024. The RCF is subject to an adjusted
leverage ratio test below 6.0x, if drawn above EUR70 million (4.0x
as of September 2024), and matures in 2029.

These liquidity sources, along with the positive FCF Moody's
expects Fives to generate in 2025 should be sufficient to cover the
company's operating and investing capital needs for the next
quarters. Additionally, Fives' debt maturities include around EUR40
million of annual instalments due under the EUR200 million French
state-guaranteed loan maturing in 2026 (EUR80 million
outstanding).

Assuming successful closing, Fives will also benefit from the
EUR800 million of cash proceeds from the announced disposal.
Moody's expects EUR430 million to be used for the full repayment of
the outstanding bond maturing in 2029 after the transaction closes.
The remainder will be available for other uses.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Nova Alexandre III S.A.S. (Fives), a subsidiary of the Nova Orsay
S.A.S group, is a global industrial engineering group. The company
designs machines, process equipment, and production lines for
various industries, including automotive, logistics (e-commerce,
courier, and retail), steel, aluminum, energy, cement, and
aerospace. Before the cryogenics business unit disposal to Alfa
Laval, Fives employed around 9,000 people and operated
approximately 100 units in 25 countries. In the twelve months to
September 2024, the company generated sales of around EUR2.3
billion and reported EBITDA of EUR167 million.

TARKETT PARTICIPATION: Fitch Affirms 'B+' IDR, Outlook Now Positive
-------------------------------------------------------------------
Fitch Ratings has revised Tarkett Participation's Outlook to
Positive from Stable and affirmed its Long-Term Issuer Default
Rating (IDR) at 'B+'. Fitch has also affirmed Tarkett's senior
secured rating at 'BB-' with a Recovery Rating of 'RR3', following
its proposed amend-and-extend (A&E) of its term loan B (TLB).

The Positive Outlook reflects the group's resilient recent
performance, despite subdued demand, leading to continued
deleveraging in 2024, as well as Fitch's expectation that improving
margins and stabilised profitability will help strengthen the
leverage profile in 2025-2028. Fitch expect that the additional
debt from the A&E will be more than offset by improving
profitability.

Key Rating Drivers

Deleveraging Despite Increased Debt: Fitch expects EBITDA leverage
to decline to about 4.4x by end-2025 (end-2024: 4.9x) as the
additional EUR50 million debt from A&E (around a 0.2x impact) will
be more than offset by improving margins and incremental
profitability from recently completed acquisitions. Fitch expects
modest further deleveraging in 2026-2028, supported by
low-single-digit revenue growth and stable profitability. Deviation
from the expected deleveraging path, including weaker free cash
flow (FCF) generation, could result in a revision of the Outlook to
Stable.

Debt Funded Minority Buyout: Under the proposed A&E, Tarkett's TLBs
will increase by up to EUR50 million, reaching about EUR971 million
(from EUR921 million) and about USD70 million, with a maturity
extension to 2031. Fitch assumes an increase in the revolving
credit facility (RCF) to EUR400 million from EUR350 million and its
extension to six months before TLB maturity. Fitch assumes that
proceeds will be mainly used to finance the announced squeeze out
of the minority shareholders (about 9.7% of the total shares) in
Tarkett S.A., a listed subsidiary of Tarkett Participation, for
about EUR100 million (excluding transaction costs).

Margins Below Peers', but Improving: Fitch forecasts Tarkett's
EBITDA margin to stabilise at just above 8% in 2025-2028 (2024:
7.5%; 2023: 6.5%), as inflationary pressures ease and efficiency
measures crystallise. Tarkett's margins continue to lag behind
those of its Fitch-rated building products sector peers, which
constrains the rating. The weaker margins reflect Tarkett's less
niche product mix, the lower-margin North America segment (compared
with previous years, although this is gradually improving), lower
margins in Europe due to weak demand.

Commercial Demand Supports Margins: The EBITDA margin improved to
7.7% in 2024 (2023: 6.5%), despite continued weak demand across
Tarkett's main regions and segments, except for sport flooring.
Tarkett's sound diversification, with high exposure to renovation
and to more resilient commercial education and healthcare flooring,
mitigated weak residential demand in 2024.

Positive FCF: Fitch expects FCF margins to stabilise at about 2% in
2025-2028. Fitch believes this will be mainly supported by
increasing EBITDA, driven by solid revenue growth, stable margins,
and stabilised working capital requirement and capex. Fitch views
working capital discipline as critical for positive FCF generation,
with continued disciplined inventory management as a key element.

Sector Demand Remains Challenging: Fitch expects the demand for
building products to remain weak in 2025 (with some exceptions
across certain niche products or end-markets), although Fitch
anticipates a protracted recovery from 2H25. Tarkett is strong in
sport flooring and benefits from high demand, particularly in North
America, which counterbalances weak volumes in other segments.
Residential demand will remain weak in Europe, where Tarkett
generates a quarter of its revenue, partly from residential
flooring, before monetary easing rebuilds consumers' disposable
income and confidence, with positive effects expected in 2H25 at
the earliest.

Solid Business Profile: Tarkett has leading market positions across
a number of product segments and markets, and strong end-market
diversification. The group is split between the more stable
renovation market (80%) versus the potentially more volatile
new-build market (20%). The flooring renovation cycle is quite
frequent, with office space in particular generally changing
flooring with every new tenant or lease contract. The split between
commercial (75%) and private residential (25%) creates different
demand drivers. Tarkett is exposed to raw-material cost swings,
notably of oil-based derivatives PVC, plasticisers and vinyl, and
has a fairly long lag in passing on cost inflation to its
customers.

Russian Operations Contained: Sanctions imposed on Russia since its
invasion of Ukraine put pressure on Tarkett's profitable Russian
operations. Production and some of the sourcing are local, but the
economy and Russian rouble exchange rate against the euro remain
uncertain. The limitations on repatriating cash from Russia is not
a material risk as cash flow generated has been partly retained in
Russia to manage local operations and partly remitted to the group.
However, Fitch considers Tarkett's exposure to Russia in its peer
comparison, rating sensitivities and Recovery Rating analysis.

Peer Analysis

Tarkett's closest rated peer is Hestiafloor 2 (Gerflor;
B/Positive), which has fairly similar product offerings of vinyl
and linoleum flooring for primarily commercial end-customers.
Gerflor is smaller, with about a third of Tarkett's turnover, and a
fairly high exposure to France, but it has better EBITDA margins
(12%-13%) than Tarkett (7%-8%). Victoria PLC (B/Negative), which
mainly targets the residential flooring segment in Europe, is also
smaller and has broadly similar margins due to constrained EBITDA
generation. Fitch forecasts Victoria's EBITDA margin at 7%-9% for
FY25-FY26 (financial year ending 31 March), down from previous
estimates of 12%-13%.

Other peers include the largest flooring company globally, US-based
Mohawk Industries, Inc. (BBB+/Stable) and building products company
Masco Corporation (BBB/Stable). These companies are more than
double Tarkett's size. Mohawk has a large ceramic tiles business,
and Masco's offering spans a portfolio of home-improvement building
products.

Tarkett's expected EBITDA gross leverage of 4.4x-4.9x in 2024-2025
is stronger than that of lower-rated Gerflor's (5.5x-5.7x) and
Victoria (9.1x at end-FY25, before falling to 6.4x at end-FY26).

Key Assumptions

- Mid-single-digit revenue growth in 2025 and low-single-digit
annual growth in 2026-2028.

- Broadly stable EBITDA margin at just above 8% in 2025-2028 (7.7%
in 2024), reflecting higher revenues and cost control.

- Capex at around 2.7% of sales.

- Cost of debt benefitting from hedges until end-2026.

- No dividends assumed over the four-year forecast horizon.

- Net M&A spend of about EUR70 million in 2025 and EUR15 million
annually in 2026-2028 (including earn-outs)

- About EUR100 million costs of the squeeze out transaction in 2025
(excluding transaction costs)

Recovery Analysis

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

- A 10% administrative claim.

- The RCF is fully drawn in a post-restructuring scenario according
to Fitch's criteria. The factoring line is ranked super senior
(deducted from estimated enterprise value). Senior unsecured debt
consists of overdraft facilities and other bank loans, which rank
behind senior secured debt.

- The going-concern EBITDA estimate of EUR180 million reflects its
view of a sustainable, post-reorganisation EBITDA upon which Fitch
bases the valuation of the company. This has been raised from
EUR170 million due to updated assumptions on incremental
profitability from new acquisitions following their completion.

- An enterprise value multiple of 5.5x is used to calculate a
post-reorganisation valuation. It reflects Tarkett's leading
position in its niche markets (such as sport or resilient flooring
and commercial carpets in western Europe and Russia or wood
flooring in the Nordics), long-term relationship with clients and
an 80% revenue share in the renovation segment, limiting its
exposure to more volatile new-build projects.

- Fitch assumed that its debt structure after the A&E comprises a
proposed senior secured TLBs of about EUR971 million (including
EUR50 million upsize) and about USD70 million and a senior secured
revolving credit facility (RCF) of about EUR400 million (including
EUR50 million upsize). These assumptions result in a recovery rate
for the proposed new senior secured TLB within the 'RR3' range,
leading to the affirmed 'BB-' instrument rating.

RATING SENSITIVITIES

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

- EBITDA margin below 6%.

- Negative FCF.

- EBITDA gross leverage above 6x.

- EBITDA interest coverage below 3x.

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

- EBITDA margin above 8% on a sustained basis.

- FCF margins sustainably above 2% on a sustained basis.

- EBITDA gross leverage below 4.5x on a sustained basis (revised up
from 4.0x to reflect updated peer comparison).

Liquidity and Debt Structure

At end-2024, Tarkett had about EUR235 million of Fitch-adjusted
cash and access to EUR350 million of the RCF with maturity in 2027,
which is to be upsized to about EUR400 million and extended by
three years. Fitch's cash adjustments include restricting 1% of
revenue to cover intra-year working capital changes and cash held
in Russia and Ukraine. There are no significant short-term debt
maturities (apart from non-recourse factoring), and Fitch forecasts
positive FCF generation at around 2% of revenue in 2025-2028. The
proposed A&E will improve the group's financial flexibility by
extending maturities of RCF and TLB.

At end-2024, Tarkett's debt structure mainly comprised its about
EUR921 million and USD70 million TLBs due 2028. Following the
completion of the proposed A&E, the group's debt maturity profile
will be concentrated on an upsized EUR971 million TLB and USD70
million TLB both due 2031. Other debt mainly comprised non-recourse
factoring, amortising loans totalling about EUR25 million, bond
loan of about EUR32 million and two schuldschein tranches totalling
EUR16 million.

Issuer Profile

Tarkett is a leading flooring and sports surface manufacturer
offering products and services to the healthcare, education,
housing, hotels, offices, commercial and sports markets. Products
include vinyl, linoleum, carpet, rubber and wood flooring, as well
as synthetic turf and athletics tracks.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt                Rating        Recovery   Prior
   -----------                ------        --------   -----
Tarkett Participation   LT IDR B+  Affirmed            B+

   senior secured       LT     BB- Affirmed   RR3      BB-



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G E R M A N Y
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ADMIRAL BIDCO: Fitch Assigns B(EXP) Long-Term IDR, Outlook Positive
-------------------------------------------------------------------
Fitch Ratings has assigned Admiral Bidco GmbH (Apleona) an expected
Long-Term Issuer Default Rating (IDR) of 'B(EXP)' with a Positive
Outlook. It has also assigned the company's EUR2,200 million
equivalent (split in euros and GBP300 million) term loan B (TLB)
and EUR150 million delayed draw term loan (DDTL) expected ratings
of 'B+(EXP)' with Recovery Ratings of 'RR3'.

The ratings reflect Apleona's leading position in the facility
management (FM) market in the DACH (Germany, Austria and
Switzerland) region, recurring revenue, sticky customer and
contract base, and stable demand for its services. Apleona's scale,
growing pan-European presence and broad range of services provide a
competitive advantage. The ratings are restricted by high leverage.
Fitch forecasts EBITDA leverage of 6.5x in 2025 and 5.7x in 2026.

The Positive Outlook reflects its expectations of solid operating
performance with EBITDA leverage structurally below 5.5x in 2027.
If achieved, alongside financial discipline to remain below this
level, this could lead to positive rating action.

Key Rating Drivers

Solid Market Position, Revenue Visibility: Apleona provides
technical (65% of 2024 revenue) and infrastructural (35%) FM
services. The company has a dominant market position in DACH
(around 80% of group revenue), with significant service density and
consequently profitability compared with peers. FM, and in
particular technical FM (TFM), benefits from medium-term contracts
and low customer churn. Around 90% of revenue is recurring (or
re-occurring), which contributes to the stability and visibility of
the group's financial profile.

