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

                          E U R O P E

          Wednesday, June 11, 2025, Vol. 26, No. 116

                           Headlines



G E R M A N Y

DEUTSCHE EUROSHOP: S&P Assigns Prelim. 'BB+' ICR, Outlook Stable


I R E L A N D

MADISON PARK XIII: Fitch Affirms 'Bsf' Rating on Class F Notes
PRIMROSE RESIDENTIAL 2022-1: S&P Affirms 'CCC' Rating on G Notes


I T A L Y

X3G MERGECO: Fitch Assigns BB- Final LongTerm IDR, Outlook Negative


L A T V I A

AIR BALTIC: S&P Downgrades ICR to 'B' on Tightening Liquidity


N E T H E R L A N D S

ODIDO GROUP: S&P Affirms 'B' ICR & Alters Outlook to Positive


S P A I N

AUTONORIA SPAIN 2025: Fitch Assigns B+(EXP)sf Rating on Cl. F Notes
SANTANDER HIPOTECARIO 3: S&P Affirms 'D(sf)' Rating on F Notes


S W E D E N

AINAVDA PARENTCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable


T U R K E Y

VESTEL ELEKTRONIK: Fitch Lowers LongTerm IDR to 'B-', Outlook Neg.


U N I T E D   K I N G D O M

ATG ENTERTAINMENT: S&P Assigns 'B' LongTerm ICR, Outlook Stable
CCM MOTORCYCLES: KR8 Advisory Named as Administrators
CHESHIRE 2020-1: S&P Affirms 'B-(sf)' Rating on Class F-Dfrd Notes
CLEWS & SONS: KR8 Advisory Named as Administrators
COVENTRY TIMBER: Leonard Curtis Named as Administrators

ELEMENTS (EUROPE): Interpath Ltd Named as Administrators
HOMES DIRECT: KBL Advisory Named as Administrators
JUMPTEC LIMITED: KR8 Advisory Named as Administrators
LONDON BRIDGE 2025-1: S&P Assigns B-(sf) Rating on X-Dfrd Notes
M. ABELSON: CG&Co Named as Administrators

MOBICO GROUP: Fitch Lowers LongTerm IDR to BB+, On Watch Negative
WHEEL BIDCO: Fitch Hikes IDR to CCC+ on Post-Recapitalization
ZARA UK: S&P Affirms 'B-' ICR & Alters Outlook to Positive

                           - - - - -


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G E R M A N Y
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DEUTSCHE EUROSHOP: S&P Assigns Prelim. 'BB+' ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB+' long-term issuer
credit rating on Deutsche EuroShop AG (DES) and its preliminary
'BBB-' issue rating to the proposed senior unsecured bond. The
recovery rating is '2' (85%).

The stable outlook reflects S&P's view that DES' operating
performance should remain resilient over the coming 12 months,
while its leverage would remain consistent with the current rating
level.

DES, a Germany-based retail landlord, owns and manages a EUR4.0
billion portfolio of 21 shopping centers in Germany (80%), and in
Austria and Eastern Europe (20%).

The company plans to issue a proposed benchmark senior unsecured
bond with the proceeds to be used to repay existing secured debt,
and fund capital expenditure (capex) and dividends which will be
partly used to repay its main shareholder Hercules BidCo's debt.

S&P said, "Our assessment of DES' business risk profile is
underpinned by its moderately sized portfolio of stable
income-generating shopping centers, well positioned to address
customers' daily necessities, and its good market position in
Germany. The company's EUR4.0 billion portfolio (as of end March
2025) comprises 21 shopping centers across Germany (about 80% of
portfolio value) and Austria and Central and Eastern Europe (CEE;
one center per country in the Czech Republic, Hungary, Poland, and
Austria). DES' assets aim to attract people for daily necessities,
with locations in catchment areas, and an average value of EUR204
million per asset. DES has a long and solid track record of
operations in Germany, where it benefits from a very good market
position and from the experience of its asset manager ECE Group's
track record (assets under management of EUR31.0 billion market
value in 12 countries). The area for new shopping centers has been
limited in Germany over the past few years, leading to a relatively
low gross leasable area (GLA) per inhabitants as compared to other
European countries (2.0 GLA per 100,000 inhabitants as per Statista
and Green Street compared with more than 10 in some Nordic
countries). To enhance the quality of its portfolio, DES has
started to increase its capex program over the last few years from
EUR18.7 million in 2021 to EUR40 million-EUR45 million annually
over 2022-2024 and we assume it could increase further to about
EUR70 million-EUR90 million in 2025 and above EUR50 million in
2026. As of March 2025, the portfolio's occupancy stood at 95.4%,
improved from its 93.0% level end of 2023, but still slightly lower
than pre-pandemic levels (97.6% end of 2019). In our view, the
retail industry remains vulnerable to economic and consumption
trends, and retailers have proven fragile in recent years and
especially during the COVID-19 pandemic, and we view a risk that
some of the retailers could demonstrate thinner margins, more
leverage, and declining turnover over the coming years. This is
especially the case in the fashion industry, which represent around
half of DES' annual rental income. We expect that the company's
diversified tenant base will support occupancy levels to remain
relatively stable over our 12-month forecast horizon, with the top
10 tenants accounting for 21% of 2024 rental income, including H&M
for 2.7%, Deichmann SE for 2.4%, and New Yorker for 2.4%. We view
the company's occupancy cost ratio of 11.3% as of end-2024, and its
weighted average lease maturity of 4.7 years as relatively good and
standard for the industry. We anticipate the development risk to
remain limited in the portfolio because the share of such
activities is limited to the extension of existing properties.
Moreover, we expect the share of assets under development should
remain below 5% in near future.

"As a result of increased capex and dividends, we expect the
company's debt to debt plus equity and debt to EBITDA to increase
over 2025-2026, although consistent with the current rating level.
We forecast DES' S&P Global Ratings-adjusted
debt-to-debt-plus-equity and debt-to-EBITDA ratios to increase from
53.0% as of end-2024 to about 57.0%-57.5% in 2025-2026, and from
9.5x as of end-2024 to 10.0x-10.5x, respectively. This is because
we assume about EUR200 million of dividends in 2025 and about
EUR115 million in 2026, and EUR70 million-EUR90 million of capex in
2025 and above EUR50 million in 2026. Hercules BidCo (owned 98.8%
by Oaktree and 1.2% by Alexander Otto) owns 55% of DES, and we
understand the dividends that will be paid to this shareholder will
be used to repay its debt (EUR279 million end of 2024) and related
interests, which we consider as debt in our credit metrics. As a
result, the effect from dividends on the company's debt under our
calculations mainly comes from the portion paid to the other
shareholders. In addition, the company's strategy since the
Hercules BidCo takeover in 2022 is to improve its existing
portfolio through higher capex, including investments in
modernization work, extension of assets, LED lighting,
photovoltaics, etc. Given the currently subdued German economy and
household consumption, we assume potential negative reversion on
rents could offset indexation over the coming years. As growth in
cash flows may be muted for the coming years, we also expect
potential slight decline in portfolio value. At the same time,
about half of the company's bond proceeds will be used to repay
existing secured debt.

"Despite the cost of debt increasing over time, we expect the
company's EBITDA-interest-coverage ratio will remain robust over
our forecast horizon. We forecast this ratio to stand at 2.5x-2.6x
over 2025-2026, from 2.8x over 2024. In addition to a relatively
subdued growth in EBITDA, we expect the company's capital structure
to gradually reflect the current higher interest rates environment,
with an average cost of debt increasing from its 2.8% level end of
2024 (excluding the Bidco) to about 3.5% over 2025-2026, including
successful issuance of the proposed bond. That said, the effect of
this higher cost of debt on the company's interest burden will
partly be compensated by the progressive repayment of the EUR279
million Bidco loan (as of end 2024), which bears a much higher
interest rate.

"Our assessment of DES' financial policy factors in the company's
ownership structure, under which the company's largest shareholder
is the private equity firm Oaktree, through the entity Hercules
BidCo holding 55% of DES. We assess DES' financial policy as
Financial Sponsor-5 (FS-5), indicating that we consider that DES
could adopt a more aggressive leverage to maximize its largest
shareholder returns, which we consider as a financial sponsor, as
compared to companies with larger free float and limited
shareholder influence for example. That said, we acknowledge that
Oaktree and Alexander Otto (who holds 21.4% of DES) have a joint
control over DES and Hercules BidCo, through a partnership
agreement and a voting agreement, which balances to some extent the
influence of Oaktree over the company. The remaining 23.6% are
listed free float. Our FS-5 assessment incorporates our
expectations that the risk of releveraging beyond our forecast is
relatively low, based on the company's moderate financial risk
appetite and adequate liquidity profile.

"We view DES' management and governance as moderately negative,
with no impact on the final issuer credit rating. This assessment
incorporates the company's joint controlled ownership by Oaktree
(55% through Hercules BidCo in which it owns 98.8% and Alexander
Otto owns 1.2%) and the Otto family (21.4% through Alexander Otto).
We think that Oaktree might consider a more aggressive agenda of
maximizing shareholder returns. According to the documentation,
Oaktree plans to exit the investment starting from 2027. We further
think that the company's group structure is relatively complex, to
the extent we think it could lead to additional credit risk due to
reduced transparency or potential conflicts of interest with
creditors or increased analytical complexity. The board comprises
nine members: Three are Oaktree representatives, three are
Alexander Otto representatives, and three are independent members;
decision-making would be dependent on the common agreement between
Oaktree and the Otto family.

"We view DES' credit quality as comparable to that of other 'BB+'
rated peers, notably thanks to a moderate leverage for its current
financial risk profile assessment. We apply a positive comparable
rating analysis modifier, which results in a one notch uplift from
our 'bb' anchor, mainly reflecting the company's credit metrics,
which we view at the better end of our aggressive financial risk
profile assessment (capped at this level due to financial sponsor
ownership). This notably includes an EBITDA-interest-coverage ratio
well above 1.8x, better than that of peers within the same
financial risk profile category, as well as debt to debt plus
equity remaining below 60% over our 12-month forecast horizon. We
also view the company's creditworthiness, including its sizable
portfolio of stable income-generating assets and robust market
position, as more robust than those of peers rated at 'BB' (like
IGD Siiq SpA or Globalworth Real Estate Investments Ltd. for
example).

"The final ratings will depend on our receipt and satisfactory
review of all final transaction documentation of the proposed
senior unsecured notes as well as successful refinancing of its
Bidco debt. Accordingly, the preliminary ratings should not be
construed as evidence of a final rating. If S&P Global Ratings does
not receive final documentation within a reasonable timeframe, or
if final documentation departs from materials reviewed, we reserve
the right to withdraw or revise our ratings. Potential changes
include but are not limited to: The utilization of bond proceeds;
maturity, size, and conditions of the bonds; financial and other
covenants; and security and ranking of the bonds.

"The stable outlook reflects our view that DES' operating
performance should remain resilient over the next 12 months on the
back of positive, although slowing, indexation and resilient
retailer sales growth. Pro forma the successful bond issuance, we
expect S&P Global Ratings-adjusted debt to debt plus equity to
remain at 55%-58% and debt to EBITDA at about 9.5x-10.5x over the
coming 12 months, while its EBITDA-interest-coverage ratio should
remain at above 2.4x."

S&P could lower its preliminary ratings on DES if its operating
performance deteriorates, for example, owing to a market downturn
with a decline in occupancy rates and like-for-like rental growth
or a negative valuation of the portfolio, which could lead to the
following ratios, on a sustained basis:

-- Debt to debt plus equity increasing to 60% or above;

-- EBITDA interest coverage failing to remain well above 1.8x; or

-- Debt to EBITDA deviating materially from S&P's base case.

S&P said, "At the same time, if the shareholders' approach to DES
became more aggressive, this would also prompt us to lower our
rating. This could happen if, for example, the company increases
materially the expected dividend payout or increases leverage so
that DES' credit metrics deteriorate significantly. A sustained
deterioration in the company's operating performance, such as
decreasing occupancy levels, could also prompt us to review the
rating downward.

"Although we currently view an upgrade to DES as remote, we could
upgrade DES if the company would adopt a more conservative
financial policy, for example through a track record in the
shareholders' behavior that would be consistent with a higher
rating level, including a limited appetite for further leveraging
and a strong operating performance. Such a track record needs to be
solid enough for us to consider the company as not being controlled
by a financial sponsor."

A positive rating action could also stem from a change in the
shareholding structure of DES, in which the financial sponsor would
relinquish control over the medium term.

A more conservative financial policy that would be consistent with
a higher rating level would require ratios such as:

-- Debt to debt plus equity toward 50%;

-- EBITDA interest coverage well above 2.4x; and

-- Debt to EBITDA below 9.5x.




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I R E L A N D
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MADISON PARK XIII: Fitch Affirms 'Bsf' Rating on Class F Notes
--------------------------------------------------------------
Fitch Ratings has affirmed Madison Park Euro Funding XIII DAC 's
notes.

   Entity/Debt              Rating           Prior
   -----------              ------           -----
Madison Park Euro
Funding XIII DAC

   A-R XS2328023085     LT AAAsf  Affirmed   AAAsf
   B-1-R XS2328023242   LT AA+sf  Affirmed   AA+sf
   B-2-R XS2328023598   LT AA+sf  Affirmed   AA+sf
   C-R XS2328023754     LT A+sf   Affirmed   A+sf
   D-R XS2328023911     LT BBB+sf Affirmed   BBB+sf
   E XS1943605763       LT BB+sf  Affirmed   BB+sf
   F XS1943606498       LT Bsf    Affirmed   Bsf

This rating review was prompted by the discovery of the
participation in the previous rating committee that reviewed this
rating by a rating committee member, who should not have been
taking part in the committees because they were in their "cooling
off" period with respect to the relevant party around which that
analyst must rotate. The previous committee took place on 1 August
2024. Fitch reconvened a rating committee as soon as the analysis
could be updated following this discovery, to determine if the date
of the original committee or the rating action could have been
influenced by a conflict of interest. The new rating committee did
not identify any such conflict.

Transaction Summary

The transaction is a cash flow CLO comprising mostly senior secured
obligations. It is actively managed by Credit Suisse Asset
Management Limited. It exited its reinvestment period in October
2023.

KEY RATING DRIVERS

Performance in Line With Expectations: The transaction is 1.9%
below par and exposure to reported defaulted assets was about EUR18
million as of the April 2025 monthly report. All tests are passing
except the weighted average life (WAL) covenant, which has failed.
The transaction's performance is in line with its rating case
expectation, supporting the affirmation. The comfortable breakeven
default rate cushion supports the Stable Outlooks.

'B' Portfolio: Fitch assesses the average credit quality of the
transaction's underlying obligors at 'B'. The weighted-average
rating factor, as calculated by Fitch under its latest criteria, is
24.3.

High Recovery Expectations: Senior secured obligations comprise
97.3% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The weighted average recovery rate (WARR), as
calculated by Fitch, is 61.2% based on the current criteria.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. No obligor represents more than
1.9% of the portfolio balance. Exposure to the three largest
Fitch-defined industries is 27.3%, as reported by the trustee.

Cash Flow Modelling: The transaction exited its reinvestment period
since October 2023. However, the manager can reinvest principal
proceeds and sale proceeds from credit-improved obligations and
credit-risk obligations, subject to compliance with the
reinvestment criteria post the reinvestment period. The WAL
covenant has been breached, but the manager can reinvest on a
maintained/improved basis.

Given the manager's ability to reinvest, Fitch's analysis is based
on a stressed portfolio with a floor WAL of four years and tested
the notes' achievable ratings across the Fitch matrices
corresponding to a top 10 obligor limit at 20%, which is in line
with the covenant. Further, the transaction documentation uses old
recovery assumptions that can inflate the WARR versus the current
criteria. Fitch has applied a 1.5% haircut to the WARR in its test
matrices for the analysis.

RATING SENSITIVITIES

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

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

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

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

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

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

DATA ADEQUACY

Madison Park Euro Funding XIII DAC

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

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

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for Madison Park Euro
Funding XIII DAC notes.

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.


PRIMROSE RESIDENTIAL 2022-1: S&P Affirms 'CCC' Rating on G Notes
----------------------------------------------------------------
S&P Global Ratings affirmed its ratings on Primrose Residential
2022-1 DAC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and
G-Dfrd notes at 'AAA (sf)', 'AA+ (sf)', 'A+ (sf)', 'BBB (sf)', 'BB+
(sf)', 'B- (sf)', and 'CCC (sf)' ratings, respectively.

The rating actions reflect S&P's full analysis of the most recent
transaction information and the transaction's structural features.

Over 55% of the loans in the transaction at closing had been
previously restructured, and 10.1% were at least one month in
arrears. Since closing, reported arrears have further increased to
28.0% (18.8% at the previous review), of which 21.2% (13.7% at the
previous review, 5.2% at closing) were 90+ days past due as of
January 2025. This reflects the high proportion of loans in the
portfolio that were on historically low-rate tracker mortgages
linked to the European Central Bank (ECB) rate, which have been
directly affected by recent interest rate rises. Arrears increases
have slowed in recent periods as the ECB have lowered rates.
Approximately 65% of the loans 120+ days past due are making no
monthly installments. S&P has taken this into consideration during
our analysis.

The general reserve fund has been fully drawn since the previous
review. The first draw of the general reserve was observed in March
2024, and the fund has been depleting since that date. The
liquidity reserve fund remains at its target.

The deal has now passed its first optional redemption date on the
April 2025 interest payment date, so the higher step-up margins on
the notes and higher cap fixed rate fee amounts are now payable in
the transaction. Interest has begun to defer on the class C-Dfrd to
G-Dfrd notes.

Since the previous review, this transaction has seen strong paydown
in collateral, which has led to further deleveraging in the deal
and increased credit enhancement for the rated notes. This has been
considered in our analysis.

S&P said, "After applying our global RMBS criteria, our credit
coverage has decreased across all rating categories, driven by the
decrease in the weighted-average loss severity (WALS). On Jan. 20,
2025, we updated our indexation and over/under valuations
assumptions, which resulted in improved WALS at all rating
categories. For the lower-rating categories, the higher
arrears--specifically the gain in 90+ days arrears--has raised the
weighted-average foreclosure frequency (WAFF), but not to a level
that outweighs the benefit gained from the lower WALS, resulting in
decreased credit coverage. The loan portfolio also benefits from a
lower reperforming loan adjustment, given the portfolio's increased
seasoning since closing."

  Credit analysis results

  Rating level   WAFF (%)   WALS (%)   CC (%)

  AAA            43.29      24.41      10.57
  AA             37.02      21.19       7.84
  A              33.70      15.33       5.17
  BBB            30.06      12.43       3.74
  BB             25.62      10.47       2.68
  B              24.62       8.75       2.16

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.
  CC--Credit coverage.

Considering the results of its credit and cash flow analysis,
available credit enhancement, and the transaction's performance,
S&P's view the available credit enhancement for each of the notes
as commensurate with the ratings assigned.

Macroeconomic forecasts and forward-looking analysis

S&P said, "We consider the transaction's resilience in case of
additional stresses to some key variables, in particular defaults
and loss severity, to determine our forward-looking view. In our
view, the ability of the borrowers to repay their mortgage loans
will be highly correlated to macroeconomic conditions, particularly
the unemployment rate, consumer price inflation, and interest
rates.

"Policy interest rates in the eurozone may have peaked, following
the ECB's rate cuts that began in 2024. Our unemployment rate
forecasts for Ireland in 2025 and 2026 are both 4.0%. Most of the
borrowers in this transaction pay variable interest rates, leading
to near-term pressure from both a cost of living and interest rate
rise perspective. We have considered this in both our credit and
cash flow analyses.

"In our view, eurozone inflation have returned to levels near
historical norms, with 2.3% recorded in 2024, with 2.1% and 1.9%
forecasted for 2025 and 2026, respectively. With inflationary
pressures expected to subside, risks may re-emerge if inflation
accelerates unexpectedly. We consider the borrowers in this
transaction to be more venerable to inflationary pressures than
prime borrowers.

"Furthermore, a decline in house prices typically reduces the level
of realized recoveries. For Ireland in 2024, we expect house prices
to have increased by 9.5%, a faster pace than that seen in other
key eurozone areas and across the EU in recent years. We ran
additional scenarios to test the effect of a decline in house
prices. The results of the sensitivity analysis indicate a
deterioration of no more than one rating category on the notes,
which aligns with the credit stability considerations in our rating
definitions.

"A general housing market downturn may delay recoveries. We have
also run extended recovery timings to assess the transaction's
sensitivity to liquidity risk.

"We affirmed our ratings on all rated notes in this transaction.
Our analysis reflected the increased arrears rates since closing,
lower loss severity assumptions and the transaction's increasing
conditional prepayment rates since the previous review. We
considered the potential sensitivity to further rises in arrears,
particularly given the trajectory of arrears increases and
declining payrate performance in recent months.

"Given the F-Dfrd and G-Dfrd notes' sensitivity to the stresses we
apply at our 'B' rating level, we applied our 'CCC' criteria. We
performed a qualitative assessment of the key variables, along with
simulating a steady-state scenario (actual conditional prepayment
rates, actual fees, no commingling stress, and no spread
compression) in our cash flow analysis.

"The class F-Dfrd notes can pass such a scenario. We therefore do
not consider their repayment to be dependent upon favorable
business, financial, and economic conditions, and we affirmed our
'B- (sf)' rating on the notes.

"However, the class G-Dfrd notes cannot pass such a scenario. We
therefore consider their repayment to be dependent upon favorable
business, financial, and economic conditions, and affirmed our 'CCC
(sf)' rating on the notes.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-Dfrd to E-Dfrd notes could
withstand stresses commensurate with higher ratings than those
assigned. However, given the deferrable nature of the class B-Dfrd
notes, we view the current rating as commensurate with the rating
assigned.