Apleona is expanding its international integrated service offering
for cross-border clients, which represented 24% of revenue in 2024.
The level of service bundling in integrated services increases
perceived value for customers, costs of switching and renewal
rates.

Structural Growth Despite Flagging Economy: Fitch expects
structural growth in Apleona's key markets, despite a flagging
German and European economy in 2025-2026. The DACH FM market grew
at a CAGR of 5% in 2020-2024, despite weak GDP growth in Germany.
Apleona's growth was mainly volume-driven and only partly due to
price increases, helped by increasing outsourcing penetration and
environmental regulations. Reducing the carbon footprint of largely
dated buildings requires specialised competences, technology and
equipment, all of which Apleona can provide.

Deleveraging from High Leverage: The rating is constrained by high
forecast leverage (6.5x in 2025 falling to 5.7x in 2026). However,
Fitch expects organic growth of about 7% and an additional 3% of
growth from bolt-on M&A to support deleveraging towards 5.1x in
2027. If Fitch sees evidence of the company exercising financial
discipline, sustainable lower leverage could support an upgrade to
'B+' by 2027. EBITDA interest coverage should improve towards 3.0x
in 2026.

Improving FCF Margins: EBITA and free cash flow (FCF) are affected
by IT costs and operating efficiency programmes. As these costs
subside in 2025-2026, Fitch forecasts EBITDA margins to improve to
8.3% (from 7.4% in 2024) and FCF margins to remain structurally
above 3% by 2027. Fitch expects Apleona to allocate excess cash
flow to bolt-on acquisitions, combined with drawdowns under the
EUR150 million DDTL.

Bolt-On M&A Strategy: Fitch expects Apleona's bolt-on acquisition
strategy to remain an important pillar of its growth, helping to
increase market share in the core DACH market and internationally,
and strengthen competences in a specific technical area. Execution
risk is manageable where Apleona has a positive record of
integrating acquired bolt-on companies. Any transformational
acquisitions with higher execution risk, like Gegenbauer, would
constitute an event risk, as they are not part of its rating case.

Diversified Client Base: Apleona's services are all real
estate-related but end-markets vary considerably, from industrials
& energy (26% of revenue) and financial services (19%) to
healthcare and pharmaceuticals (14%). The top 10 customers
generated 24% of revenue in 2024. Services also vary by building
type, with 38% of revenue from managing manufacturing plants
(including pharmaceutical production facilities), compared with 31%
from offices, 11% from logistics and 8% from retail.

Concentration on Germany: Apleona is a technical FM market leader
in DACH countries, which represented around 80% of 2024 revenue,
with Germany alone responsible for 71%. The company also has strong
positions in Ireland (5%), Great Britain (5%) and Poland (3%), and
has a presence in other European markets. This geographic footprint
has enabled Apleona to compete and win a number of cross-border,
longer-term integrated contracts.

Expected Ratings: Proceeds from the TLB will be used alongside a
shareholder contribution to finance Bain's acquisition of Apleona
and pay related fees and expenses. The assignment of final ratings
is contingent on the successful placement of the long-term
financing, with final documentation conforming to information
already received by Fitch.

Peer Analysis

Apleona compares well with service peers in the 'B' rating category
on high leverage, solid FCF margins and deleveraging capacity. The
company is at the stronger end of the peer group when it comes to
scale and its solid regional market position, compared with the
smaller, typically niche market participants at the weaker end of
the 'B' rating category.

Apleona and SPIE SA (BB+/Positive) share similar overall industry
dynamics, and growth and contract structures, and both have a
significant presence in technical services and FM in Germany.
However, SPIE is significantly larger and more diversified than
Apleona with a material presence in France, Germany and
north-western Europe, and has lower leverage at 2.6x in 2025.

Fitch also compares Apleona with installation services peer
Assemblin Caverion Group AB (B/Stable), European property damage
restoration Polygon Group AB (B/Negative), and France-based
residential facility services Emeria SASU (previously Foncia
Management; B-/Stable). Apleona has similar scale to Assemblin and
Emeria. The two companies also have similar regional
concentrations, with Sweden generating 40% of revenue for
Assemblin, and France generating about 70% of revenue for Emeria.
Polygon is significantly smaller, with some concentration risk on
key insurance customers, but has greater geographical
diversification. Emeria and Polygon have significantly weaker
financial profiles than Apleona, with leverage well above 7.0x in
2024, and slim interest coverage.

Key Assumptions

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

- Revenue CAGR of 9.5% from 2024 to 2028 supported by ongoing M&A

- Annual organic growth around 7.0%

- EBITDA margin growing to 8.5% in 2028 from 7.4% in 2024

- EUR70 million a year spent on bolt-on M&A, financed mostly from
FCF with the remainder through drawing the DDTL

Recovery Analysis

The recovery analysis assumes that Apleona would be reorganised as
a going concern (GC) in bankruptcy rather than liquidated.

The GC EBITDA estimate of EUR300 million reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level on which Fitch bases
the enterprise value (EV). In such a scenario, stress on EBITDA
would most likely result from operational underperformance,
reputational damages with contract losses, or major M&A integration
issues negatively affecting profitability.

An EV multiple of 5.5x EBITDA is applied to the GC EBITDA to
calculate a post-reorganisation enterprise value. The multiple is
explained by stable demand and highly recurring revenue and
reflects geographical concentration in Germany.

Fitch expects the EUR250 million revolving credit facility (RCF) to
be fully drawn upon default, and the EUR150 million delayed TLB to
be drawn by EUR75 million at default. Both rank equal with the
EUR2,200 million equivalent TLB. Fitch has included factoring,
ranking super-senior in the recovery waterfall analysis.

After deducting 10% for administrative claims, its principal
waterfall analysis generated a ranked recovery for the senior
secured TLB and delayed TLB of 'RR3'.

RATING SENSITIVITIES

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

- Operational underperformance affecting growth and profitability,
or weak M&A integration, or an appetite for material debt-funded
M&A

- EBITDA leverage sustained above 6.5x

- EBITDA interest coverage sustained below 2.0x

- Neutral-to-volatile FCF margin with reducing liquidity headroom

Fitch could revise the Outlook to Stable if EBITDA leverage was
sustained above 5.5x owing to an appetite for debt-funded M&A or
other corporate activities

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

- Continued strengthening of regional market position and
geographical diversification, with enhanced international services
density and profitability

- EBITDA leverage sustained below 5.5x

- FCF margin sustained at low-to-mid single-digits

- EBITDA interest coverage sustained above 3.0x

Liquidity and Debt Structure

Liquidity is sufficient. Fitch forecasts FCF of about EUR80 million
in 2025, alongside an undrawn EUR250 million RCF. Fitch restricts
EUR75 million of cash for intra-year working capital needs.

Refinancing risk is manageable, with long-dated debt maturities,
positive FCF and deleveraging capacity towards 5.1x EBITDA leverage
by 2027.

Issuer Profile

Apleona is a Germany-headquartered provider of technical and
integrated FM services with a strong position in DACH and a growing
pan-European presence. The company reported revenues of EUR4
billion and EBITDA (company-defined) of EUR391 million in 2024.

Date of Relevant Committee

27 March 2025

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt             Rating                   Recovery   
   -----------             ------                   --------   
Admiral Bidco GmbH   LT IDR B(EXP)  Expected Rating

   senior secured    LT     B+(EXP) Expected Rating   RR3

ADMIRAL BIDCO: S&P Assigns 'B' Long-Term ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned a 'B' long-term issuer credit rating to
Admiral Bidco GmbH and a 'B' issue and '3' recovery rating to the
proposed EUR2.2 billion TLB and EUR150 million DDTL. The '3'
recovery rating indicates its expectation of about 50% recovery
(rounded estimate) in the event of default.

The stable outlook on the long-term issuer credit rating reflects
S&P's view that Apleona will report sound organic revenue growth
and strengthen adjusted EBITDA margins close to 9.0% in the next 12
months, supporting deleveraging toward S&P Global Ratings-adjusted
debt to EBITDA of about 6.7x in 2025 and 5.9x in 2026, positive
free operating cash flow (FOCF) generation, and funds from
operations (FFO) cash interest coverage of above 2.0x.

A consortium led by Bain Capital is acquiring Germany-based
facility management (FM) services provider Apleona via a new
holding company named Admiral Bidco GmbH.

Admiral Bidco GmbH is seeking to raise a EUR2.2 billion term loan
(TLB) to finance the transaction and repay Apleona's existing debt.
Admiral Bidco also plans to raise a EUR150 million delayed draw
term loan (DDTL), a EUR250 million revolving credit facility (RCF),
and a EUR325 million guarantee facility to fund business needs and
future growth.


S&P said, "We believe that Apleona's financial sponsor ownership
will limit the case for pronounced deleveraging. On Feb. 14, 2025,
a consortium of investors led by Bain Capital announced its
acquisition of German FM services provider Apleona Group from PAI
Partners. Bain Capital is the controlling investor in the
consortium, followed by Mubadala Investment Co. Our rating reflects
our view that the financial sponsors are likely to prioritize a
shareholder-friendly financial policy over debt repayment.
Pro-forma for the new capital structure, we estimate Apleona's S&P
Global Ratings-adjusted debt to EBITDA was 7.8x as of Dec. 31,
2024, and that it will decline to 6.7x in 2025 and 5.9x in
2026--fueled by solid revenue and EBITDA growth. We have not
factored any acquisitions into our forecast although mergers and
acquisitions (M&A) remain an integral part of Apleona's growth
strategy. We understand that the company will continue to make
bolt-on acquisitions to add complementary services or increase its
footprint in the existing markets.

"Our assessment reflects Apleona's operations as the leading FM
service provider in Germany, yet in a fragmented market with
limited barriers to entry. Apleona operates in a fragmented and
highly competitive market in Germany, where the top 10 FM service
providers account for a combined market share of 15%. With about 4%
market share, Apleona is the leading company in Germany, ahead of
Spie and Wisag. This is supported by the company's wide service
offering across technical maintenance and installation and
infrastructure services (cleaning, gardening, security). Apleona
primarily focuses on large clients (generating about 80% of its
revenue). Its ability to provide integrated services to
pan-European and trans-regional clients gives it an edge over local
competitors and limits competitive pricing pressures. In recent
years, the company has pursued several M&A, such as Gegenbauer
Group (GB), Diehls, and Neylons to enhance its density of
operations and operating leverage, and cross-sell its services."

Apleona benefits from good revenue visibility underpinned by a high
share of contracted revenue and long-term relationships with
blue-chip clients. Apleona's competitive position benefits from its
longstanding customer relationships, with about 98% retention rate.
About two-thirds of its revenue is generated from long-term
contracts, typically of three to five years, and another 20% are
from reoccurring services. This means that only about 10% of
revenue is project-based.

S&P said, "Favorable industry trends will drive solid revenue
growth. Apleona's organic compound average growth rate (CAGR) in
2017-2023 was 6.9% and we forecast an organic growth of 5%-7% in
2025-2026. Despite sluggish macroeconomic conditions, revenue
growth will continue to be fueled by increasing outsourcing,
building renovations, or upgrades to comply with decarbonization
targets, and cross-selling of services. Apleona's key market,
Germany, is relatively less penetrated for outsourcing of FM
compared with the U.K., providing growth opportunities.
Furthermore, more than two-thirds of Apleona's revenue is generated
from its technical and integrated FM services which are expected to
grow at a higher rate than the overall FM market--for 2022-2028,
the FM market in Germany, Austria, and Switzerland (DACH) is
expected to grow at a CAGR of about 6% while technical FM is
expected to growth at a CAGR of 8% and integrated FM 10%.
Integrated FM services is a segment where client retention is
generally higher and competition is less fierce.

"We forecast improvement in Apleona's profitability toward 9% and a
solid cash flow generation in 2025-2026. More than 90% of Apleona's
contracts have indexation clauses or short-term pricing, mitigating
the rise in operating costs in an inflationary environment. In May
2024, the company entered into a collective agreement with the
German unions, setting wage increases at 5% over two years, until
December 2025. The company has therefore good control over its cost
base. Additionally, we expect further realization of synergies from
the GB acquisition, operating efficiencies from the Apleona Go
program, and operating leverage to further support profitability.
This will be partially offset by significant nonrecurring expenses
linked to M&A integration, enterprise resource planning (ERP)
transformation and implementation of efficiency programs, amounting
to about EUR40 million in 2025 and EUR25 million in 2026, albeit
lower than in 2024. Based on this, we expect Apleona's margin to
improve to 8.6% in 2025 and 9.2% in 2026 compared with around 8.1%
in 2024. This level of profitability is comparable with that of
peers like Spie and Assemblin Caverion. We also forecast Apleona
will generate FOCF of about EUR135 million in 2025 (excluding
transaction costs and EUR31 million of one-time tax payments
related to GB's integration) and EUR150 million in 2026, from about
EUR145 million in 2024, supported by low and stable capital
expenditure (capex) of about 0.6% of revenue, and a moderate
working capital requirement of EUR10 million-EUR15 million.
Although cash flow generation will be constrained by increasing
interest expenses after the transaction, it will remain solid. We
forecast FFO cash interest coverage at around 2.1x in 2025 (2.3x
excluding EUR31 million excluding one-time tax payments), improving
to 2.5x in 2026.

"Apleona's relatively smaller scale and lesser geographic diversity
than higher-rated peers restrict our view of Apleona's business
risk to fair. We view Apleona's revenue and EBITDA scale as limited
relative to large international peers such as ISS and Spie. ISS
generated revenue of EUR11.2 billion in 2024 and Spie generated
EUR9.9 billion. Although Apleona has improved its presence in
international markets, including Austria, through its acquisition
of Siemens Gebäudemanagement and Services GmbH, and in Ireland
with the acquisition of Neylons and Acacia, we view its geographic
diversification as low compared with those peers, given about 80%
of Apleona's revenue is still generated from the DACH region (70%
from Germany). This exposes Apleona to macroeconomic risk in its
domestic market, although it is mitigated by its end-market and
client diversity, given the 10 top clients represent about 25% of
revenue. Another risk would be larger-scale international
competitors capturing market share.

"The stable outlook reflects our view that Apleona will report
sound organic revenue growth and strengthen adjusted EBITDA margins
close to 9.0% in the next 12 months, supporting deleveraging toward
S&P Global Ratings-adjusted debt to EBITDA of about 6.5x in 2025
and 6.0x in 2026, positive FOCF generation, and FFO cash interest
coverage of above 2.0x."

S&P could downgrade Apleona if it underperformed our forecast,
resulting in negative FOCF for a prolonged period or FFO cash
interest coverage declining persistently to less than 2x. This
could happen if:

-- The group faced unexpected operational issues or increased
competition, or incurred higher-than-expected exceptional costs,
affecting profitability and operating cash flow; or

-- Apleona undertook aggressive transactions such as large
debt-funded acquisitions or cash returns to shareholders.

S&P could raise the rating if:

-- Adjusted leverage declined to around or less than 5x and FFO to
debt improved to over 10% on a sustained basis; and

-- The financial sponsor committed to a prudent financial policy
to maintain credit metrics at these improved levels.

S&P could also upgrade Apleona if it continues its profitable
growth and significantly increases its scale and diversity.



DEUTSCHE LUFTHANSA: Egan-Jones Retains B Sr. Unsecured Ratings
--------------------------------------------------------------
Egan-Jones Ratings Company on March 26, 2025, maintained its 'B'
local currency senior unsecured ratings on debt issued by Deutsche
Lufthansa AG.

Deutsche Lufthansa AG, trading as the Lufthansa Group, is a German
aviation group. Its major and founding subsidiary airline Lufthansa
German Airlines, branded as Lufthansa, is the flag carrier of
Germany.



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

CARLYLE 2014-1: Fitch Assigns B-sf Final Rating to Cl. E-RRR Notes
------------------------------------------------------------------
Fitch Ratings has assigned Carlyle Global Market Strategies Euro
CLO 2014-1 DAC reset notes final ratings, as detailed below.

   Entity/Debt                      Rating               Prior
   -----------                      ------               -----
Carlyle Global Market
Strategies Euro
CLO 2014-1 DAC

   A-1-RRR Loan                 LT AAAsf  New Rating
   A-1-RRR Notes XS3011315424   LT AAAsf  New Rating
   A-2-RRR XS3011315770         LT AAsf   New Rating
   A-RR XS1839724561            LT PIFsf  Paid In Full   AAAsf
   B-1-RR XS1839725964          LT PIFsf  Paid In Full   AA+sf
   B-2-RR XS1839726004          LT PIFsf  Paid In Full   AA+sf
   B-3-RR XS1847616296          LT PIFsf  Paid In Full   AA+sf
   B-RRR XS3011316158           LT Asf    New Rating
   C-1-RR XS1839726186          LT PIFsf  Paid In Full   A+sf
   C-2-RR XS1847611495          LT PIFsf  Paid In Full   A+sf
   C-RRR XS3011316315           LT BBB-sf New Rating
   D-RR XS1839726269            LT PIFsf  Paid In Full   BBB+sf
   D-RRR XS3011316588           LT BB-sf  New Rating
   E-RR XS1839726343            LT PIFsf  Paid In Full   BB+sf
   E-RRR XS3011316745           LT B-sf   New Rating
   F-RR XS1839725295            LT PIFsf  Paid In Full   B+sf
   X-RRR XS3011315267           LT AAAsf  New Rating

Transaction Summary

Carlyle Global Market Strategies Euro CLO 2014-1 DAC is a
securitisation of mainly senior secured obligations with a
component of senior unsecured, mezzanine, second-lien loans and
high-yield bonds. Note proceeds have been used to redeem the
existing notes (except the subordinated notes) and to fund the
existing portfolio. The portfolio is actively managed by CELF
Advisors LLP. The CLO has a 4.5-year reinvestment period and a
7.5-year weighted average life (WAL) test at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor of the identified portfolio is 25.5.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 60.3%.

Diversified Asset Portfolio (Positive): The transaction includes
various concentration limits in the portfolio, including a
fixed-rate obligation limit at 7.5%, a top 10 obligor concentration
limit at 15%, and a maximum exposure to the three largest
Fitch-defined industries in the portfolio at 40%. These covenants
ensure that the asset portfolio will not be exposed to excessive
concentration.

WAL Test Step-Up Feature (Neutral): The transaction can extend its
weighted average life (WAL) by one year on the step-up date, which
is one year after closing. The WAL extension is subject to
conditions including satisfaction of collateral-quality tests, plus
the collateral principal amount (treating defaulted obligations at
their Fitch collateral value) being at least equal to the
reinvestment target par balance.

Portfolio Management (Neutral): The transaction includes four Fitch
matrices. Two are effective at closing, corresponding to a 7.5-year
WAL. Another two are effective 18 months after closing,
corresponding to a seven-year WAL. Each matrix set corresponds to
two different fixed-rate asset limits at 7.5% and 0%. All matrices
are based on a top 10 obligor concentration limit at 15%.

The transaction has a 4.5-year reinvestment period, which is
governed by reinvestment criteria that are similar to those of
other European transactions. Fitch's analysis is based on a
stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

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

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the classes X-RRR
and A-1-RRR notes/loan and would lead to downgrades of one notch
for the class A-2-RRR, B-RRR, C-RRR, and D-RRR notes. The class
E-RRR notes would be downgraded to below 'B-sf'.

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class A-2-RRR, C-RRR, D-RRR and
E-RRR display rating cushions of two notches. The class B-RRR notes
have a cushion of one notch.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the Fitch-stressed portfolio would lead to downgrades of up to
four notches for the class A-1-RRR and A-2-RRR notes, and up to
three notches for the class B-RRR and C-RRR notes. The class X-RRR
notes would not be affected, and the class D-RRR and E-RRR notes
would be downgraded to below 'B-sf'.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to two notches for the class
A-2-RRR, C-RRR and D-RRR notes, and up to three notches for the
class B-RRR and E-RRR notes. The class X-RRR and A-1-RRR notes are
already rated 'AAAsf', which is the highest level on Fitch's scale
and cannot be upgraded.

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 Carlyle Global
Market Strategies Euro CLO 2014-1 DAC.

In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.

DRYDEN 59 2017: Moody's Affirms Ba2 Rating on EUR35.6MM E Notes
---------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Dryden 59 Euro CLO 2017 Designated Activity Company:

EUR37,400,000 Class B Senior Secured Fixed Rate Notes due 2032,
Upgraded to Aaa (sf); previously on May 30, 2023 Affirmed Aa1 (sf)

EUR29,000,000 Class C-1 Mezzanine Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Aa1 (sf); previously on May 30, 2023
Affirmed A1 (sf)

EUR31,000,000 Class D-1 Mezzanine Secured Deferrable Floating Rate
Notes due 2032, Upgraded to A2 (sf); previously on May 30, 2023
Affirmed Baa2 (sf)

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

EUR294,500,000 (Current outstanding amount EUR213,435,565) Class A
Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf);
previously on May 30, 2023 Affirmed Aaa (sf)

EUR35,600,000 Class E Mezzanine Secured Deferrable Floating Rate
Notes due 2032, Affirmed Ba2 (sf); previously on May 30, 2023
Affirmed Ba2 (sf)

EUR11,875,000 Class F Mezzanine Secured Deferrable Floating Rate
Notes due 2032, Affirmed B3 (sf); previously on May 30, 2023
Downgraded to B3 (sf)

Dryden 59 Euro CLO 2017 Designated Activity Company, issued in
April 2018, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by PGIM Limited. The transaction's
reinvestment period ended in November 2022.

RATINGS RATIONALE

The rating upgrades on the Class B, Class C-1, Class D-1 notes are
primarily a result of the deleveraging of the Class A notes
following amortisation of the underlying portfolio since the
payment date in May 2024.

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

The Class A notes have paid down by approximately EUR68.1 million
(23.1 %) in the last 12 months and EUR81.1 million (27.6%) since
closing. As a result of the deleveraging, over-collateralisation
(OC) has increased. According to the trustee report dated February
2025 [1] the Class A/B, Class C, and Class D OC ratios are reported
at 152.76%, 136.93%, and 123.27% compared to March 2024 [2] levels
of 141.89%, 130.06%, and 119.42%, respectively.

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

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

Performing par and principal proceeds balance: EUR383,157,435

Defaulted Securities: EUR0

Diversity Score: 47

Weighted Average Rating Factor (WARF): 2960

Weighted Average Life (WAL): 3.49 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.90%

Weighted Average Coupon (WAC): 3.73%

Weighted Average Recovery Rate (WARR): 41.77%

Par haircut in OC tests and interest diversion test:  none

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap provider,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in October 2024. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

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

Additional uncertainty about performance is due to the following:

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

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

OCPE CLO 2023-7: Fitch Assigns B-sf Final Rating to Cl. F-2-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned OCPE CLO 2023-7 DAC's refinancing notes
a final rating and affirmed its non-refinanced notes, as detailed
below.

   Entity/Debt              Rating               Prior
   -----------              ------               -----
OCPE CLO 2023-7 DAC

   A XS2665463274       LT AAAsf  Affirmed       AAAsf
   B XS2665463431       LT PIFsf  Paid In Full   AAsf
   B-R XS3041391882     LT AAsf   New Rating
   C XS2665463787       LT PIFsf  Paid In Full   Asf
   C-R XS3041391700     LT Asf    New Rating
   D XS2665463860       LT PIFsf  Paid In Full   BBB-sf
   D-R XS3041391965     LT BBB-sf New Rating
   E XS2665463944       LT PIFsf  Paid In Full   BB-sf
   E-R XS3041392005     LT BB+sf  New Rating
   F-1 XS2665464322     LT PIFsf  Paid In Full   B+sf
   F-1-R XS3041392187   LT B+sf   New Rating
   F-2 XS2665470212     LT PIFsf  Paid In Full   B-sf
   F-2-R XS3041392260   LT B-sf   New Rating

Transaction Summary

OCPE CLO 2023-7 DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. The portfolio is
actively managed by Onex Credit Partners LLP, the transaction will
exit its reinvestment period in April 2028.

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality: Fitch places the average credit
quality of obligors at 'B'/'B-'. The weighted average rating factor
(WARF), as calculated by Fitch, is 25.5.

High Recovery Expectations: At least 90% of the portfolio comprises
senior secured obligations. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio is 62.8%.

Diversified Portfolio: The transaction includes four Fitch
matrices. Two are effective at closing, corresponding to an
8.6-year WAL, and fixed-rate asset limits at 5% and 10%, and two
are effective one year after closing, corresponding to the same
fixed-rate asset limits but with a 7.6-year WAL. All matrices are
based on a top 10 obligor concentration limit at 20%. The
transaction includes various concentration limits in the portfolio,
including the maximum exposure to the three largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.

Affirmation of Non-Refinanced Notes: The affirmation of the
non-refinanced notes with Stable Outlook reflects the transaction's
sound performance so far. As of the March 2025 investor report, the
aggregate collateral balance was slightly above the reinvestment
target par balance and the transaction was passing all coverage,
collateral-quality and portfolio-profile tests. The portfolio had
no exposure to defaulted assets and assets with a Fitch-derived
rating of 'CCC+' or below stood at 3.2%, as calculated by the
trustee.