"For the class C-Dfrd to E-Dfrd notes, although the notes' pass
stresses associated with higher ratings levels, we consider the
current ratings to be commensurate with the assigned levels, given
the notes' position in the capital structure, the recent
deterioration in the collateral performance, and their sensitivity
to cashflow stresses.

"We therefore affirmed our 'AAA (sf)', 'AA+ (sf)', 'A+ (sf)', 'BBB
(sf)', 'BB+(sf)' ratings on the class A to E-Dfrd notes,
respectively, considering the results of our cash flow analysis."

Primrose Residential 2022-1 is a static RMBS transaction that
securitizes a portfolio of reperforming owner-occupied and
buy-to-let mortgage loans, secured over residential properties in
Ireland. The transaction closed in April 2022.




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I T A L Y
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X3G MERGECO: Fitch Assigns BB- Final LongTerm IDR, Outlook Negative
-------------------------------------------------------------------
Fitch Ratings has assigned X3G Mergeco S.p.A. (X3) a final
Long-Term Issuer Default Rating (IDR) of 'BB-' with a Negative
Outlook. Fitch has also assigned X3's EUR360 million issue of
five-year senior secured notes a final senior secured debt rating
of 'BB-' with a Recovery Rating of 'RR4'.

X3 is a holding company established by ION Group to acquire Prelios
S.p.A., an Italian debt servicer. The acquisition closed in July
2024. X3 will merge with Prelios after the bond issuance, and
Prelios will be the surviving legal entity. X3 holds 100% of
Prelios's shares and has no other assets, besides intangibles
stemming from the acquisition.

The assignment of final ratings follows the receipt of
documentation conforming to information already received and
completion of the debt issue, the proceeds of which are being used
to partially pay down Prelios's outstanding bank loan. The final
ratings are the same as the expected ratings published on 19 May
2025. Changes in the bond terms (increased size, issue price below
part and higher coupon) did not affect X3's ratings.

Key Rating Drivers

Leveraged Buyout, Negative Outlook: The rating reflects Prelios's
expected leverage after the partial refinancing of X3's EUR600
million acquisition loan and X3's reverse merger into Prelios.
Fitch expects gross debt to EBITDA ratio of 3.7x at end-2025
compared with 1.4x at end-2024. Leverage could become the weakest
link in X3's and Prelios's credit profiles, if it does not improve
over Fitch's 12-to-18 months Outlook horizon. The Negative Outlook
reflects this and indicates downside risks for the rating if
deleveraging is slower than Fitch expects.

Sound Domestic Franchise: X3's Long-Term IDR is based on Prelios's
standalone creditworthiness and considers its strong franchise in
real estate, providing intra-group benefits. The rating reflects
also sound performance since its delisting and turnaround in 2018.
In Fitch's view, debt servicing is a more stable business model
than debt purchasing, because it allows for more predictable cash
flow and requires low usage of the company's own balance sheet.

Fitch expects that Italian debt servicers will benefit from
improved volumes after the expiration of state aid, while banks
will progressively dispose problem exposures at earlier stages.

Real Estate-focused Company: Prelios is an Italian debt servicer,
real estate fund manager and service provider. Debt servicing made
up over 70% of its revenues and 85% of its EBITDA in 2024. Prelios
has a long record in non-performing loans secured by real estate
and it expanded into unlikely-to-pay (UTP) loans. Fitch expects
pressure on management's execution after the acquisition to sustain
EBITDA growth through operational efficiencies and intra-group
synergies.

Concentrated Business Model: Prelios widened its franchise in the
last three years (for example, a new servicing agreement with
UniCredit), but Intesa Sanpaolo S.p.A. (BBB/Positive) remains key
for its business plan in the medium term. Concentration by single
client is common in debt servicing, but is reducing and mitigated
by the long tenors of its key contracts. Prelios's other businesses
(alternative investment manager, real estate services) have a
longer record, but remain small and provide only modest EBITDA
diversification.

Scalable Platform, Longer Execution Record: The UTP market is a
fairly recent creation, where Fitch regards Prelios as having an
early mover advantage and growing scale. Fitch believes Prelios is
well-placed to benefit from anticipated growth in UTP loans,
especially in relation to state guarantees issued during the
pandemic. Servicing UTP loans accounted for over 60% of EBITDA in
2024 and Fitch expects them to remain the highest contributor in
the medium term.

Sound, but Concentrated Earnings: Prelios returned to meaningful
profitability in recent years following its corporate restructuring
and its EBITDA margin (40% in 2024) compares well with peers.
Fitch's assessment of profitability balances the facts that Prelios
does not make upfront payments to gain new debt servicing mandates
against an expected material increase in interest costs following
the planned refinancing.

Near-term Debt Maturities: X3 refinanced only EUR360 million of its
acquisition loan and the rest will mature in July 2027. This weighs
on Fitch's assessment of X3's and Prelios's funding profile,
although X3 could extend the loan's tenor by two years with the
mutual consent of the banks.

RATING SENSITIVITIES

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

Fitch will withdraw X3's ratings and rate Prelios upon completion
of the reverse merger, because X3 will cease to exist and Prelios
will be the surviving legal entity. Fitch expects to rate Prelios
in line with X3 because Prelios's and X3's strategy, financial
performance and risk profile are largely identical.

Failure to reduce X3's gross debt/EBITDA ratio below 3.5x,
including making material progress in deleveraging during 2025, in
line with Prelios's communicated strategy would trigger a
downgrade. A decline in the interest coverage ratio to below 3x
would also be rating negative.

A failure to timely refinance the remaining EUR240 million of the
bank loan, well in advance of its maturity, would result in a
downgrade of X3's Long-Term IDR.

The loss or material reduction of key servicing agreements, without
compensating replacement, would lead to a downgrade of X3's
Long-Term IDR.

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

Fitch would likely affirm X3's Long-Term IDR with a Stable Outlook
if leverage (defined as gross debt to EBITDA) falls and is
maintained below 3.5x.

Fitch could upgrade X3's Long-Term IDR by one notch if leverage
falls and is maintained below 2.5x.

Other factors that could together support positive rating action on
X3's Long-Term IDR are improved EBITDA diversification by single
counterparty and a long-dated and diversified funding profile, if
they are accompanied by continued sound financial performance.

DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS

Debt Rating Aligned With IDR: Fitch rates X3's senior secured debt
in line with the Long-Term IDR. This reflects that Prelios's large
intangible assets are a material share of its total assets (over
45% at end-2024, expected to grow after the refinancing), which
leads to only average recovery expectations, despite the bonds'
secured nature. This is reflected in the 'RR4' Recovery Rating.

Prelios guarantees X3's borrowings after the completion of the bond
issuance and until the reverse merger between itself and X3, when
it will assume them directly on its own balance sheet. X3's bond
ranks pari passu with the remainder of X3's acquisition loan.

DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES

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

The rating of the senior secured notes will likely be unaffected by
X3's reverse merger into Prelios and by them becoming Prelios'
liabilities.

An upgrade of X3's Long-Term IDR would be mirrored in an upgrade of
its debt rating.

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

A downgrade of X3's Long-Term IDR would be mirrored in a downgrade
of its debt rating.

A perceived reduction in the recovery rates over X3's senior
secured debt, due to material changes to the covenant package or to
a material layer of more senior debt (contractually or
structurally), could lead to notching X3's senior secured debt
rating below its IDR.

ADJUSTMENTS

The business profile score has been assigned below the implied
score due to the following adjustment reasons: accounting policies
(negative), business model (negative).

The capitalisation & leverage score has been assigned below the
implied score due to the following adjustment reason: historical
and future metrics (negative).

The funding, liquidity & coverage score has been assigned below the
implied score due to the following adjustment reason: historical
and future metrics (negative).

Date of Relevant Committee

06 May 2025

Public Ratings with Credit Linkage to other ratings

X3's ratings are linked to Fitch's assessment of the credit quality
of Prelios, into which X3 will merge following the bond issuance.

ESG Considerations

X3 has an ESG Relevance Score for Customer Welfare of '4'. In
Fitch's view, Prelios's business model as credit servicer exposes
it to regulatory changes (like lending caps) and conduct-related
risks. These issues have a moderately negative impact on the credit
profile and are relevant to the rating in conjunction with other
factors.

X3 has an ESG Relevance Scores of '4' for Financial Transparency
and Group Structure. This reflects limited visibility on the
composition of Prelios's balance sheet, including goodwill and
financial liabilities, following its reverse merger with X3.

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,
either due to their nature or the way in which they are being
managed. 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
   -----------             ------          --------   -----
X3G Mergeco S.p.A.   LT IDR BB- New Rating            BB-(EXP)
                     ST IDR B   New Rating            B(EXP)

    senior secured   LT     BB- New Rating   RR4      BB-(EXP)




===========
L A T V I A
===========

AIR BALTIC: S&P Downgrades ICR to 'B' on Tightening Liquidity
-------------------------------------------------------------
S&P Global Ratings revised down its stand-alone credit profile
(SACP) assessment of Latvian air carrier Air Baltic Corp. AS to
'ccc+' from 'b-' and lowered its issuer credit rating on the
airline to 'B' from 'B+'. S&P continues to apply a two-notch rating
uplift for government support, based on its view of Air Baltic's
strong links with and important role for the Latvian government. At
the same time, S&P also lowered the rating on Air Baltic's 2029
senior secured notes to 'B' from 'B+'.

The negative outlook reflects S&P's view that liquidity risk may
increase if Air Baltic underperforms our EBITDA forecast and the
larger-than-expected FOCF deficit is not offset by external
corrective measures to bolster liquidity sources or by sufficient
and timely government support.

Air Baltic's year-to-date financial performance and S&P's updated
base case point to a persistent FOCF deficit and high debt leverage
in the short term. Air Baltic's first-quarter 2025 results have
shown a continuation of the headwinds the airline experienced in
the last half of 2024. Air Baltic faced ongoing challenges stemming
from macroeconomic pressures and heightened competition in its
primary markets, resulting in a substantial yield drop of 4% and
some market share losses in its home airport in Riga, Latvia, as
well as delays in key sales initiatives and bookings, preventing
growth in passenger sales revenue. The timing of the Easter
holidays further undermined demand dynamics, as the holiday's shift
from March in 2024 to April in 2025 delayed the anticipated
seasonal travel strength, impacting overall demand and pushing some
revenue potential into the second quarter of the year. While
passenger numbers (year-on-year growth of 7%), deployed capacity
(6%), and total revenue (under 1%) increased in the quarter
compared with 2024, Air Baltic reported a material 75% decrease in
EBITDA over the same period, reflecting substantial cost pressures,
in particular for personnel and infrastructure costs, which the
airline has not been able to pass on, compounded by capacity
limitations due to ongoing Pratt & Whitney engine issues that left
13 aircraft out of service. This follows weaker-than-expected
results in 2024 with S&P Global Ratings-adjusted EBITDA of EUR154
million compared with up to EUR200 million S&P had anticipated for
the year, resulting in tighter liquidity and higher adjusted debt
to EBITDA of 8.5x for the year (compared with 6.9x in 2023).