Transaction Inside Reinvestment Period: The transaction is within
its reinvestment period, which expires in April 2028, and the
manager can reinvest principal proceeds and sale proceeds subject
to compliance with the reinvestment criteria. Given the manager's
ability to reinvest, Fitch's analysis is based on a stressed
portfolio, which it tested the notes' achievable ratings across the
matrices (which were not updated as part of the refinancing), since
the portfolio can still migrate to different collateral quality
tests.

Cash Flow Analysis: The WAL used for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant at the refinancing closing date but subject to a floor of
six years, to account for the strict reinvestment conditions
envisaged by the transaction after its reinvestment period. These
include passing the coverage tests and the Fitch 'CCC' bucket
limitation test post reinvestment, as well as a WAL covenant that
progressively steps down over time, both before and after the end
of the reinvestment period. Fitch believes these conditions would
reduce the effective risk horizon of the portfolio during stress
periods.

The Fitch 'CCC' test condition can be altered to a maintain or
improve basis, but the manager will have to switch back from the
forward to the closing matrix (subject to satisfying the collateral
quality tests), effectively unwinding the benefit from the one-year
reduction in the stressed portfolio WAL. Fitch has also tested for
a switch back to the closing matrix, by using a WAL for the
Fitch-stressed portfolio without the 12-month haircut.

RATING SENSITIVITIES

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

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

Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than initially assumed, due to
unexpectedly high levels of defaults and portfolio deterioration.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches each for the rated notes.

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

A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of two notches each for the class B-R notes, four notches
for the class C-R notes, five notches to the class D-R notes, three
notches for the class E-R notes, four notches to the class F-1-R
notes, and five notches to the class F-2-R notes. The 'AAAsf' notes
are at the highest level on Fitch's rating scale and cannot be
upgraded.

During the reinvestment period, upgrades, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
remaining life of the transaction. After the end of the
reinvestment period, upgrades, except for the 'AAAsf' notes, may
result from a 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
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 this transaction.
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.

PALMER SQUARE 2021-1: Moody's Ups EUR15.7MM E Notes Rating to Ba2
-----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Palmer Square European CLO 2021-1 DAC:

EUR35,000,000 Class B Senior Secured Floating Rate Notes due 2034,
Upgraded to Aaa (sf); previously on Mar 18, 2021 Definitive Rating
Assigned Aa2 (sf)

EUR23,800,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Upgraded to A1 (sf); previously on Mar 18, 2021
Definitive Rating Assigned A2 (sf)

EUR23,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Upgraded to Baa2 (sf); previously on Mar 18, 2021
Definitive Rating Assigned Baa3 (sf)

EUR15,700,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Upgraded to Ba2 (sf); previously on Mar 18, 2021
Definitive Rating Assigned Ba3 (sf)

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

EUR217,000,000 Class A Senior Secured Floating Rate Notes due
2034, Affirmed Aaa (sf); previously on Mar 18, 2021 Definitive
Rating Assigned Aaa (sf)

EUR10,500,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed B3 (sf); previously on Mar 18, 2021
Definitive Rating Assigned B3 (sf)

Palmer Square European CLO 2021-1 DAC, issued in March 2021, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Palmer Square Europe Capital Management LLC. The
transaction's reinvestment period will end in April 2025.

RATINGS RATIONALE

The rating upgrades on the Classes B, C, D and E notes are
primarily a result of the benefit of the shorter period of time
remaining before the end of the reinvestment period in April 2025.

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

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.

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

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

Performing par and principal proceeds balance: EUR350.4m

Defaulted Securities: 0

Diversity Score: 63

Weighted Average Rating Factor (WARF): 2873

Weighted Average Life (WAL): 4.56 years

Weighted Average Spread (WAS): 3.71%

Weighted Average Coupon (WAC): 3.13%

Weighted Average Recovery Rate (WARR): 44.0%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as the account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published in October 2024. Moody's concluded
the ratings of the notes are not constrained by these risks.

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

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

Additional uncertainty about performance is due to the following:

-- Portfolio amortisation: Once reaching the end of the
reinvestment period in April 2025, the main source of uncertainty
in this transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

-- Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.

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

PENTA CLO 2021-2: Fitch Assigns 'B-sf' Rating to Class F-R Notes
----------------------------------------------------------------
Fitch Ratings has assigned Penta CLO 2021-2 DAC reset notes and its
class A-1 delayed drawdown loan ratings, as detailed below.

   Entity/Debt                    Rating               Prior
   -----------                    ------               -----
Penta CLO 2021-2 DAC

   A XS2393698126             LT PIFsf  Paid In Full   AAAsf

   A-1-R Loan                 LT AAAsf  New Rating

   A-1-R Notes XS3019792079   LT AAAsf  New Rating

   A-2-R XS3019792400         LT AAAsf  New Rating

   Additional
   Subordinated Notes         LT NRsf   New Rating

   B-1 XS2393698399           LT PIFsf  Paid In Full   AAsf

   B-2 XS2393698472           LT PIFsf  Paid In Full   AAsf

   B-R XS3019792665           LT AAsf   New Rating

   C XS2393698803             LT PIFsf  Paid In Full   Asf

   C-R XS3019793044           LT Asf    New Rating

   D XS2393698985             LT PIFsf  Paid In Full   BBB-sf

   D-R XS3019793390           LT BBB-sf New Rating

   E XS2393699017             LT PIFsf  Paid In Full   BB-sf

   E-R XS3019793556           LT BB-sf  New Rating

   F XS2393699447             LT PIFsf  Paid In Full   B-sf

   F-R XS3019793804           LT B-sf   New Rating

Transaction Summary

Penta CLO 2021-2 DAC reset transaction is a securitisation of
mainly senior secured obligations with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds will be used to fund a portfolio with a target par of
EUR400 million and redeem existing notes.

The portfolio is actively managed by Partners Group (UK) Management
Ltd. The collateralised loan obligation (CLO) has a reinvestment
period of about five years and an eight-year weighted average life
(WAL) test limit.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors of the existing portfolio at
'B'/'B-'. The Fitch weighted average rating factor (WARF) of the
existing portfolio is 25.1.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the existing portfolio is 61%.

Diversified Asset Portfolio (Positive): The transaction includes
two matrices at closing and two forward matrices that are effective
six months after closing. Each set has fixed-rate asset limits of
5% and 10%. The manager can switch to the forward matrices if the
portfolio balance (with defaults at the Fitch collateral value) is
at least equal to the target par.

The transaction also features various standard portfolio
concentration limits, including a fixed-rate obligation limit at
10%, a top 10 obligor concentration limit at 20%, and a maximum
exposure to the three largest Fitch-defined industries at 40%.
These covenants ensure the asset portfolio will not be exposed to
excessive concentration.

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

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year, to eight years, on the step-up date, one year after
closing. The WAL extension is automatically subject to conditions
including satisfying the collateral-quality tests, coverage tests,
and the adjusted collateral principal amount being at least equal
to the reinvestment target par balance.

Cash Flow Modelling (Neutral): The WAL used for the Fitch-stressed
portfolio is 12 months shorter than the WAL covenant to account for
structural and reinvestment conditions after the reinvestment
period, including passing the over-collateralisation and Fitch
'CCC' limitation tests, as well as a WAL covenant that
progressively steps down over time. In Fitch's opinion, these
conditions reduce the effective risk horizon of the portfolio
during stress periods.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the existing
portfolio would lead to a one-notch downgrades on each of the class
B-R to E-R notes, and to below `B-sf' for the class F-R notes. A
50% RRR decrease would lead to downgrades up to two notches each
for the class B-R to E-R notes, and to below `B-sf' for the class
F-R notes.

Downgrades, which are based on the existing portfolio, may occur if
the loss expectation is larger than initially assumed, due to
unanticipated high levels of defaults and portfolio deterioration.
Due to the better metrics and shorter life of the existing
portfolio than the Fitch-stressed portfolio, the class B-R to F-R
notes each display a rating cushion of two notches.

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

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

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

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

After the end of the reinvestment period, upgrades, except for the
'AAAsf' notes, may result from a stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.

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

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

DATA ADEQUACY

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for Penta CLO 2021-2
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 any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.

TORO EUROPEAN 10: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Toro European CLO 10 DAC final ratings,
as detailed below.

   Entity/Debt                           Rating           
   -----------                           ------           
Toro European CLO 10 DAC

   Class A XS3004007285              LT AAAsf  New Rating
   Class B XS3004007871              LT AAsf   New Rating
   Class C XS3004008093              LT Asf    New Rating
   Class D XS3004008259              LT BBB-sf New Rating
   Class E XS3004008416              LT BB-sf  New Rating
   Class F XS3004008689              LT B-sf   New Rating
   Subordinated Notes XS3004008846   LT NRsf   New Rating

Transaction Summary

Toro European CLO10 DAC is a securitisation of mainly senior
secured obligations (at least 92.5%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds have been used to fund a portfolio with a target par of
EUR500 million. The portfolio is actively managed by Chenavari
Credit Partners LLP.

The collateralised loan obligation (CLO) has a 4.5-year
reinvestment period and an 8.5-year weighted average life (WAL)
test at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor of the identified portfolio is 24.9.

High Recovery Expectations (Positive): At least 92.5% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 62.6%.

Diversified Asset Portfolio (Positive): The transaction has a
concentration limit for the 10 largest obligors of 20%. The
transaction also includes various concentration limits, including
the maximum exposure to the three largest Fitch-defined industries
in the portfolio at 40%. These covenants ensure the asset portfolio
will not be exposed to excessive concentration. The transaction has
four matrices. Two are effective at closing with fixed-rate limits
of 5% and 12.5%, and two are effective 12 months after closing with
fixed-rate limits of 5% and 12.5%, provided that the portfolio
balance is above target par.

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

Cash Flow Modelling (Positive): The WAL used for the Fitch-stressed
portfolio analysis was reduced by 12 months. This reduction to the
risk horizon accounts for the strict reinvestment conditions
envisaged after the reinvestment period. These include passing the
coverage tests and the Fitch 'CCC' maximum limit after reinvestment
and a WAL covenant that progressively steps down over time after
the end of the reinvestment period. In the agency's opinion, these
conditions would reduce the effective risk horizon of the portfolio
during the stress period.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would lead to a downgrade of one notch for
the class C notes, and have no impact on the other notes.

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class, B, D and E notes have
rating cushions of two notches, and the class C and F notes have
rating cushions of three and five notches, respectively. The class
A notes have no rating cushion as they are already at the highest
achievable rating.

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

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to four notches, except for
the 'AAAsf' notes, which are at the highest level on Fitch's scale
and cannot be upgraded.

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

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

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

DATA ADEQUACY

Toro European CLO 10 DAC

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

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

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



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

BENDING SPOONS: S&P Assigns 'B+' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to
Italy-based technology company and digital products developer
Bending Spoons S.p.A. S&P also rated the $750 million term loan B
(TLB) (including the add-on) 'B+', with a '3' recovery rating
reflecting its anticipation of about 65% recovery for debtholders
in the event of default.

S&P said, "The stable outlook reflects our expectation that Bending
Spoons will continue growing its revenue mainly through new
acquisitions and the successful integration of acquired digital
products, which should allow its S&P Global Ratings-adjusted EBITDA
margin to improve above 30% and lead to adjusted leverage of about
4.6x, with free operating cash flow (FOCF) to debt improving toward
10%.

"The ratings are in line with the preliminary ratings we assigned
on Feb. 12, 2025. There were no material changes to the financial
documentation compared with our original review, and the company's
operating performance has been in line with our forecasts. In March
2025 Bending Spoons completed the acquisition of Germany-based
outdoor navigation and route-planning application Komoot, which was
partly debt-funded. Bending Spoons raised a $150 million TLB add-on
to the existing $600m TLB and will use the proceeds to repay the
RCF, which it partially drew down during March 2025 to pay for
Komoot.

"We continue to assume that Bending Spoons will integrate Komoot
and other products acquired in 2024-2025 with no material setbacks,
based on its successful track record of acquiring mobile, web, and
desktop digital products, integrating them into its portfolio, and
improving their operating efficiency and monetization. However,
this acquisition will marginally increase its S&P Global
Rating-adjusted debt to EBITDA to 4.6x in 2025, from the 4.3x we
previously expected, reflecting higher add-on debt to finance the
acquisition. We anticipate that adjusted EBITDA will remain broadly
unchanged versus our February 2025 base case, reflecting increased
restructuring and costs related to the acquisition and other
2024-2025 acquired digital products, and our expectation that
Bending Spoons will have fully achieved operating efficiencies and
integration by the second year post-acquisition. We anticipate S&P
Global Ratings-adjusted FOCF to debt of about 7.5% in 2025,
improving to above 10.0% in 2026 on growing earnings and lower
restructuring costs.