In addition, Air Baltic's long-planned IPO that would help
alleviate liquidity pressure and potentially allow the company to
refinance the expensive 14.5% EUR380 million outstanding senior
secured notes has been postponed again. S&P said, "We do not
incorporate the impact from the planned IPO into our rating
assessment until completed. Furthermore, we note that the search
for a new CEO is ongoing after the former longtime CEO left
following a vote of no confidence in April 2025."

S&P said, "We revised our assessment of Air Baltic's SACP to 'ccc+'
as we think it is currently vulnerable and dependent on favorable
business, financial, and economic conditions to meet its financial
commitments. Our 2025 base case forecast--which incorporates a
year-on-year adjusted EBITDA improvement to EUR180 million-EUR190
million (from EUR154 million in 2024) reflecting, among other
factors, slightly higher yields, uninterrupted contribution from
the profitable wet leasing business, and lower fuel unit cost--is
subject to various risks. We also consider Air Baltic's relatively
low cash balance of about EUR34 million as of March 31, 2025, and
the likely EUR14 million cash inflow from Deutsche Lufthansa AG for
its acquired 10% stake in Air Baltic (subject to regulatory
clearance expected in the second half of 2025). At the same time,
Air Baltic's debt burden remains high, with EUR1.3 billion in lease
and financial obligations as of March 31, 2025, and estimated
annual lease amortization of about EUR140 million. The airline also
faces minimum annual net capital expenditure (capex) needs of about
EUR40 million. Our base case points to a continued, albeit lower,
negative FOCF after lease obligations of about EUR40 million this
year compared with negative EUR133 million reported in 2024. In
that context, Air Baltic has limited headroom for operational
underperformance and relies on achieving our forecast EBITDA to be
able to meet its financial commitments, including an elevated
annual coupon payment of EUR55 million on its outstanding senior
secured bond that the company issued in 2024. We understand that
the company aims to arrange some alternative funds from external
sources, including the Latvian government, to strengthen its
liquidity profile.

"We continue to see a moderately high likelihood that the Latvian
government would provide extraordinary support to Air Baltic if
needed. This leads us to apply a two-notch uplift from the SACP. We
base our view on our assessment of Air Baltic's strong links with
and important role for the Latvian government. The government
currently has a controlling stake in Air Baltic and appoints three
of the airline's four supervisory board members." Although Air
Baltic announced a potential IPO to take place during 2025-2026
(subject to favorable market conditions), the government has
expressed an intention to retain a 25% plus one share controlling
stake in Air Baltic. This is because the government views the
airline as a strategic asset that is critical to Latvia's economic
development and tourism industry. Also, the company has a track
record of receiving extraordinary support from the government in
the past, including a EUR45 million equity injection in 2022.

The Latvian state estimates that 2.5% of GDP is linked to Air
Baltic's operations. Furthermore, Air Baltic provides year-round
air connectivity to and from the country, which would otherwise be
less efficiently accessible by alternative modes of transport, and
to a certain extent, serves as a feeder to two other
government-owned assets--Riga Airport and Latvian Railways.
Additionally, unlike low-cost carriers, Air Baltic attracts
business traffic by offering more convenient and sufficiently
frequent flights, which provide stable economic ties with the rest
of Europe. Finally, the airline has become even more critical to
Latvian transport infrastructure, acting as a gateway to European
destinations amid highly uncertain geopolitical developments and
the spillover risks from the Russia-Ukraine war.

S&P said, "The negative outlook reflects our view that Air Baltic's
liquidity risk may increase if the company underperforms our EBITDA
forecast and the larger-than-expected FOCF deficit is not offset by
external corrective measures to bolster liquidity sources or
sufficient and timely government support.

"We could downgrade Air Baltic if we view it as likely that the
company will default without an unforeseen positive development in
the next 12 months. This would be the case if we envisage a
specific default scenario such as near-term liquidity shortfall or
a distressed debt exchange offer.

"We could take a positive rating action if Air Baltic's EBITDA
turns stronger than expected and FOCF clearly improves, allowing
for an increased liquidity cushion."




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

ODIDO GROUP: S&P Affirms 'B' ICR & Alters Outlook to Positive
-------------------------------------------------------------
S&P Global Ratings revised its outlook to positive from stable and
affirmed its 'B' long-term issuer credit rating on Dutch telecom
operator Odido Group Holding B.V. and its 'B' and 'CCC+' issue
ratings on the company's senior secured and senior unsecured debt,
issued respectively by Odido Holding B.V. and Odido Group Holding
B.V.

S&P said, "The positive outlook reflects that we could raise our
ratings on Odido if it sustains S&P Global Ratings-adjusted
leverage of below 5.5x and improves its FOCF to debt comfortably
above 5% over the next 12 months. An upgrade would also be
contingent on our assessment of the group's financial policy being
supportive of sustained deleveraging, for example by completing or
gearing toward an IPO process.

"The positive outlook reflects the potential for an upgrade given
the expected improvement in FOCF generation. We anticipate FOCF to
debt will climb above 5% in 2025, driven by a sharp decline in
capex intensity (toward 15% of revenue from over 25% in recent
years) and our expectation of broadly improving earnings and stable
working capital flows." The sharp decline in capex comes as Odido
has nearly completed the program to swap its 5G RAN equipment from
Huawei to Ericsson (92% completed by first-quarter 2025), which
significantly drove its capex over the last two years.

Odido remains the leading mobile player in the Netherlands, with a
growing presence in fixed broadband (FBB) services. With a 41%
market share in post-paid mass-market mobile, and slightly growing
mobile average revenue per user (ARPU), the group benefits from a
relatively predictable revenue base. The recent rebranding exercise
(in 2024 it replaced its T-Mobile and Tele2 brands with Odido) has
not materially impacted the group's market position. The group is
growing fast in the FBB segment, where it only holds 14% of the
market (in number of subscribers), with relatively low levels of
fixed-mobile convergence. S&P believes this will be a key driver of
revenue growth over the next two to three years. That said, the
group still depends on fixed access network agreements with fiber
infrastructure providers, which will limit EBITDA margin gains
stemming from growing fixed service revenue streams.

S&P said, "We continue to view the Dutch telecom market as highly
rational, although with changing competitive dynamics in the FBB
segment. Recent underperformance from No.3 mobile player
VodafoneZiggo fueled net customer adds across competitors Odido and
KPN, especially on the business to consumer (B2C) FBB segment. That
said, VodafoneZiggo recently undertook a price reset exercise
whereby it materially lowered its FBB prices across all speed tiers
to revamp its market position. We believe this could put pressure
on fixed ARPUs, potentially limiting Odido's subscriber growth
ambitions in the segment. We expect the B2C mobile services will
remain rational, given operators are more focused on protecting
their existing subscriber bases and upselling next-generation
connectivity (5G) to support ARPUs, rather than targeting
significant market share gains.

"Financial policy considerations remain important for our ratings
on Odido. Private equity firms Apax Partners and Warburg Pincus led
the acquisition of Odido from Deutsche Telekom in 2021, and both
hold a 50% share in Odido's parent entity Odido Netherlands Holding
B.V. The shareholders are considering a potential IPO in the near
term, which would support our expectation of improving credit
metrics. That said, the group has not formally communicated any
concrete plans for a listing at this stage and the timing of the
transaction remains uncertain. In the meantime, we expect that the
shareholders will continue to upstream excess FOCF generation
through dividend distributions, share buybacks, or the repayment of
preferred shares.

"The positive outlook reflects our view that we could raise our
rating on Odido if it sustains S&P Global Ratings-adjusted leverage
below 5.5x and improves its FOCF to debt comfortably above 5% over
the next 12 months.

"We could revise the outlook to stable if S&P Global
Ratings-adjusted debt to EBITDA remains above 5.5x and FOCF to debt
below 5% over a prolonged period. This could happen if Odido fails
to capitalize on the reduced capex intensity or if earnings growth
falls short of expectations, or if the group pursued debt-funded
acquisitions or shareholder remuneration.

"We could raise the rating if Odido's leverage sustainably and
comfortably stays below 5.5x while the company maintains an
adjusted FOCF-to-debt ratio of more than 5%. The upgrade would also
be contingent on our assessment of the group's financial policy
being supportive of sustained deleveraging, for example by
completing or gearing toward an IPO process."




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

AUTONORIA SPAIN 2025: Fitch Assigns B+(EXP)sf Rating on Cl. F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Stable Outlooks to AutoNoria Spain 2025,
FT expected ratings on the class A to F notes. The Outlooks were
not included in the prior rating action commentary dated 28 May
2025. No other changes made.

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

   Entity/Debt           Rating                      Prior
   -----------           ------                      -----
AutoNoria Spain 2025 FT

   A ES0305904007    LT AAA(EXP)sf Expected Rating   AAA(EXP)sf
   B ES0305904015    LT AA(EXP)sf  Expected Rating   AA(EXP)sf
   C ES0305904023    LT A(EXP)sf   Expected Rating   A(EXP)sf
   D ES0305904031    LT BBB(EXP)sf Expected Rating   BBB(EXP)sf
   E ES0305904049    LT BB(EXP)sf  Expected Rating   BB(EXP)sf
   F ES0305904056    LT B+(EXP)sf  Expected Rating   B+(EXP)sf
   G ES0305904064    LT NR(EXP)sf  Expected Rating   NR(EXP)sf

Transaction Summary

AutoNoria Spain 2025, FT is a revolving securitisation of a
portfolio of fully amortising auto loans originated in Spain by
Banco Cetelem S.A.U. (Cetelem). Cetelem is a specialist lender
fully owned by BNP Paribas SA (A+/Stable/F1).

KEY RATING DRIVERS

All key rating drivers and rating sensitivities associated with the
transaction rating analysis continue to apply; See "Fitch Assigns
AutoNoria Spain 2025, FT Expected Ratings" dated 28 May 2025.

RATING SENSITIVITIES

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

All key rating drivers and rating sensitivities associated with the
transaction rating analysis continue to apply; See "Fitch Assigns
AutoNoria Spain 2025, FT Expected Ratings" dated 28 May 2025,
available at www.fitchratings.com

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

All key rating drivers and rating sensitivities associated with the
transaction rating analysis continue to apply; See "Fitch Assigns
AutoNoria Spain 2025, FT Expected Ratings" dated 28 May 2025.

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

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

DATA ADEQUACY

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

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

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

Date of Relevant Committee

June 3, 2025

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.


SANTANDER HIPOTECARIO 3: S&P Affirms 'D(sf)' Rating on F Notes
--------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Fondo de
Titulizacion de Activos Santander Hipotecario 3's class A1, A2, and
A3 notes to 'AA- (sf)' from 'A+ (sf)'. At the same time, S&P
affirmed its 'B- (sf)' and 'CCC- (sf)' ratings on the class B and C
notes, and its 'D (sf)' ratings on the class D, E, and F notes.