"The stable outlook reflects our expectation that Bending Spoons
will continue growing revenue, mainly via new acquisitions, and
will successfully integrate acquired digital products and enhance
their monetization, while achieving operating cost efficiencies.
This should allow its S&P Global Ratings-adjusted EBITDA margin to
improve above 30%, generate solid positive FOCF, and lead to
adjusted leverage of about 4.6x or below and FOCF to debt improving
toward 10%.

"We may lower the rating if Bending Spoons' leverage approached 5x
or its FOCF to debt fell to 5%. This could happen because of
operating underperformance due to tough competition, higher churn
of paying subscribers, or declining monetization due to inability
to raise prices.

"Rating upside is unlikely over the next 12 months. However, we
could raise the rating on Bending Spoons over the longer term if
the company delivered stronger organic growth than we currently
expect, significantly increased the scale and diversity of its
digital products portfolio, and consistently achieved S&P Global
Ratings-adjusted EBITDA margins above the 30% industry average.
Adjusted leverage reducing to consistently below 3.5x and FOCF to
debt approaching 15%, together with the company's commitment to
maintaining such metrics on a sustainable basis, could also lead to
an upgrade."




=============
R O M A N I A
=============

MAS PLC: Fitch Keeps 'BB-' Long-Term IDR on Watch Negative
----------------------------------------------------------
Fitch Ratings is maintaining MAS PLC's ratings, including its
Long-Term Issuer Default Rating (IDR) of 'BB-' and its senior
unsecured rating of 'B+', on Rating Watch Negative (RWN). The
Recovery Rating is 'RR5'.

The RWNs reflect MAS's liquidity challenges ahead of its EUR173
million bond maturing in May 2026. In March 2025, MAS announced PKM
Development Ltd's (DJV) potential acquisition of 60% of its
ordinary equity from Prime Kapital (PK). If this goes ahead, MAS
will own 100% of the post-transaction DJV. Fitch expects the
transaction to simplify MAS's complex corporate structure and
enable MAS to directly access rents from DJV's completed commercial
property assets and to raise debt against them. This should allow
sufficient liquidity for MAS's debt repayment, despite its early
dividend resumption if the DJV transaction is successful. The DJV
transaction is subject to MAS's shareholders' approval.

Fitch expects to resolve the RWNs after the shareholders' vote and
its assessment of the company's plans to access additional
liquidity sources ahead of its main May 2026 debt maturity.

Key Rating Drivers

Liquidity Challenges: MAS has progressed with procuring liquidity
ahead of its EUR173 million May 2026 bond maturity. The disposal of
its strip malls portfolio in January 2025 resulted in EUR44 million
cash proceeds and around a EUR9 million reduction in its commitment
to DJV to purchase certain asset extensions. MAS has also attracted
EUR91 million of additional secured debt and is negotiating another
EUR45 million.

Excluding the negotiated debt but including the remaining EUR55
million commitment from MAS to DJV, the Fitch-calculated liquidity
gap to the May 2026 maturity remains over EUR100 million. It
reduces to about EUR14 million if the negotiated debt and
Fitch-forecast funds from operations (FFO) are included, as MAS has
suspended its dividends. Fitch views MAS's available unsecured
funding from capital markets as limited, while its income-producing
assets are almost all pledged.

DJV Transaction: MAS has announced an agreement signed by MAS, DJV
and PK to allow DJV to repurchase all its ordinary equity held by
PK and an early termination of the DJV joint-venture agreement. In
exchange, PK is to receive (i) all DJV-owned MAS shares (140.2
million shares), (ii) the residual purchase price of EUR155.5
million consisting of DJV's residential assets and development
pipeline, subject to valuation at the closing of the transaction
(EUR66 million at end-2024) and the remainder in cash. If
completed, DJV will become a wholly-owned subsidiary of MAS.

MAS might reduce the cash outlay to EUR30 million and fund the
remainder through a planned issuance of unsecured debt maturing in
April 2029 to PK (PK notes). The repurchase and the issuance of the
PK notes will require separate approvals of MAS shareholders
(excluding DJV- and PK-related entities holding respectively 20%
and 13% of MAS).

Liquidity Post-DJV Transaction: MAS estimates that the transaction,
if approved by shareholders and completed as scheduled in FY25
(financial year to end-June), will boost liquidity via access to
around EUR50 million of DJV's cash. This cash may be used to fund
part of the DJV share repurchase. It will also allow MAS to pledge
DJV completed assets against new secured debt it plans to raise to
refinance its 2026 debt maturities, If the PK notes are issued,
thus reducing the cash outlay for the DJV share repurchase, MAS
will be able to resume dividends from September 2025 onwards.

Limited Cash Flow from DJV: MAS is entitled to receive DJV's common
stock dividends and a 7.5% coupon on its outstanding preference
shares (EUR502.2 million including accrued dividend in 2024) in
DJV. In the last 30 months MAS has received only EUR7 million of
cash coupon as DJV's distributions are subject to a liquidity test,
including planned capex. If the test is not met, the coupon is not
paid but is accrued. If the DJV transaction is completed, MAS will
gain direct access to DJV's commercial properties and their cash
flows. The preference shares will become an intragroup item.

DJV Commercial Property Assets and Developments: At end-2024, DJV's
income-producing property had a total gross asset value (GAV) of
EUR369 million and generated annualised EUR24 million in net rent.
In April 2025, the major extension and redevelopment of an existing
enclosed mall, Mall Moldova, should complete with EUR51 million
remaining capex. MAS estimates that at FYE25 DJV's GAV will exceed
EUR590 million and net rent will total EUR35 million. The average
gross loan-to-value (LTV) on this portfolio will be below 5%.

Complicated Corporate Structure: MAS' corporate structure is
complicated by its relationship with the PK-controlled DJV, which
provides it with exposure to property developments. The development
projects are primarily funded through preference shares issued by
DJV and subscribed to by MAS. DJV has also partially used the
preference share proceeds to acquire MAS shares. If the DJV
transaction is completed, this structure will be simplified.

Robust Operational Results: In 1HFY25 MAS's retail assets benefited
from consumption growth in Romania. The portfolio recorded 7.3%
like-for-like (lfl) net passing rent growth, aided by 9.5% rent
reversion and 2.6% inflation-linked indexation. Lfl footfall
increased 5.5% and tenants' lfl sales per square metre were up
7.8%. Occupancy was high at 98%, helped by a stable occupancy cost
ratio of 10.6%. The performance of DJV's retail assets, managed by
the MAS team, was also robust.

Moderate Leverage: Given the uncertainties of the shareholder
approval of the DJV transaction, Fitch has not included its effect
in its forecasts. Fitch forecasts MAS's moderate net debt/EBITDA at
6.6x in FY25, before it gradually decreases to 6.0x in FY28, helped
by the dividend suspension until FY27. EBITDA interest coverage is
expected at 2.3x, increasing to 3x by FY27. Fitch includes only
preferred shares cash income and dividends from DJV in its
Fitch-adjusted EBITDA calculation but Fitch forecasts none will be
received from DJV.

Peer Analysis

MAS's fully-owned EUR1 billion retail portfolio is similar in size
to the portfolio of AKROPOLIS GROUP, UAB (BB+/Stable) which owns
and operates five retail assets in Lithuania (A/Stable) and Latvia
(A-/Stable). While AKROPOLIS has higher asset and geographic
concentration than MAS, the latter's portfolio is predominantly in
Romania (BBB-/Negative) whose operating environment is weaker than
in Lithuania and Latvia.

The portfolios of NEPI Rockcastle N.V. (BBB+/Stable), valued at
EUR7.6 billion; Globalworth Real Estate Investments Limited
(BBB-/Stable), valued at EUR2.6 billion; and Globe Trade Centre
S.A. (GTC; BB+/Negative) valued at EUR2.5 billion (pro-forma for a
German residential portfolio acquisition), are bigger and more
diversified. However, only GTC is diversified between retail,
offices and residential for rent.

MAS differs from other rated EMEA real estate companies in its
complex corporate structure, where new properties are exclusively
developed and held through the PK-controlled DJV but financed with
MAS-committed preferred equity. Peers typically directly develop
and own their assets or through jointly controlled JV structures.

MAS's forecast net debt/EBITDA at 6.6x is higher than AKROPOLIS's
net debt/EBITDA of below 4.0x until 2026 and a LTV below 35%.
NEPI's net debt/EBITDA is forecast at below 6.0x. MAS's financial
profile is affected by its liquidity challenges ahead of its FY26
debt maturities.

Key Assumptions

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

- Fitch analyses MAS's financial profile on a standalone basis.
Only dividends and cash-paid preference share coupons received from
DJV (generated from recurring, rental-derived, post-interest
expense profits) are included in Fitch-adjusted EBITDA and are
assumed at zero in the forecast period

- Lfl net rental income growth of 9% in FY25 and around 2%
thereafter due to indexation and rent increases on renewals

- No dividends paid by MAS in FY25 and FY26 and 90% of FFO
thereafter

- No acquisitions, except EUR14 million for two small extensions
still held by DJV and subject to a put option available to DJV

- Remaining commitments to DJV at FYE24 of EUR42 million preference
shares and a EUR30 million revolving credit facility (RCF) assumed
to be paid in FY25

RATING SENSITIVITIES

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

- Failure to address the May 2026 bond maturity by at least end-May
2025

- A 12-month liquidity score below 1x on a sustained basis

- Material deterioration in operating metrics, such as occupancy
below 90%

- Net debt/EBITDA (including cash-paid preference share coupons)
exceeding 8.5x

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

- Successfully refinancing, or securing sufficient liquidity to
refinance, its May 2026 bond

Liquidity and Debt Structure

MAS's liquidity is moderate. At end-2024, MAS had EUR145 million of
readily available cash, including EUR35 million in units of
BlackRock ICS Euro Government Liquidity Fund Core (AAAmmf), a money
market fund. MAS has access to an undrawn RCF of EUR20 million,
which however matures in November 2025. These amounts cover the
next 12 months of debt amortisations and undrawn commitments of
EUR69 million towards DJV (including DVJ's put option on the two
remaining EUR14 million assets' extensions). Significant debt
maturities are scheduled for FY26, mainly the EUR173 million May
2026 maturity.

If the DJV transaction does not go ahead, MAS has different options
to address its inadequate liquidity, including additional secured
debt, asset disposals and issuing new unsecured debt.

Issuer Profile

MAS is a real estate company that owns and operates a portfolio of
retail assets, mainly in Romania, but also in Bulgaria and Poland.
The shopping centres are largely in secondary locations weighted
towards convenience-led stores. MAS has exposure to asset
development exclusively through DJV.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

MAS has an ESG Relevance Score of '4' for Group Structure due to
the group's complexity, which includes disclosed related-party
transactions (including preference shares, a previous property
disposal transaction to MAS) and cross-holdings (such as the
unusual circumstance of DJV owning shares in MAS). This has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

MAS has an ESG Relevance Score of '4' for Governance Structure due
to the potential for conflicts of interest and related-party
transactions. While common management between MAS and the DJV has
been significantly reduced, at FYE24 MAS disclosed that DJV owned
around 19% of MAS. MAS's majority-independent board members oversee
most dealings and transactions, mitigating the risk of conflicts of
interest. This governance structure has a negative impact on the
credit profile and is relevant to the ratings in conjunction with
other factors.

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

   Entity/Debt         Rating                     Recovery   Prior
   -----------         ------                     --------   -----
MAS PLC          LT IDR BB- Rating Watch Maintained          BB-

   senior
   unsecured     LT     B+  Rating Watch Maintained   RR5    B+

MAS
Securities B.V.

   senior
   unsecured     LT     B+  Rating Watch Maintained   RR5    B+



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

BAHIA DE LAS ISLETAS: Moody's Puts Caa2 CFR on Review for Downgrade
-------------------------------------------------------------------
Moody's Ratings has placed the Caa2 long term corporate family
rating of Bahia De Las Isletas, S.L. (Naviera Armas or Bahia De Las
Isletas) on review for downgrade. Moody's also placed on review for
downgrade the Caa2-PD probability of default rating of Naviera
Armas and the Caa3 senior secured notes rating of ANARAFE, S.L.U.
Previously, the outlook on both entities was stable.

"The rating action was triggered by a very weak financial
performance of Naviera Armas during the first nine months of 2024,
which Moody's believes increases the likelihood of an adjustment of
the capital structure during 2025" says Daniel Harlid, a Moody's
Ratings VP - Senior Credit Officer and lead analyst for Naviera
Armas.

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

During the first nine months of 2024, Naviera Armas reported a
normalized EBITDA of EUR16.6 million, which was nearly 40% lower
than the same period in 2023. This performance was significantly
below Moody's expectations when the rating was assigned in March
2024, where Moody's anticipated that the company's
performance-enhancing initiatives would lead to an EBITDA growth of
5% to 10% for the year. Due to this underperformance and the
resulting weaker-than-expected liquidity position, Moody's believes
the company may need to either sell assets to avoid defaulting on
the super senior EUR60 million term loan maturing in June 2025, or
request an extension from lenders, which may qualify as a
distressed exchange under Moody's definitions.

The review for downgrade, which is expected to be resolved within
the next three months, will focus on the company's prospects for
successfully refinancing the EUR60 million term loan maturing in
June 2025, as well as the outstanding EUR194 million senior secured
floating rate notes maturing in March 2026. Additionally, the
review will assess the sustainability of the current business
model, given that the anticipated turnaround has yet to yield
meaningful results.

STRUCTURAL CONSIDERATIONS

The Caa3 rating on the outstanding EUR194 million senior secured
notes due March 2026 issued by ANARAFE, S.L.U. is one notch lower
than the CFR. This reflects that the notes rank behind the EUR60m
term loan and the EUR20m reverse factoring facility in terms of the
transaction security.

LIQUIDITY

Naviera Armas has a weak liquidity profile. As of September 30,
2024, the company's liquidity sources included cash on balance
sheet of EUR45 million, of which EUR20 million was classified as
restricted. In addition, the company has access to a EUR20 million
reverse factoring facility (EUR11 million was drawn in September
30, 2024). This facility, however, matures in April this year.

Under Moody's base case, the company's main cash uses include
around EUR35 - EUR40 million in dry-docking / other maintenance
capex as well as regular lease payments of around EUR39 million
annually. Mitigating the weak liquidity is the fact that after July
2024, interest on the senior secured notes follows a PIK toggle
scheme such that cash interest will be paid if the minimum
projected cash balance as of the last day of each of the 13
consecutive months from the relevant interest determination date
exceeds EUR20 million, with the remaining portion of interest
accruing by increasing the notional debt amount.

Prior to the initiation of the review for downgrade the factors
that could lead to an upgrade / downgrade were defined as follows:

The ratings could be upgraded if Naviera Armas' operating
performance improves so as to:

-- support stronger profitability levels

-- reduce the company's negative FCF generation to help address
the sustainability of the capital structure, and

-- further strengthen the liquidity position

A rating upgrade would also require the company to successfully
address the refinancing of its super senior secured term loan that
matures in June 2025.

Conversely, the ratings could be downgraded if:

-- a deteriorating liquidity position, operating performance or
ability to service its debt

-- Moody's see a rising risk of a default with losses to
debtholders.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Las Palmas, Naviera Armas is a Spanish ferry
operator. The company provides passenger and freight maritime
transportation services mainly in the Canary Islands (between
islands and to/from the Iberian peninsula) and the route Spain –
Morocco / Algeria. As of December 31, 2024, the company operated a
fleet of 19 vessels. The company also operates the largest land
transportation business in Spain with a fleet of more than 500
trucks. For the first nine months of 2024 the company reported
revenue of EUR403 million and a company-adjusted EBITDA of EUR16.6
million (on a Spanish GAAP basis).



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

ACM-47 GUILDFORD: FRP Advisory Named as Administrators
------------------------------------------------------
ACM-47 Guildford Rd Limited was placed into administration
proceedings in the High Court of Justice Court Number:
CR-2025-001641, and Miles Needham and Andy John of FRP Advisory
Trading Limited, were appointed as joint administrators on March
11, 2025.  
       
ACM-47 Guildford specialized in the development of building
projects.
       
Its registered office is at 60 Brackendale Road, Camberley, GU15
2JY to be changed to 4 Beaconsfield Road, St Albans, Hertfordshire,
AL1 3RD.
       
Its principal trading address is at 47 Guildford Road, Bagshot,
GU19 5JW.
       
The joint administrators can be reached at:
       
          Miles Needham
          Andy John
          FRP Advisory Trading Limited
          4 Beaconsfield Road, St Albans
          Hertfordshire, AL1 3RD
       
Further details contact:
       
          The Joint Administrators
          Tel No: 01727 811111
       
Alternative contact:

          Daniel Brooks
          Email: cp.stalbans@frpadvisory.com


ADVANZ PHARMA: EUR100MM Loan Add-on No Impact on Moody's 'B2' CFR
-----------------------------------------------------------------
Moody's Ratings reports that on March 26, 2025 ADVANZ PHARMA Holdco
Limited (Advanz or the company) launched a EUR100 million senior
secured million add-on facility, to be issued by the company's
subsidiary, Cidron Aida Finco S.a r.l. The proposed add-on facility
will be fungible with the company's existing Euro-denominated
senior secured term loan B. The issuance is expected to form part
of a wider leverage-neutral refinancing of the company's debt
structure.

The company's ratings are unaffected by the proposed transaction,
including its B2 long-term corporate family rating (CFR), B2-PD
probability of default rating, the B2 ratings of the senior secured
bank credit facilities and the backed senior secured notes issued
by Cidron Aida Finco S.a r.l, and the stable outlook.

Advanz has been impacted by two specific trading challenges which
are expected to lead to EBITDA reduction and increased leverage in
2025. The revocation of conditional marketing authorisation for
Ocaliva in European Economic Area (EEA) in 2024 was already
factored into Moody's credit assessment. However the decline will
be faster than expected, mainly during 2025 rather than spread over
two years, because there are tighter restrictions on the company's
ability to retain sales via named patient programmes.

In addition the company has suffered from constraints from one CMO
supplier relating to two drugs, Lanreotide and Paliperidone, which
will continue to adversely impact sales until around the second
half of 2025. Whilst the supplier is resolving technical and
capacity issues, Moody's notes that in general these headwinds are
typical of the industry and have potential to recur.

As a result Moody's expects the company's Moody's-adjusted EBITDA
to fall by around 20-25% in 2025 (on an underlying basis after
acquisitions effects), with leverage peaking at slightly over 6x,
compared to 5.1x at December 2024. Thereafter Moody's expects
leverage to reduce to around 5.5 – 6.0x, as the company starts to
roll out sales from a relatively strong pipeline of potential
biosimilar drug opportunities, partially offset by low single digit
percentage declines in the base portfolio. However, the timing and
extent of sales from new biosimilar drugs remains uncertain at this
stage.

Leverage levels are partially mitigated by the company's high cash
balance of GBP328 million as at December 2024. However given recent
trading headwinds and high leverage the rating is currently weakly
positioned.

The B2 CFR reflects the company's: (1) good diversification by
therapeutic area and formulation; (2) expected positive organic
revenue growth excluding Ocaliva taking account of pipeline
launches; (3) relatively high profitability with Moody's-adjusted
EBITDA margin above 35%; (4) strong cash conversion before new
acquisition spending and high cash balances; and (5) good track
record of acquisition execution and deleveraging.

The ratings also reflect the company's: (1) substantial reduction
in Ocaliva revenue and EBITDA contribution following the revocation
of conditional marketing authorisation in the EEA in 2024; (2)
degree of geographic concentration in the UK; (3) levered capital
structure with Moody's-adjusted debt/EBITDA expected to be
sustained at around 5.5-6.0x over the next 12-18 months; (4)
acquisitions and investment in drug pipeline necessary to generate
growth; and (5) fines and potential damages relating to historic UK
Competition and Markets Authority (CMA) investigations.

OUTLOOK

The stable outlook reflects Moody's expectations that growth from
the company's core portfolio and pipeline will partially offset
declines in Ocaliva, leading to leverage being maintained at around
5.5 – 6.0x over the next 12-18 months. It also assumes that the
company will continue to generate stable or growing organic
revenues. The outlook also assumes that there are no materially
releveraging transactions such as dividend capitalisations or
debt-funded acquisitions, and that the company will maintain at
least adequate liquidity.

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

The ratings could be upgraded if the company (1) maintains positive
organic revenue and EBITDA growth; and (2) reduces its
Moody's-adjusted leverage below 4.5x on a sustainable basis; and
(3) generates free cash flow (FCF) / debt above 10% on a
sustainable basis; and (4) maintains at least adequate liquidity.
An upgrade would also require the company to demonstrate adherence
to a financial policy consistent with the above metrics.

The ratings could be downgraded if (1) revenues or margins from the
company's drug portfolio excluding Ocaliva decline organically; or
(2) the company's Moody's-adjusted gross debt/EBITDA increases
sustainably above 5.5x; or (3) Moody's-adjusted FCF / debt reduces
below 5% on a sustained basis; or (4) liquidity concerns arise.

CHEESE GEEK: KRE Corporate Named as Joint Administrators
--------------------------------------------------------
The Cheese Geek Limited was placed into administration proceedings
in the Royal Court of Justice Court Number: CR-2025-001774, and
Paul Ellison and David Taylor of KRE Corporate Recovery Limited,
were appointed as joint administrators on March 14, 2025.  
       
Cheese Geek specialized in the wholesale and retail of dairy
products.
       
Its registered office is at C/O KRE Corporate Recovery Limited,
Unit 8, The Aquarium, 1-7 King Street, Reading, RG1 2AN.
       
Its Principal trading address is at Wsm Connect House, 133-137
Alexandra Road, Wimbledon, London SW19 7JY.
       
The joint administrators can be reached at:
       
      Paul Ellison
      David Taylor
      KRE Corporate Recovery Limited
      Unit 8, The Aquarium, 1-7 King Street
      Reading, RG1 2AN
       
Further details contact:
       
      The Joint Administrators
      Email: info@krecr.co.uk
      Tel No: 01189 479090
       
Alternative contact: Alison Young
       

COLSTAN PROFILES: PKF Smith Named as Joint Administrators
---------------------------------------------------------
Colstan Profiles Limited was placed into administration proceedings
in the High Court of Justice, Business & Property Courts in
Birmingham, Court Number: 2025-BHM-000111, and Brett Lee Barton and
Dean Anthony Nelson of PKF Smith Cooper, were appointed as joint
administrators on March 14, 2025.
  
Colstan Profiles operates in the manufacturing industry.

Its registered office is at PKF Smith Cooper, Cornerblock, 2
Cornwall Street, Birmingham, B3 2DX

Its principal trading address is at Bay 4 Central Works, Peartree
Lane, Dudley, DY2 0QU.

The joint administrators can be reached at:

                Brett Lee Barton
                Dean Anthony Nelson
                PKF Smith Cooper
                Cornerblock, 2 Cornwall Street
                Birmingham, B3 2DX
                Email: brett.barton@pkfsmithcooper.com
                       Dean.Nelson@pkfsmithcooper.com
                Telephone: 0121 236 6789

For further information, contact

                Andrew Stevens
                PKF Smith Cooper
                Tel No: 02475 097627
                Email: andrew.stevens@pkfsmithcooper.com
                Cornerblock, 2 Cornwall Street
                Birmingham, B3 2DX

FGSPV 4: Leonard Curtis Named as Joint Administrators
-----------------------------------------------------
FGSPV 4 Limited was placed into administration proceedings in the
High Court of Justice Business and Property Courts of England and
Wales, Insolvency & Companies List (ChD) Court Number:
CR-2025-001823, and Nick Myers and Alex Cadwallader of Leonard
Curtis, were appointed as joint administrators on March 17, 2025.

       
FGSPV 4, formerly known as Doctors at Work Ltd, specialized in the
development of building projects.
       
Its registered office is at The East Wing, Holland Court, Norwich,
NR1 4DY.
       
Its principal trading address is at The Land to the Rear of 59/61
London Road, Little Clacton, Essex, CO16 9RB.
       
The joint administrators can be reached at:
       
                Nick Myers
                Alex Cadwallader
                Leonard Curtis
                5th Floor, Grove House
                248a Marylebone Road
                London, NW1 6BB
       
Further details contact:
       
                The Joint Administrators
                Tel: 020 7535 7000
                Email: recovery@leonardcurtis.co.uk
       
Alternative contact: Amber Walker


GREENWICH BIDCO: Fitch Assigns 'B(EXP)' IDR, Outlook Positive
-------------------------------------------------------------
Fitch Ratings has assigned Greenwich Bidco Limited (Kantar Media)
an expected Long-Term Issuer Default Rating (IDR) of 'B(EXP)'. The
Outlook is Positive. Fitch has also assigned an expected senior
secured instrument rating of 'B+(EXP)' with a Recovery Rating of
'RR3' to the company's EUR560 million term loan B (TLB).

The 'B(EXP)' IDR reflects the company's sticky revenue base in
audience measurements, and its advancement in cross-media
measurement solutions, which reduces its exposure to traditional
TV. The rating also reflects high leverage of 5.3x pro forma for
the acquisition, as well as initial IT investments and separation
costs weighing on free cash flow (FCF) in 2025 and 2026.