The rating actions reflect S&P's full analysis of the most recent
information it has received and the transaction's current
structural features.

S&P said, "After applying our global RMBS criteria, expected losses
decreased due to a decline in our weighted-average foreclosure
frequency (WAFF) and weighted-average loss severity (WALS)
assumptions. Our WAFF assumptions decreased due to the lower
effective loan-to-value (LTV) ratio. In addition, our WALS
assumptions have decreased, due to a lower current LTV ratio."

  Credit analysis results

  Rating   WAFF (%)   WALS (%)   Credit coverage (%)

  AAA      14.24      6.48       0.92
  AA        9.49      4.31       0.41
  A         7.22      2.00       0.14
  BBB       4.84      2.00       0.10
  BB        2.47      2.00       0.05
  B         1.90      2.00       0.04

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

Credit enhancement continues to increase for the senior notes and
decrease for the most junior notes due to the
undercollateralization present in the structure.

The class A1, A2, and A3 notes' credit enhancement has increased to
22.40% from 14.89% in 2023. These classes pay pro rata, after
breaching the nonreversible 90 days plus arrears trigger during the
financial crisis, in 2009.

Arrears are stable at 1.54% as per the January 2025 investor
report. Overall delinquencies remain below our Spanish RMBS index,
although this transaction has suffered from high levels of
historical losses.

Cumulative defaults represent 8.93% of the closing pool balance.
S&P does not expect the class C interest deferral trigger (11%) to
be breached in the near term. The class E and D interest deferral
triggers have already been breached.

Rating rationale

S&P said, "Our operational, sovereign, counterparty, and legal risk
analyses remain unchanged since our previous review. Therefore,
these criteria do not cap the ratings assigned.

"We raised our ratings on the class A1, A2, and A3 notes to 'AA-
(sf)' from 'A+ (sf)' given the higher credit enhancement available
as the deal deleverages. These classes also benefit from the breach
of the interest deferral trigger on the most junior tranches.
Despite the increased credit enhancement, we limited our upgrade
after considering the historical performance along with the low
pool factor that may expose the transaction to tail risk. In
particular, we tested the sensitivity of the transaction to
increased defaults and higher losses. Additionally, given that the
swap notional is based on the transaction's performing balance, we
also considered the transaction's exposure to a higher interest
rate environment as the deal has an amortization deficit."

The credit enhancement available for the class B notes is
commensurate with a higher rating than that assigned. S&P said,
"However, our rating also reflects the borrower's ability to
withstand increased pressures, the historical poor performance, and
the amount of credit enhancement available given the tranche's
relative position in the structure. We therefore affirmed our 'B-
(sf)' rating."

S&P said, "Our cash flow analysis also indicates that the available
credit enhancement for the class C notes is not sufficient to
withstand our cash flow stresses at the 'B' rating level. In line
with our 'CCC' criteria, we consider repayment of the class C notes
to depend on favorable business, financial, and economic
conditions. Additionally, the tranche is partially
undercollateralized and its available credit enhancement remains
negative. Finally, although we consider that the issuer's financial
commitments may be unsustainable in the long term, we do not expect
it to face a credit or payment crisis within the next 12 months. We
therefore affirmed our 'CCC- (sf)' rating."

The class D, E, and F notes have not made their interest payments
since the July 2014, July 2013, and April 2008 payment dates,
respectively. S&P therefore affirmed its 'D (sf)' ratings on these
tranches.




===========
S W E D E N
===========

AINAVDA PARENTCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Ainavda Parentco AB's (trading as
Advania) Long-Term Issuer Default Rating (IDR) at 'B'. The Outlook
is Stable. Fitch has also affirmed Ainavda Bidco AB's senior
secured debt at 'B+' with a 'RR3' Recovery Rating.

The rating reflects Advania's high leverage, which Fitch expects to
remain above its negative sensitivity at end-2025. This is offset
by the company's sustainable business model, increased scale and
geographical diversification resulting from recent mergers and
acquisitions, considerable predictable revenue and low customer
turnover in its core managed IT services operations.

The Stable Outlook indicates its expectation that Advania's
financial profile will improve from 2026, supported by organic
deleveraging to below 6x and strengthening free cash flow (FCF)
margins to the low single digits, in line with a 'B' rating.

Key Rating Drivers

High Leverage: Fitch expects Advania's Fitch-defined EBITDA gross
leverage to remain high at 6.5x at end-2025, versus its previous
forecast of 6.1x, reflecting the company's mergers-and-acquisitions
strategy and mainly debt-funded acquisitions in 2024. Fitch
forecasts deleveraging to below 6x in 2026, mostly on EBITDA growth
and moderately improving operating margins, which is broadly in
line with company's leverage target. Its base case envisages
additional, smaller scale M&A, so any major acquisitions that are
funded aggressively could constrain deleveraging.

Enhanced Diversification and Scale: Fitch anticipates Advania to
generate 35% of its revenues in the UK, following its acquisition
of CCS Media, up from 18% in 2023. In its first full year of
trading, Fitch expects CCS Media to add about 10% to the company's
EBITDA, although it is likely to be dilutive to the overall margin,
given its high share of hardware sales. Fitch believes this
strategic acquisition improves the company's market position and
cross-selling opportunities in a larger market.

Lower Interest Costs Improve FCF: Fitch expects FCF to remain
neutral in 2025 before it turns positive from 2026, supported by a
continuing reduction in interest expenses. Advania's debt repricing
in February 2025 has improved its financial flexibility through
lower interest costs, which should gradually lead to higher
Fitch-defined EBITDA interest coverage over 2x from 2026, while
remaining within 'B' rating thresholds. The company had incurred
substantial exceptional costs in previous years related to larger
M&A, which restricted FCF. A decline in these non-recurring
expenses should help improve liquidity from 2025.

Restricted Margins: Fitch projects Fitch-defined EBITDA margin to
slightly decrease to 8.8% in 2025 from 9.1% in 2024 due to the
acquisition of margin-dilutive CCS Media in 2024, before moderately
improving to 9.4% by 2028. Advania's profitability is limited by
low-margin hardware sales, which account for a high 42%-45 % of
overall revenue and are supported by public sector demand. High
personnel costs in managed and professional services also restrict
operating leverage. Profitability improvements are anticipated
through relocation of labour to lower-cost regions and local
management's cost optimisation efforts.

Acquisitive Growth Strategy: Advania aims to grow its revenue and
EBITDA both organically and through ongoing bolt-on acquisitions.
The company has effectively integrated its business acquisitions to
date, leading us to view its strategy and execution risks as
moderate. The acquisitions, primarily small, similar-profile
companies in its service areas, have enhanced Advania's market
presence. A few large-scale acquisitions in the past three years
have improved its geographic reach. Any future transformational
acquisitions could present greater integration challenges and may
lead to higher financial leverage.

Customer Retention Priority: Advania's customer net retention rates
across all businesses remained above 100% in 2024. Its exposure to
the public sector supports its operating profile, offering
long-term contracts and securing stable, predictable revenue
streams. Recent mergers and acquisitions have bolstered the
momentum for cross-selling in 2025 across the broader Advania
group. However, Fitch anticipates that the EBITDA margin, as
calculated by Fitch, will stay below 10% during 2025-2028.

Peer Analysis

Fitch compares Advania with service peers with a large portion of
recurring revenue, including Apex Structured Intermediate Holdings
Limited (B/Positive) and Clara.net Holdings Limited (Claranet;
B/Stable). Fitch also compares Advania with IT services and
consulting peers, such as Engineering Ingegneria Informatica S.p.A.
(B/Stable), Cedacri S.p.A. (B/Stable), and AlmavivA S.p.A.
(BB/Stable).

Advania and Claranet have comparable business and financial
profiles as managed services providers with an acquisition-driven
growth strategy. This strategy has led to high leverage and modest
interest coverage for both, although Advania benefits from a
slightly larger scale.

Advania's market positions are not as strong as some of its peers,
such as AlmavivA or Cedacri. However, it has greater
diversification, having expanded its operations across six
countries, in contrast to the single-market focus of those peers.
Low customer concentration shields Advania from the sector-specific
cyclicality or regulatory pressures that constrain Cedacri, which
caters to more-specialised markets.

Advania's profit margins are behind those of its wider group of
peers, limiting its capacity for FCF generation and resulting in
higher leverage with slower deleveraging opportunities. This is due
primarily to the substantial portion of hardware distribution sales
within Advania's total revenue stream.

Apex, like Advania, is highly acquisitive. However, Apex's larger
scale and considerably stronger margins and deleveraging profile
result in a higher leverage capacity than Advania. AlmavivA is
rated higher due to its significantly lower leverage and stronger
domestic market share.

Key Assumptions

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

- Organic revenue growth of 6.3% in 2025, led by IT infrastructure.
This is followed by an average organic revenue growth of 5.5% to
2028. Projected revenue is supported by cash-funded bolt-on
acquisitions

- Fitch-defined EBITDA margin to reduce to 8.8% in 2025, before
moderately improving to 9.4% by 2027, reflecting increased staff
utilisation rates and cost-optimisation initiatives

- Capex at 1.4% of revenue in 2025-2026, gradually declining to 1%
by 2028

- Working-capital outflows at 1% of revenue between 2025 and 2028

- Bolt-on acquisition costs of SEK154 million in 2025 (at a 5.5x
valuation), followed by SEK150 million-180 million a year to 2028

- No dividends or other shareholder payments between 2025 and 2028

Recovery Analysis

- Fitch estimates a post-restructuring going-concern EBITDA at
SEK1.43 billion, which may result from reputational damage, a loss
of public-sector contracts in some markets or a sharp reduction in
consultancy/professional services, driven by a weak economic or
highly competitive environment.

- Fitch applied a multiple of 5.5x to the going-concern EBITDA to
calculate a post-reorganisation enterprise value. The multiple is
in line with that of close sector peers.

- Administrative claims of 10% are deducted from the enterprise
value to account for bankruptcy and associated costs.

- The total amount of senior secured debt for claims includes
SEK9.4 billion senior secured first-lien term loans (split between
sterling, Swedish krona, Norwegian krone and euro facilities) and
an equally ranking SEK2.4 billion (equivalent of EUR210 million)
revolving credit facility that Fitch assumes to be fully drawn in
distress.

- Its analysis results in a Recovery Rating of 'RR3' and a 'B+'
instrument rating for the senior secured first-lien debt.

RATING SENSITIVITIES

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

- Material slowdown in organic growth due to market downturn or
intensified competition, resulting in lower Fitch-defined EBITDA
margins consistently below 9% and negative FCF

- Debt-funded acquisitions preventing deleveraging, resulting in
Fitch-defined EBITDA leverage above 6.0x

- EBITDA interest coverage consistently below 2.0x

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

- FCF margins trending towards 5%

- Fitch-defined EBITDA leverage below 5.0x on a sustained basis

- EBITDA interest coverage sustained above 3.0x

Liquidity and Debt Structure

Advania had unrestricted cash of SEK546 million at end-2024. Its
liquidity profile is supported by a multi-currency EUR210 million
(SEK2.4 billion) revolving credit facility and positive FCF
generation from 2026. Refinancing risk is manageable with no
near-term debt maturities. Its current term loans B maturities are
in 2031.

Issuer Profile

Advania offers a range of IT services, including custom software
and cloud solutions, and hardware for medium-sized-to-large
companies and government entities across six northern European
countries.

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
   -----------              ------        --------   -----
Ainavda Bidco AB

   senior secured     LT     B+ Affirmed    RR3      B+

Ainavda Parentco AB   LT IDR B  Affirmed             B



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

VESTEL ELEKTRONIK: Fitch Lowers LongTerm IDR to 'B-', Outlook Neg.
------------------------------------------------------------------
Fitch Ratings has downgraded Vestel Elektronik Sanayi Ve Ticaret
A.S.'s (Vestel) Long-Term Local- and Foreign-Currency Issuer
Default Ratings (IDR) to 'B-' from 'B+'. The Outlook is Negative.
Fitch has also downgraded Vestel's senior unsecured notes to 'B-'
from 'B+'. The Recovery Rating remains at 'RR4'.

The downgrade reflects Fitch's expectation of a weaker financial
structure and liquidity position for Vestel, due to softer demand
and lower-than-expected sales volumes, including for export.
Consequently, Vestel's revenue and margins are under pressure, with
an increasing reliance on expensive short-term debt, placing
pressure on cash flows and interest coverage. Fitch projects key
metrics to remain outside the previous negative sensitivities for
an extended period.

The Negative Outlooks reflect risks to Vestel's revenue and EBITDA
margin recovery, deleveraging trajectory and refinancing.

Key Rating Drivers

Operating Performance Deterioration: Vestel's EBITDA margin sharply
underperformed its expectations in 2024, at 5.5%, versus its
forecast of 9%. The margin further deteriorated to 4% in 1Q25,
driven by persistent high inflation in Turkiye, which increased
labour and raw material costs relative to revenue. Revenue fell 14%
in 1Q25, on lower volumes in household appliances and TV units sold
and a general softening of the average selling price (ASP) in
Turkiye for both white goods and TV sets.

Sales to Rise; Increasing Diversification: Fitch anticipates a
gradual improvement in its total sales volumes, driven by the
company's revenue initiatives, despite the challenging operating
environment. Vestel is seeking to diversify its revenue towards the
US market and other non-European countries, as exports currently
account for 60% of revenue. This strategy is in response to
intensifying competition in Europe, particularly from Chinese
exporters. Vestel's revenues are heavily reliant on low-margin
private-label manufacturing, which limits its pricing power and
ability to transfer cost increases, especially in Europe.

Constrained EBITDA Generation: Fitch forecasts the company's
Fitch-adjusted EBITDA margin will improve to 7.2% at end-2025 from
a Fitch-adjusted EBITDA margin of 5.5% in 2024, driven by a
recovering market. However, the improvement is slower than
previously anticipated, due to a slower-than-expected ramp-up in
sold volumes. This, combined with its expectation of a low,
single-digit rise in ASPs, results in sharply lower EBITDA
generation for 2025-2028 compared with its earlier forecasts. Fitch
forecasts that EBITDA margins will improve and remain at 7%-11%
between 2025 and 2028 due to cost optimisation and business
reorganisation initiatives.

High Leverage: Fitch expects EBITDA leverage to remain above its
previous negative rating sensitivity, at 7.6x at end-2025 and 5.9x
at end-2026, leading to the downgrade. Vestel's
management-calculated net leverage reached 6.8x at end-2024,
exceeding the permitted debt incurrence covenant of 3.5x associated
with its USD500 million Eurobond. However, Fitch expects the
company still has room for additional permitted debt under the
terms of its bond documentation.

Weak Cash Flows and Liquidity: Vestel's capital structure continues
to rely heavily on recurring short-term debt refinancing with
increasing risks due to the company's under-performance. However,
Fitch believes that uncommitted facilities from Turkish banks will
continue to be available to Vestel. Fitch forecasts continued
negative free cash flow (FCF) until 2028 (with negative FCF margin
around 10% for 2025), due to a limited recovery in EBITDA and
increased borrowings at higher local interest rates. Fitch
forecasts EBITDA interest coverage to average 1.0x during
2025-2028, compared with its previous estimated average of 1.5x.

Peer Analysis

Vestel's through-the-cycle average EBITDA margin of 8% a year on
average is similar to those of higher-rated peers like Whirlpool
Corp. (BB+/Negative) and LG Electronics Inc. (BBB/Stable). However,
this strength is offset by Vestel's weaker FCF margin, due to the
Turkish lira volatility and local hyperinflation, higher leverage
structure and lower interest coverage.

Unlike Vestel, Arcelik A.S. (BB-/Negative), a Turkish-based peer,
focuses solely on more profitable white goods and benefits from the
geographical diversification of its production base. Vestel's
leverage metrics are weaker, while its financial flexibility is
constrained by lower interest coverage, a wider FCF margin deficit,
FX risk due to only partly effective hedging, short-term debt
exposure and weak liquidity. This is underlined in the multi-notch
difference in their ratings.

Key Assumptions

- Revenue in lira to increase on average 15% annually for
2025-2028

- Improving average EBITDA margin to 11% by end-2028, reflecting
anticipated cost synergies and improved pricing ability

- Capex in line with management forecasts to 2028

- FCF margin to remain negative until 2028, driven by a slower
recovery in EBITDA margins, working capital outflows, albeit with a
declining net working capital/revenue ratio

- Continued successful refinancing of upcoming short-term
maturities, but at higher interest rates

Recovery Analysis

Recovery Assumptions

- Fitch assumed that Vestel would be reorganised as a going-concern
in bankruptcy rather than liquidated.

- An administrative claim of 10% is used, in line with the industry
median and peer group.

- Fitch translated its recovery estimates into US dollars from
Turkish liras (using the exchange rate at 31 March 2025) as its
USD500 million bond was issued in dollars.

- Fitch assumes a going-concern EBITDA of USD255 million, in line
with Fitch's previous assessment. This reflects a
post-reorganisation EBITDA in Turkiye's challenging market
environment and high inflation, leading to declining demand and
lower-than-expected sold volumes.

- A multiple of 4.5x is applied to the GC EBITDA to calculate a
post-reorganisation enterprise value, given Vestel's strong market
position in Turkiye and flexible cost structure. However, this
multiple is constrained by industry dynamics (including Turkish
regulations), lack of geographical diversification (particularly in
Asia and North America), lack of pricing power and the strength of
competitors within the market.

- The waterfall analysis is based on the new capital structure,
which consists of factoring, senior unsecured USD500 million
Eurobond at a fixed coupon of 9.75% and bank credit facilities.
Debt issued by Vestel's subsidiary Vestel Beyaz Eşya Sanayi ve
Ticaret A.Ş. ranks structurally senior to remaining debt
instruments.

- Factoring is not expected to remain available during bankruptcy
following a more conservative approach than the previous assessment
and is thus deducted from EV.

- These assumptions result in a recovery rate for the senior
unsecured instrument within the 'RR4' category.

RATING SENSITIVITIES

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

- Reduced ability to refinance in the local banking market and
deteriorating negative FCF

- Gross EBITDA leverage above 6.5x on a sustained basis

- EBITDA interest coverage consistently below 1.0x

- Failure to deliver EBITDA margin growth with revenue and
cost-optimisation initiatives and a structurally weaker business
profile

- Lack of ring-fencing and tighter links with parent Zorlu

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

- Gross EBITDA leverage below 5.0x for a sustained period

- EBITDA interest coverage sustainably above 1.5x

- FCF margin consistently neutral to positive

- Stronger business profile with geographical diversification of
production base and higher pricing power

Liquidity and Debt Structure

Vestel has been dependent on short-term bank debt facilities and
factoring to meet its financing needs. The practice of continuously
rolling over these uncommitted bank lines is typical in the Turkish
corporate market and limits its liquidity assessment of Vestel.

Long-term notes represented around 31% of Vestel's debt at
end-1Q25, with short-term bank loans and domestic bonds making up
the balance. Fitch anticipates an increased reliance on short-term
and expensive local funding, due to its forecast of a slower
recovery in EBITDA margins.

Issuer Profile

Vestel specialises in the manufacturing and sales of electronics,
major household appliances, digital and e-mobility solutions in
Turkiye.

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
   -----------                   ------         --------   -----
Vestel Elektronik
Sanayi Ve Ticaret A.S.   LT IDR    B- Downgrade            B+
                         LC LT IDR B- Downgrade            B+

   senior unsecured      LT        B- Downgrade   RR4      B+




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

ATG ENTERTAINMENT: S&P Assigns 'B' LongTerm ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to U.K.-based International Entertainment JJCO 3 Ltd., and its 'B'
issue rating, with a '3' recovery rating, to the GBP1,275
million-equivalent senior secured TLB.

The stable outlook reflects S&P's expectation that over the next 12
months ATG will achieve S&P Global Ratings-adjusted debt to EBITDA
close to 6x, EBITDA to interest of about 2x, and positive free
operating cash flow (FOCF) after leases while adhering to a
financial policy aimed to sustain these credit metric levels as it
pursues its expansion strategy and growth investments.

International Entertainment JJCO 3 Ltd., a holding company of ATG
Entertainment (ATG), is the world's largest theater venue owner,
operator, and programmer with 71 venues across the U.K., U.S.,
Germany, and, recently, Spain, that also offers ticketing and
marketing services, and stages own productions.

ATG's diverse venue network, including strategic Broadway and West
End locations, and proprietary ticketing platform underpin the
group's appeal to and long-term relationship with global producers.
That said, ATG's dependence on discretionary spending preferences
and overall limited size and scale in the fragmented live
entertainment industry constrain long-term prospects for its
earnings growth and resilience.

The group issued a GBP1,275 million-equivalent senior secured term
loan B (TLB) split in euro, U.S. dollar, and Sterling tranches and
a GBP150 million revolving credit facility (RCF) to refinance its
capital structure and fund the payments of deferred considerations,
and dividends to the financial sponsor Providence Equity Partners,
and other shareholders.

The ratings are in line with the preliminary ratings we assigned on
March 24, 2025. At the end of the transaction, ATG issued a
GBP1,275 million-equivalent senior secured TLB split in EUR550
million, $550 million, and GBP400 million tranches, as well as a
GBP150 million RCF. Other than the addition of the sterling tranche
compared with the proposal at launch, there were no material
changes to the financial documentation versus with our original
review. S&P's forecast for cash interest is not materially
different, notwithstanding lower margins in the final capital
structure that are offset by its higher reference rates
assumptions. Annual mandatory debt amortization for the U.S. dollar
tranche is now about GBP4 million compared with GBP10 million in
our previous assumption, which does not lead to material changes to
its cash flow forecast.