The Positive Outlook reflects its expectations of solid execution
of the carve-out plan, limited cost overruns and steadily improving
profitability and FCF generation, which if achieved alongside solid
financial discipline may lead to positive rating action.

Key Rating Drivers

Solid Market Position, Revenue Visibility: The company operates in
more than 60 countries and has leading positions in 26 markets,
particularly in Europe and Latin America (62% and 24% of 2024
Fitch-estimated net revenue and about 35% and 40% of audience
measurement, respectively). Visibility is supported by recurring
revenues, three-year average contracts in audience measurement
(five to seven years in Joint Industry Committee (JIC) markets),
and high switching costs (setting up new panel, loss of historical
data) leading to strong retention rates.

Strength of Cross-Media Proposition: Kantar Media's cross-media
proposition combine insights from consented panels and data from
partnership agreements with digital providers (such as Netflix and
YouTube) and create 'private-proofed' consented insight. TechEdge -
Kantar Media's audience analytics business - is one of the
company's fastest growing segments and provides buy-side and
sell-side customers with audience measurement insights, including
third-party independent data.

Carve-Out's Moderate Execution Risk: The company has operated
independently from Kantar Group since 2023. However, it has
continued to rely on wider group infrastructure for finance, HR and
technology, cloud management and cybersecurity. The shift to
operating fully independently will create separation costs of about
USD65 million as well as some IT investments, predominantly in 2025
and 2026. As customer support systems have already been migrated,
Fitch believes execution risk is moderate, but any cost overruns or
delays could slow profitability improvements and prolong negative
FCF.

Thin FCF but Sufficient Liquidity: Fitch models some large cash
outflows from technology enhancement and separation costs weighing
on FCF in 2025 and 2026. However, liquidity is sufficient, with
USD60 million cash pro forma for the HIG acquisition and an undrawn
USD128 million revolving credit facility (RCF) to cover about USD23
million of negative FCF in 2025 and USD2 million in 2026, before
turning structurally positive at about 7% FCF margin in 2027. This
FCF would be strong for the rating.

High Leverage Should Decline: Fitch forecasts leverage of about
5.3x in 2025 and 2026. As profitability improves, EBITDA leverage
should decline to 4.5x in 2027, with EBITDA interest coverage
rising towards 3.3x, and technology enhancement costs subsides. If
Fitch sees evidence of financial discipline, lower leverage may
pave the way for an upgrade to 'B+' by 2027.

Customer and End-Market Concentration: Kantar Media operates
predominantly in hybrid broadcasting end-markets, and the five
largest customers represent around 20% of revenue. The
concentration risk, as already reflected in the rating, is somewhat
mitigated by long-term contract revenue structure in audience
measurement segment, which for JIC customers is typically from five
to seven years and for syndicated customers usually from one to
three years.

Evolving Media Landscape Opportunities: Kantar Media's shift to the
cross-media measurement market is in response to growing customer
preference for media digitisation (e.g. video on demand and out of
home, and ad-financed streaming services). Kantar Media aims to
become an independent measurement solution provider across all
media types, investing and forming partnerships with digital media
companies to achieve this. The cross-media market is complex with
numerous variables outside the company's control. However, Kantar
Media remains a market leader outside the US and is well-positioned
to seize a significant portion of the expanding market. The
entrenched nature of the business supports the credit profile.

Expected Ratings: Proceed from the TLB will be used alongside a
shareholder contribution to finance HIG's acquisition of Kantar
Media from Kantar Group, pay related fees and expenses, and
pre-fund around USD50 million of separation costs. Fitch aims to
assign final ratings upon execution of the acquisition and receipt
of final terms that confirm the information that has been presented
to Fitch.

Peer Analysis

Kantar Media has similar scale and revenue visibility as 'B'
category peers in Fitch's data, analytics and processing services
portfolio. Fitch forecasts high leverage of 5.3x in 2025, in line
with or better than peers. Peers tend to have mid-single-digit or
even high double-digit FCF margins supported by strong
profitability. Kantar Media's FCF is temporarily affected by the
carve-out transaction and will only be structurally positive at
around 7% in 2027.

Kantar Media and Neptune BidCo US Inc. (Nielsen; B+/Stable) have
similar industry dynamics, with both companies strengthening their
cross-media capabilities in audience measurement insights. Nielsen
and Kantar Media have similar leverage profiles (5.0x-6.0x EBITDA
leverage), but Nielsen is the largest global services provider in
audience measurement and the US market leader. Nielsen has
significantly stronger FCF margins than Kantar Media at low
double-digits.

Intermediate Dutch Holdings B.V. (NielsenIQ; B+/Stable) and Ipsos
SA (BBB/Stable) are not direct peers but provide market research
and consumer insight measurement services. Pro forma for the GfK
acquisition, NielsenIQ is larger than Kantar Media and has slightly
lower leverage (Fitch forecasts under 5.0x in 2025). They have
similar profitability, with EBITDA margins of around 20% or higher,
but Fitch expects NielsenIQ will have a stronger FCF margin in 2025
and 2026, before Kantar Media completes the separation process.

Ipsos is larger and more diversified, but has weaker profitability
due to its operations in market and consumer research data. This is
offset by its significantly stronger financial profile (EBITDA net
leverage peaking at 1.1x in 2026F).

Key Assumptions

- Mid-single-digit revenue growth in 2025-2027

- Fitch-defined EBITDA margin gradually increasing to around 25% in
2027 from around 23% in 2025 and 21% in 2026 as carve-out costs
reduce

- Working-capital inflows at 0.2% of revenue in 2025-2027

- Capex at 7%-9% of revenue (including capitalised R&D expenses and
client pre-funded capex) in 2025-2027

- No dividend distribution

- No M&A

- Terms of shareholder loans in line with Fitch's criteria for
non-debt treatment

Recovery Analysis

Fitch estimates that Kantar Media's asset-light business model, in
the event of default, would generate more value from a
going-concern (GC) restructuring than a liquidation of the
business.

Fitch has assumed a 10% administrative claim in the recovery
analysis.

Its analysis assumes post-restructuring GC EBITDA of around USD95
million. Fitch has applied a 5.5x distressed multiple, reflecting
the company's market position and the visibility gained from a
contracted revenue model. It also takes into consideration limited
diversification in terms of customers and end-markets.

Fitch assumes a fully drawn USD128 million RCF upon default. The
RCF and TLB are governed by the same senior facilities agreement
and rank the same upon default. Based on current metrics and
assumptions, the waterfall analysis results in 'RR3' recovery band,
indicating a 'B+' instrument rating for the senior secured TLB.

RATING SENSITIVITIES

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

- Operational underperformance, i.e. loss of major customers or
significant cost overruns in the carve-out and an inability to
improve profitability, with EBITDA margins sustained below 20%

- EBITDA leverage sustained above 6.5x

- Cash flow from operations (CFO) minus capex to total debt
sustained below 2%

- Sustained broadly neutral-to-volatile FCF margin

- Continued drawdowns from the RCF and reduced liquidity headroom

- Fitch could revise the Outlook to Stable if EBITDA leverage was
sustained above 5.0x owing to an appetite for debt funded M&A or
other corporate activities

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

- Successful execution of the carve-out along with stronger
position in cross-media measurement services, with greater scale
(e.g. Fitch-defined EBITDA trending above USD120 million),
diversification and operational efficiencies

- EBITDA leverage sustained below 5.0x

- (CFO minus capex)/total debt sustained above 5%

- FCF margin sustained in mid-single digits

- EBITDA interest coverage sustained above 3.0x

Liquidity and Debt Structure

Liquidity is sufficient, with a USD60 million cash position pro
forma for the acquisition and an undrawn USD128 million RCF to
cover about USD23 million of negative FCF in 2025 and neutral to
positive FCF in 2026, before FCF turns structurally positive in
2027.

The capital structure will include the RCF and TLB maturing in 2031
and 2032, respectively, and a mix of shareholder loans and equity,
treated as non-debt of the rated entity. There are some factoring
facilities in place that Fitch expects to be terminated upon
completion of the carve-out transaction. There is also a
performance-linked earn-out, which Fitch treats as non-debt of the
rated entity.

The shareholder loans include stapling with equity and have event
of defaults, and no acceleration nor enforcement rights.

Issuer Profile

Kantar Media is a global audience measurement provider, offering
insights into viewing habits to content providers and advertisers.
It reported standalone pro forma revenue and company-defined EBITDA
of USD453 million and USD122 million, respectively, in 2024.

Date of Relevant Committee

21-Mar-2025

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt            Rating                   Recovery   
   -----------            ------                   --------   
Greenwich Bidco
Limited             LT IDR B(EXP)  Expected Rating

   senior secured   LT     B+(EXP) Expected Rating   RR3

MILLER HOMES: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed UK housebuilder Miller Homes Group
(Finco) PLC's (Miller Homes) Long-Term Issuer Default Rating (IDR)
at 'B+' with a Stable Outlook. Fitch has also affirmed its senior
secured rating at 'BB-'. Both ratings have been taken off Rating
Watch Negative.

The rating affirmation reflects Miller Homes' stable 2024
performance and better clarity over the group's future
profitability and deleveraging ability, following the addition of
St Modwen Homes Limited (St Modwen). The acquisition, which
occurred in January 2025, brings complementary products, a landbank
with planning consent in place, and economies of scale.

Key Rating Drivers

Enhanced Landbank: Fitch expects Miller Homes to be able to sustain
its gross profit margin of 23% for 2025-2028 (2024: 22%), supported
by its acquisition of St Modwen at a discount to book value. The
group's pro-forma 2024 gross profit and gross profit margin,
including St Modwen, were GBP282 million and 22%, respectively,
including land impairment. The acquisition adds 10,304 plots of
owned and strategic land to Miller Homes' landbank of 57,012 plots
at end-2024, providing about 15 years of supply.

Established Market Position: Miller Homes has an established
presence in the more affordable regions of the Midlands, southern
and northern England, and Scotland. St Modwen has a similar
regional focus with an additional southwest England presence. Both
entities' products are standardised, single-family
three-to-five-bedroom houses located close to towns and cities.

Complementary Products: Miller Homes' and St Modwen's products are
comparable and at similar price points, close to the national
average. Miller Homes' 2024 average selling price (ASP) of
GBP283,000 is slightly lower than St Modwen's GBP303,000, due to
Miller Home's added mix of partnership sales. The St Modwen brand
will be retained with some sites having both brands and sales
outlets. Fitch sees a risk of market cannibalisation but the
difference in design style and fittings specification could appeal
to different customers. The group aims to increase its unit
completion to 6,000 a year.

Deferred Purchase Consideration: Fitch has factored in the GBP125
million deferred consideration for St Modwen as part of the group's
debt obligation. It is an unsecured obligation, subordinated to
Miller Homes' senior secured creditors. Miller Homes acquired St
Modwen for GBP190 million, with GBP65 million of upfront initial
payment and another GBP125 million deferred to July 2027. Another
GBP20 million is due potentially in 2029 or 2030, subject to
planning approvals being obtained for St Modwen's strategic land.

Potential Synergistic Benefits: Fitch believes that Miller Homes
will be able to manage the integration of St Modwen's sites and
operations with potential cost savings. Miller Homes' existing
regional offices will absorb St Modwen's operations while a
southwest regional office will be added. Fitch also anticipates
potential savings from optimising raw material procurement, a
re-tendering with subcontractors, streamlining St Modwen's site
overheads, and replanning sites.

Stable 2024 Performance: Miller Homes' completed 3,698 units in
2024 (2023: 3,475 units) with revenue of about GBP1.1 billion
(2023: GBP1 billion) was supported by firm housing demand and
stabilised mortgage rates during the year. Miller Homes' and St
Modwen's combined revenue and completion were GBP1.3 billion and
4,425 units, respectively. Miller Homes' performance was boosted by
partnership sales, which more than doubled to 875 units in 2024.
Partnership sales to housing associations and private rented sector
investors ensure sales volume and aid operating cash flow cycle
despite a discount to market prices.

Revenue Visibility: As of 23 March 2025, Miller Homes' order book
was GBP815 million with 63% completed or exchanged. This achieves
about 60% of Fitch's 2025 forecast revenue for Miller Homes. The
group's private sales rate (reservations net of cancellations per
outlet per week) improved to 0.65 in 2024 from 0.54 in 2023, in
line with their 10-year average of 0.64. Its private sales rate
improved further to 0.77 in March 2025.