S&P said, "We have also updated our macroeconomic views since the
completion of the transaction, including the downward revision of
U.K. and U.S. real GDP growth reflecting higher tariffs,
uncertainty, and financial market turbulence.

"That said, we have not made material changes to our forecast, and
it remains largely in line with the one published on March 24,
2025. While discretionary spending remains soft under the current
economic headwinds, we note that there is only indirect correlation
between macroeconomic indicators and the group's operating
performance, which mainly depends on theater attendance, driven by
the success of the shows, ticket prices, and food and beverage
(F&B) sales. We think that its diverse content, execution track
record, and more affluent audience demographics would also mitigate
some occupancy risk. Its revenue and cost management of the
existing and new theaters as well as careful capital expenditure
(capex) planning will remain the main drivers of ATG's
creditworthiness. We will continue to monitor the trends of
consumer discretionary spending among leisure activity providers
amid a slowdown in global economy. For a more detailed rationale,
see “ATG Entertainment Assigned Preliminary 'B' Ratings; Outlook
Stable," published March 24, 2025, on RatingsDirect.

"The stable outlook reflects our expectation that ATG will continue
to invest in its existing and new venues that will grow earnings on
the back of strong programming and implementation of ticketing and
other synergies with acquired businesses. Our expectation also
includes timely execution of major refurbishment and greenfield
projects, including managing capex and returns. We expect over the
forecast period through fiscal 2027 (fiscal year-end is March 31),
the company will sustain S&P Global Ratings-adjusted EBITDA margin
of above 23%, with adjusted debt to EBITDA at about 6x pro forma in
fiscal 2026 consistently declining thereafter, and adjusted EBITDA
to interest of about 2x. We also expect ATG to generate thin but
positive FOCF after leases."

S&P could lower the rating in the next 12 months if ATG
underperforms our base case, resulting in:

-- Adjusted debt to EBITDA substantially exceeding 6x; or
Structurally negative FOCF after leases, weakening the group's
liquidity; or

-- EBITDA interest cover persistently below 2x.

This could occur if occupancy or average selling prices fall short
of expectations, full synergies from recent acquisitions take
longer to realize or incur higher exceptional costs, or the company
pursues a financial policy that is more aggressive than our
expectations through debt-funded acquisitions or shareholder
returns.

Although a remote scenario, S&P could raise the rating if ATG
demonstrated a commitment and a track record of a prudent financial
policy of consistently adhering to adjusted debt to EBITDA of less
than 5x, EBITDA interest coverage of well above 2x, and FOCF to
debt of well over 5%. This scenario would be supported by strong
demand demonstrated in higher-than-expected occupancy levels and
ticket prices, coupled with successful revenue-driving initiatives,
implementation of synergies and other cost-saving initiatives, and
timely returns from refurbishment and greenfield projects.


CCM MOTORCYCLES: KR8 Advisory Named as Administrators
-----------------------------------------------------
CCM Motorcycles (UK) Limited was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in Manchester, Insolvency & Companies List (ChD), Court
Number: CR-2025-003753, and Michael Lennon and James Saunders of
KR8 Advisory Limited were appointed as administrators on June 2,
2025.  

CCM Motorcycles (UK) is a manufacturer of motorcycles; and was
involved in the sale, maintenance and repair of motorcycles and
related parts and accessories.

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

Its principal trading address is at 5, Jubilee Works, Vale St,
Bolton, BL2 6QF

The joint administrators can be reached at:

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

For further details, please contact:

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


CHESHIRE 2020-1: S&P Affirms 'B-(sf)' Rating on Class F-Dfrd Notes
------------------------------------------------------------------
S&P Global Ratings affirmed its 'AAA (sf)' rating on Cheshire
2020-1 PLC's class A notes, 'AA+ (sf)' ratings on the class B-Dfrd
and C-Dfrd notes, 'AA (sf)' rating on the class D-Dfrd notes, 'A-
(sf)' rating on the class E-Dfrd notes, and 'B- (sf)' rating on the
class F-Dfrd notes.

The transaction's performance has deteriorated since our previous
review. Total arrears as of January 2025 stand at 18.39%,
marginally down from 18.76% at S&P's previous review. However,
arrears greater than or equal to 90 days have increased to 14.30%
from 13.89% at its previous review.

Both total arrears and severe arrears are below our U.K.
nonconforming RMBS index for pre-2014 originations.

S&P said, "Since our previous review, the weighted-average
foreclosure frequency (WAFF) has increased at all rating levels,
reflecting the higher arrears.

"On May 17, 2024, we also reduced our base foreclosure frequency
assumptions at all rating levels to 'B' from 'AA+'.

"On April 4, 2025, we updated our assumptions for house price
overvaluation in the U.K. Our weighted-average loss severity
assumptions have decreased at all rating levels, reflecting our
lower overvaluation assumptions and updated house price index
assumptions."

The required credit coverage has decreased at all rating levels.

  Portfolio WAFF and WALS

  Rating level   WAFF (%)   WALS (%)   Credit coverage (%)

  AAA            46.82      27.94      13.08
  AA             39.45      22.62       8.92
  A              35.42      14.17       5.02
  BBB            31.24       9.76       3.05
  BB             27.05       7.05       1.91  
  B              26.01       4.97       1.29

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

S&P said, "Credit enhancement for the notes has increased slightly
from our previous review, reflecting prepayments and the
transaction's sequential amortization. The current level of credit
enhancement available for each of the rated notes is sufficient to
withstand stresses we apply at their respective rating levels. We
therefore affirmed our ratings on the class A, B, C-Dfrd, D-Dfrd,
E-Dfrd, and F-Dfrd notes.

"Our affirmation of the class E-Dfrd notes also considers
additional cash flow sensitivities, as well as qualitative factors
such as the transaction's overall performance.

"The class F-Dfrd notes continue to face shortfalls under our
standard cash flow analysis at the 'B' rating level. These
shortfalls are driven by the increased WAFF. Therefore, we applied
our 'CCC' criteria to assess if either a rating of 'B-' or in the
'CCC' category would be appropriat. The 'CCC' criteria specify the
need to assess whether there is reliance on favorable business,
financial, and economic conditions to meet the payment of interest
and principal.

"In our steady state scenario, we reduced our prepayment
assumptions in our 'high' interest rate scenario based on the
observed prepayment level, stressed actual fees in our cash flow
analysis, applied lower WAFF assumptions, and did not apply spread
compression. The class F-Dfrd notes pass our 'B' cash flow stresses
under this scenario. Therefore, in our view, payment of interest
and principal on the class F-Dfrd notes does not depend on
favorable business, financial, and economic conditions. We
therefore affirmed our 'B- (sf)' rating on the class F-Dfrd
notes."

Macroeconomic forecasts and forward-looking analysis

S&P said, "We expect U.K. inflation to remain above the Bank of
England's 2% target in 2025 and forecast the year-on-year change in
house prices in Q4 2025 to be 3.5%.

"We consider the borrowers in this transaction to be nonconforming
and as such generally less resilient to inflationary pressure than
prime borrowers. At the same time, 99.7% of the borrowers are
currently paying a floating rate of interest and so have been
affected by high rates.

"Given our current macroeconomic forecasts and forward-looking view
of the U.K. residential mortgage market, we have performed
additional sensitivities relating to higher levels of defaults due
to increased arrears. We have also performed additional
sensitivities with extended recovery timings due to the delays we
have observed in repossession owing to court backlogs in the U.K.
and the repossession grace period announced by the U.K. government
under the Mortgage Charter.

"We therefore ran eight scenarios with increased defaults and
higher loss severities of up to 30%. The results of the sensitivity
analysis indicate a deterioration that is in line with the credit
stability considerations in our rating definitions.

There is a maximum two-notch deterioration for the notes in the
sensitivity with extended recovery timings. The failures in this
sensitivity are limited in both size and the number of failing
scenarios. We do not expect recovery timings to be elevated for the
transaction's life."


CLEWS & SONS: KR8 Advisory Named as Administrators
--------------------------------------------------
Clews & Sons Limited was placed into administration proceedings in
the High Court of Justice Business and Property Courts in the High
Court of Justice Business and Property Courts, Insolvency and
Companies List (Chd), Court Number: CR-2025-003752, and James
Saunders and Michael Lennon of KR8 Advisory Limited were appointed
as administrators on June 5, 2025.  

Clews & Sons are agents involved in the sale of a variety of goods,
and provide other business support service activities.

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

Its principal trading address is at 25 Chorley New Road, Bolton,
BL1 4QR

The joint administrators can be reached at:

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

For further details, please contact:

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


COVENTRY TIMBER: Leonard Curtis Named as Administrators
-------------------------------------------------------
Coventry Timber Products Limited was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in Birmingham, Insolvency & Companies List (ChD), Court
Number: CR-2025-BHM-000228, and Conrad Beighton and Liz Welch of
Leonard Curtis were appointed as administrators on May 22, 2025.  

Coventry Timber, trading as Coventry Timber, specialized in the
wholesale of wood, construction materials and sanitary equipment.

Its registered office is at Cavendish House, 39-41 Waterloo Street,
Birmingham, B2 5PP

Its principal trading address is at 960 Foleshill Road, Coventry,
CV6 6EN

The joint administrators can be reached at:

               Conrad Beighton
               Liz Welch
               Leonard Curtis
               Cavendish House
               39-41 Waterloo Street
               Birmingham, B2 5PP

For further details, contact:

               The Joint Administrators
               Tel No: 0121 200 2111
               Email: recovery@leonardcurtis.co.uk

Alternative contact: Cameron Ford


ELEMENTS (EUROPE): Interpath Ltd Named as Administrators
--------------------------------------------------------
Elements (Europe) Limited was placed into administration
proceedings in the High Court of Justice, Business and Property
Courts of England and Wales, Insolvency and Companies List (ChD),
Court Number: CR-2025-003809, and Samuel Birchall and Stephen John
Absolom of Interpath Ltd were appointed as administrators on June
4, 2025.  

Elements (Europe) specialized in construction activities.

Its registered office is at Interpath Ltd, 10 Fleet Place, London,
EC4M 7RB.

Its principal trading address is at Hadley Castle Works, Hadley,
Telford, TF1 6AA.

The joint administrators can be reached at:

         Samuel Birchall
         Stephen John Absolom
         Interpath Ltd
         10 Fleet Place
         London EC4M 7RB

For further details, contact

         Hassan Rauf
         Tel No: 0203 989 2872

            -- or --

         Oliver Trotman
         Tel No: 0121 817 8657

Alternatively please email:

         EELcreditors@interpath.com


HOMES DIRECT: KBL Advisory Named as Administrators
--------------------------------------------------
Homes Direct 365 Limited was placed into administration proceedings
in the High Court of Justice Business and Property Court in
Newcastle Company & Insolvency List, Court Number:
CR-2025-NCL-0064, and Richard Cole and Steve Kenny of KBL Advisory
Limited were appointed as administrators on May 30, 2025.  