Deleveraging Capacity: Fitch expects Miller Homes to reduce its net
debt/EBITDA to 2.9x by 2027 from 3.7x in 2024, based on its revised
profit expectations and volume completion of around 4,500
units-4,800 units a year. Fitch-calculated net debt includes the
deferred consideration for St Modwen. Its 2024 net debt/EBITDA was
slightly lower than Fitch's previous forecast due to
better-than-expected cash generation. The group's EBITDA, with the
addition of St Modwen, should improve EBITDA interest cover to
3.2x-3.7x during 2025-2027, from 2.1x in 2024.

Undersupplied UK Housing: The UK housing supply has been
consistently below the government's target of 300,000 new homes a
year. This underpins demand for housing in the UK but affordability
remains hampered by high mortgage rates. Fitch expects demand for
Miller Homes' products to be more stable, given its lower ASP than
the sector's stemming from its geographical focus.

No Dividend Payments: Fitch does not expect Miller Homes to pay
shareholder dividends, in line with management's expectations. The
group is 94%-owned by Apollo Global Management Inc and 6%-owned by
certain members of Miller Homes' management.

Peer Analysis

Miller Homes and peer, Maison Bidco Limited (Keepmoat; BB-/Stable),
primarily focus on delivering standardised single-family homes in
northern England, the Midlands, and Scotland, whereas The Berkeley
Group Holdings plc (Berkeley; BBB-/Stable) targets London and the
south east with high-end, multi-family apartment projects.

Miller Homes' ASP in 2024 was GBP283,000, while Keepmoat's ASP is
lower at GBP207,000, reflecting Keepmoat's partnership-focussed
model. Berkeley's ASP stands at GBP644,000, which is driven by its
premium product and London-centric offerings.

Miller Homes' forecast net debt/EBITDA of 3.6x in 2025 constrains
its IDR at 'B+'. In contrast, Keepmoat is expected to maintain a
net debt/EBITDA of 1.5x-1.8x, supporting its 'BB-' IDR. Berkeley's
significant cash reserves and net cash position underpin its 'BBB-'
IDR.

Spanish homebuilders AEDAS Homes, S.A. (BB-/Stable), Via Celere
Desarrollos Inmobiliarios, S.A.U. (BB-/Stable), and Neinor Homes,
S.A. (B+/Stable) specialise in mid-to-high-value multi-family
apartments, comparable to Berkeley's product offerings but on a
smaller scale.

Both UK and Spanish homebuilders face high upfront funding
requirements for land acquisition and development. Spanish
companies often use bespoke financing arrangements tied to
pre-sales, in contrast to the land option strategies prevalent
among UK builders. Spanish housebuilder can access alternative
funding mechanisms, such as deferred payment terms from land
vendors, which can enhance cash flow management, a strategy also
utilised by Keepmoat in its partnership model.

Kaufman & Broad S.A. (BBB-/Stable), a French homebuilder, has the
most optimal funding management through post-marketing land
purchases and customer instalment payments, further benefiting its
working capital position.

Key Assumptions

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

- Volume of around 4,500 units to 4,800 units a year

- ASP of around GBP300,000

- Gross profit margin of around 23%

- Tax asset of GBP43 million from the St Modwen acquisition to be
realised during 2025-2026

- No dividend payments

- Change in net working capital at around 5%-10% of revenue

- Deferred consideration of GBP125 million for the St Modwen
acquisition to be paid in 2027

Recovery Analysis

Fitch typically uses a liquidation approach for homebuilders,
assuming that potential buyers would be interested in valuable
assets such as land and ongoing developments. Fitch has assumed a
full drawdown of Miller Homes' GBP194 million super senior
revolving credit facility (RCF), which remains undrawn. The GBP125
million deferred consideration for St Modwen is an unsecured
deferred liability.

Miller Homes' key assets are its inventory (land and development
work in progress) and receivables. Fitch is maintaining an 80%
advance rate for the company's receivables and inventories. After
deducting 10% for administrative claims, its waterfall analysis
generates a recovery estimate equivalent to a Recovery Rating of
'RR3' for Miller Homes' second-lien secured debt, resulting in a
senior secured rating of 'BB-'.

RATING SENSITIVITIES

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

- Net debt/EBITDA above 3.5x on a sustained basis

- Orderbook/development work-in-progress (WIP) materially below
100% on a sustained basis

- Extraction of dividends that would lead to a material reduction
in free cash flow generation and slower deleveraging

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

- Net debt/EBITDA below 2.0x on a sustained basis

- Maintaining order book/development WIP around or above 100% on a
sustained basis

Liquidity and Debt Structure

Miller Homes is proactively refinancing its EUR465 million senior
secured floating-rate notes due in May 2028 with a similarly sized
euro-denominated floating-rate bond maturing in April 2030. This is
expected to extend its average debt maturity to 4.6 years from 3.6
years. It GBP194 million super senior secured RCF, which remains
undrawn, will also be refinanced to extend its maturity to January
2030 from September 2027.

Fitch expects Miller Homes to comfortably meet the GBP125 million
deferred purchase consideration for St Modwen due in July 2027. The
group's next debt maturity is its GBP425 million senior secured
fixed-rate notes maturing in May 2029. Miller Homes hedges its
euro-denominated debt into sterling.

Issuer Profile

Miller Homes is a UK-based homebuilder with a focus on three key
regions: Midlands and south England, north England and Scotland.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt              Rating         Recovery   Prior
   -----------              ------         --------   -----
Miller Homes Group
(Finco) PLC           LT IDR B+  Affirmed             B+

   senior secured     LT     BB- Affirmed    RR3      BB-

MONKEY BARS: RSM UK Named as Administrator
------------------------------------------
Monkey Bars (Aberdeen) Limited was placed into administration
proceedings in the Court of Session No P217 of 2025, and Paul
Dounis of RSM UK Restructuring Advisory LLP was appointed as
administrator on March 13, 2025.  

Trading as Ninety-Nine Bar, Orchid Bar, Monkey Bars (Aberdeen)
operates public houses and bars.

Its registered office is at 1 East Craibstone Street, Aberdeen,
AB11 6YQ.

Its principal trading address is at 51 Langstane Place, Aberdeen
AB11 6EN; 1 Back Wynd, Aberdeen AB10 1JN.

The administrator can be reached at:

            Paul Dounis
            RSM UK Restructuring Advisory LLP
            Third Floor, 2 Semple Street
            Edinburgh, EH3 8BL

Further details contact:

            Paul Dounis
            Tel No: 0131 659 8300
            Email: restructuring.edinburgh@rsmuk.com

Alternative contact:

             Ailie Crombie
             Tel: 0131 659 8300
             Email: ailie.crombie@rsmuk.com

NEWPARK SECURITY: Opus Restructuring Named as Joint Administrators
------------------------------------------------------------------
Newpark Security Ltd was placed into administration proceedings in
The High Court Of Justice In Northern Ireland Chancery Division
(Company Insolvency) No 29320 Of 2025, and Jack Callow and Colin
David Wilson of Opus Restructuring LLP, were appointed as joint
administrators on March 12, 2025.  

Newpark Security is a manufacturer of electrical equipment.

Its registered office is at C/O David Lyttle + Co Ltd, 46
Molesworth Street, Cookstown, County Tyrone, United Kingdom, BT80
8PA.

The joint administrators can be reached at:

         Jack Callow
         Colin David Wilson
         Opus Restructuring LLP
         2 Manor Farm Court, Old Wolverton Road
         Old Wolverton, Milton Keynes
         Buckinghamshire, England
         MK12 5NN

PROTON GROUP: Opus Restructuring Named as Joint Administrators
--------------------------------------------------------------
The Proton Group Limited was placed into administration proceedings
In the High Court of Justice Court Number: CR-2025-000253, and Mark
Nicholas Ranson and Gareth David Wilcox of Opus Restructuring LLP,
were appointed as joint administrators on March 14, 2025.  

The Proton Group, formerly known as, Proton Chemicals Limited, is a
manufacturer of soap and detergents; cleaning and polishing
preparations; and other chemical products.

Its registered office and principal trading address is at Proton
House Ripley Drive, Normanton Industrial Estate, Normanton, West
Yorkshire, WF6 1QT.

The administrators can be reached at:

         Mark Nicholas Ranson
         Opus Restructuring LLP
         Fourth Floor, One Park Row Leeds
         West Yorkshire, LS1 5HN

         -- and --

         Gareth David Wilcox
         Opus Restructuring LLP
         Cornwall Buildings, 45 Newhall Street
         Birmingham, B3 3QR

Further details contact:

         The Joint Administrators
         Email: birmingham@opusllp.com

Alternative contact: Nicki Millard

RETAIL & FINANCIAL: KPMG Named as Joint Administrators
------------------------------------------------------
Retail & Financial Solutions Limited was placed into administration
proceedings in the High Court of Justice
Business and Property Courts of England and Wales in Leeds
Insolvency and Companies List (ChD) Court Number: CR-2025-001759,
and James Neill and John Donaldson of KPMG, were appointed as joint
administrators on March 14, 2025.  

Retail & Financial operated a quick cash ATM.

Its registered office and principal trading address is at Unit 15
Bickenhill Lane, Elmdon Trading Estate, Birmingham, West Midlands,
England, B37 7HE.

The joint administrators can be reached at:

         James Neill
         John Donaldson
         KPMG
         The Soloist Building
         1 Lanyon Place
         Belfast BT1 3LP

Further details contact:

          The Joint Administrators
          Email: james.neill@kpmg.ie
                 john.donaldson@kpmg.ie

Alternative contact:

          Alex Winch
          Email: alex.winch@kpmg.ie



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

[] BOOK REVIEW: A History of the New York Stock Market
------------------------------------------------------
Author: Robert Sobel
Publisher: Beard Books
Soft cover: 395 pages
List Price: $34.95
https://ecommerce.beardbooks.com/beardbooks/the_big_board.html

First published in 1965, The Big Board was the first history of the
New York stock market.  It's a story of people: their foibles and
strengths, earnestness and avarice, triumphs and crash-and-burns.
It's full of entertaining anecdotes, cocktail-party trivia, and
tales of love and hate between companies and investors.

Early investments in North America consisted almost exclusively of
land.  The few securities holders lived in cities, where informal
markets grew, with most trading carried out in the street and in
coffeehouses.  Banking, insurance, and manufacturing activity
increased only after the Revolution.  In 1792, 24 prominent New
York businessmen, for whom stock- and bond-trading was only a side
business, met under a buttonwood tree on Wall Street and agreed to
trade securities on a common commission basis.  Five securities
were traded: three government bonds and two bank stocks. Trading
was carried out at the Tontine Coffee-House in a call market, with
the president reading out a list of stocks as brokers traded each
in turn.

The first half of the 19th century was heady for security trading
in New York.  In 1817, the Tontine gave way to the New York Stock
and Exchange Board, with a more organized and regulated system.
Canal mania, which peaked in the late 1820s, attracted European
funds to New York and volume soared to 100 shares a day.  Soon, the
railroads competed with canals for funding. In the frenzy, reckless
investors bought shares in "sheer fabrications of imaginative and
dishonest men," leading an economist of the day to lament that
"every monied corporation is prima facia injurious to the national
wealth, and ought to be looked upon by those who have no money with
jealousy and suspicion."

Colorful figures of Wall Street included Jay Gould and Jim Fisk,
who in 1869 precipitated one of the worst panics in American
financial history by trying to corner the gold market.  Almost
lynched, the two were hauled into court, where Fisk whined, "A
fellow can't have a little innocent fun without everybody raising a
halloo and going wild."  Then there was Jay Cooke, who invented the
national bond drive and, practically unaided, financed the Union
effort in the Civil War.  In 1873, however, faulty judgement on
railroad investments led to the failure of Cooke & Co. and a panic
on Wall Street. The NYSE closed for ten days.  A journalist wrote:
"An hour before its doors were closed, the Bank of England was not
more trusted."

Despite J. P. Morgan's virtual single-handed role in stemming the
Knickerbocker Trust panic of 1907, on his death in 1913, someone
wrote "We verily believe that J. Pierpont Morgan has done more harm
in the world than any man who ever lived in it." In the 1950s,
Charles Merrill was instrumental in changing this attitude toward
Wall Streeters.  His firm, Merrill Lynch, derisively known in some
quarters as "We, the People" and "The Thundering Herd," brought
Wall Street to small investors, traditionally not worth the effort
for brokers.

The Big Board closes with this story.  Asked by a much younger man
what he thought stocks would do next, J.P. Morgan "never hesitated
for a moment.  He transfixed the neophyte with his sharp glance and
replied 'They will fluctuate, young man, they will fluctuate.' And
so they will."

Robert Sobel died in 1999 at the age of 68.  A professor at Hofstra
University for 43 years, he was a prolific historian of American
business, writing or editing more than 50 books.

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


                           *********


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

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

Copyright 2025.  All rights reserved.  ISSN 1529-2754.

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