Homes Direct 365 is involved in information technology service
activities.

Its registered office is at 3b Lockheed Court, Preston Farm,
Stockton On Tees, Co. Durham, TS18 3SH

Its principal trading address is at Bays 1-3 Alliance Works,
Offices and Nissan Hut, Dodsworth Street, Darlington, DL1 2UH

The joint administrators can be reached at:

                Richard Cole
                Steve Kenny
                KBL Advisory Limited
                Stamford House
                Northenden Road Sale
                Cheshire, M33 2DH

For further information, contact:

                Freddie Pass
                Email: freddie.pass@KBL-Advisory.com
                Tel: 0161 637 8100


JUMPTEC LIMITED: KR8 Advisory Named as Administrators
-----------------------------------------------------
Jumptec Limited was placed into administration proceedings in the
High Court of Justice Business and Property Courts in Manchester,
Insolvency & Companies List (ChD), Court Number: CR-2025-003757,
and Michael Lennon and James Saunders of c/o KR8 Advisory Limited
were appointed as administrators on June 2, 2025.  

Jumptec Limited is a manufacturer of motorcycles; and was involved
in the sale, maintenance and repair of motorcycles and related
parts and accessories.

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

Its principal trading address is at 5, Jubilee Works, Vale St,
Bolton, BL2 6QF

The joint administrators can be reached at:

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

For further details, please contact:

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


LONDON BRIDGE 2025-1: S&P Assigns B-(sf) Rating on X-Dfrd Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to London Bridge
Mortgages 2025-1 PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd,
F-Dfrd, and X-Dfrd notes. At closing, the issuer also issued
unrated residual certificates.

London Bridge Mortgages 2025-1 PLC is an RMBS transaction that
securitizes a portfolio of buy-to-let (BTL) and owner-occupied
mortgage loans secured on properties in the U.K. Vida Bank Ltd.
(VBL) originated the loans in the pool. The pool comprises 68.9%
BTL loans and 31.1% owner-occupied properties.

This is VBL's (previously Belmont Green Finance Ltd.; BGFL) first
securitization since receiving Prudential Regulation Authority
(PRA) and Financial Conduct Authority (FCA) authorization and
becoming a fully licensed bank in November 2024.

VBL is a bank in the U.K., which was initially set up in 2015 as
BGFL, a nonbank specialist lender. It launched its lending business
later in 2016, through its brand Vida Homeloans.

The transaction comprises loans originated between 2017 and 2025,
with around 24% of the collateral being previously securitized in
prior Tower Bridge transactions that we rated. The loans were
acquired from the respective transactions by the seller either as
part of a call option being exercised or where loans were
repurchased because product switch limits were reached in the
transactions.

The collateral comprises loans to complex income borrowers with
limited credit impairments, and there is a high exposure to
self-employed borrowers (24.7%) and first-time buyers (23.9%).

The class A and B-Dfrd notes benefit from liquidity provided by a
liquidity reserve fund, and principal can be used to pay senior
fees and interest on the rated notes, subject to various
conditions.

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

There are no rating constraints in the transaction under our
counterparty, operational risk, or structured finance sovereign
risk criteria. The issuer is bankruptcy remote.

Vida Bank Ltd. is the mortgage administrator, with servicing
delegated to Homeloan Management Ltd., part of the Computershare
group.

  Ratings

  Class        Rating*   Amount (mil. GBP)

  A            AAA (sf)       215.00
  B-Dfrd       AA (sf)         16.25
  C-Dfrd       A (sf)           8.75
  D-Dfrd       BBB+ (sf)        3.75
  E-Dfrd       BB+ (sf)         3.75
  F-Dfrd       B+ (sf)          2.50
  X-Dfrd       B- (sf)          7.50
  RC1 Residual Certs   NR        N/A
  RC2 Residual Certs   NR        N/A

*S&P's ratings address timely payment of interest and ultimate
repayment of principal on the class A notes, and the ultimate
payment of interest and principal on all the other rated notes.
S&P's ratings also address timely payment of interest on the class
B–Dfrd to F-Dfrd notes when they become the most senior
outstanding and full immediate repayment of all previously deferred
interest.
NR--Not rated.
N/A--Not applicable.


M. ABELSON: CG&Co Named as Administrators
-----------------------------------------
M. Abelson Limited was placed into administration proceedings in
the High Court of Justice, the Business and Property Courts in
Manchester, Court Number: CR-2025-MAN-000774, and Edward M
Avery-Gee and Daniel Richardson of CG&Co, were appointed as
administrators on May 30, 2025.  

Holvil Limited are jewellers.

Its registered office is at 349 Bury Old Road, Prestwich,
Manchester, M25 1PY.

Its principal trading address is at Unit 8, St Annes Square,
Manchester, M2 7HW.

The joint administrators can be reached at:

         Edward M Avery-Gee
         Daniel Richardson
         CG&Co
         27 Byrom Street
         Manchester, M3 4PF

For further details, contact:

         Stephanie Adams
         Tel No: 0161 885 7251
         Email: stephanie.adams@cg-recovery.com


MOBICO GROUP: Fitch Lowers LongTerm IDR to BB+, On Watch Negative
-----------------------------------------------------------------
Fitch Ratings has downgraded Mobico Group Plc's (MCG) Long-Term
Issuer Default Rating (IDR) and senior unsecured rating to 'BB+'
from 'BBB-'. Simultaneously, Fitch has placed the ratings on Rating
Watch Negative (RWN).

The IDR downgrade reflects a weaker business profile after MCG's
disposal of its North American School Bus (NASB) operations and
also due to earnings concentration in Spain. Its EBITDAR forecasts
for 2025-2027, excluding NASB, are broadly flat and lower than its
previous expectations, due to slower improvement in the UK and
German rail being partly offset by higher profits at Automóviles
Luarca, S.A. (ALSA ) and the remaining US business.

Resolution of the RWN is contingent on MCG refinancing its hybrid
debt by February 2026, as it will otherwise lose the 50% equity
credit and increase EBITDAR net leverage by 0.7x from its
forecasts, resulting in a further downgrade. Resolution could take
longer than six months.

Key Rating Drivers

Tighter Sensitivities, Higher Business Risk: The announced disposal
of NASB will considerably reduce MCG's exposure to the US and
result in the loss of contracted revenue. Alongside persisting
operational problems in the UK and Germany, this will skew the
group's earnings to ALSA, mostly in Spain, which Fitch expects will
contribute about 65% of EBIT during 2025-2027. This has led us to
lower MCG's debt capacity by 0.5x in terms of EBITDAR net leverage.
Fitch forecasts EBITDAR net leverage to average 4.2x over
2025-2027, within tighter sensitivities of 3.5x-4.3x for the 'BB+'
rating, but with limited headroom.

Lower-than-Expected NASB Proceeds: MCG announced the sale of its
NASB business to I Squared Capital for an enterprise value of up to
GBP457 million, which is lower than previous estimates. The deal
includes upfront cash proceeds of around GBP218 million-233
million, with a potential additional earn-out of up to GBP53
million, which is not included in its forecasts. Management plans
to retain the upfront cash proceeds to preserve financial
flexibility while a portion of the funds will be used to repay any
outstanding borrowings under its revolving credit facility. The
size of the RCF remains unchanged at GBP600 million.

The sale is expected to complete in early 3Q25, pending approvals.

Hybrid Refinancing Under Consideration: MCG remains focused on
reducing debt and is yet to decide on the refinancing options for
its GBP500 million hybrid, callable between November 2025 and
February 2026. If MCG decides to keep the existing instrument
outstanding beyond February 2026, it will cease to receive 50%
equity credit as it will be less than five years from the effective
maturity of February 2031. This would cause an immediate increase
of EBITDAR net leverage by around 0.7x, making a downgrade highly
likely. The hybrid rating remains two notches below the IDR and
will not change should equity credit be removed.

Negative FCF: Fitch expects EBITDAR to be GBP315 million-350
million a year during 2025-2027, as improved profitability and
cost-saving initiatives are offset by the cash impact of onerous
contract provisions (OCPs) in German rail (included in
Fitch-calculated EBITDAR) and lower profitability in Spain. Fitch
anticipates a limited decline in MCG's capex, despite the sale of
NASB, due to expected increases in capex in Spain, partly to
support concession renewals during 2026-2027. This will result in
continuing negative free cash flow (FCF) during 2025 and 2026 and
close to neutral in 2027, notwithstanding the lack of dividends in
its forecasts.

German Rail Challenges Persist: MCG faces ongoing operational
challenges with its Rhine-Ruhr Express contracts through 2033. The
fixed-payment structure protects MCG from passenger revenue risk
but exposes it to cost inflation and operational risks. Severe
train driver shortages have increased service cancellations and
penalties, while infrastructure disruptions have further strained
operations. Driver shortages remain a critical issue, despite
investments in recruitment and training. MCG increased OCPs to
GBP176 million in 2024, and negotiations are ongoing with German
authorities for claim settlements, which would represent a rating
upside.

Spain's Strong Performance: ALSA delivered robust growth across
regional, urban and long-haul services in 2024, benefiting from
improved passenger demand and new contracts. It benefited from the
continuation of Spain's multi-voucher scheme and expanded its
footprint with the acquisition of CanaryBus and diversifying into
adjacent markets, such as healthcare transport. Fitch expects this
business to continue to generate most of MCG's profits over the
medium term, but have included decreasing margins in its forecasts,
due to the expected intercity concessions renewals during 2025-2027
and potential competition from high-speed rail.

UK's Profitability Challenges: MCG's UK business faces major
profitability challenges, despite revenue growth. The UK bus
division has performed fairly well, with revenue increasing due to
fare hikes, while profitability remained broadly flat as
inflationary pressures and increased lease costs from new electric
vehicles. The UK coach business faces a more challenging
environment with declining passenger numbers. Fitch expects profit
improvement in 2025 to be supported by a new funding agreement with
Transport for West Midlands for UK bus, cost control measures and
improved passenger volumes in UK coach.

Peer Analysis

MCG is better diversified geographically than FirstGroup plc (FG,
BBB/Stable), with key operations across the US, the UK, Spain, and
Germany. It still benefits from higher contracted revenues from its
ALSA division compared with FG, even though MCG's share of
contracted revenue has sharply reduced following the sale of the
NASB business, However, FG's financial position remains solid, with
reduced debt levels, which more than offsets its lower business
diversification.

MCG's credit profile has weakened due to the slow recovery of
profits post-pandemic and OCPs in its German rail division. As a
result, its EBITDAR net leverage is significantly higher than FG's,
leading to a two-notch rating difference.

Key Assumptions

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

- Revenue to grow 3% like-for-like in 2025 (excluding contributions
from NASB). This is followed by 8% and 7% like-for-like revenue
growth in 2026 and 2027, respectively. Spanish concessions renewed
at lower profitability

- EBITDA margin of 8.5% in 2025 and 9.5% in 2026 and 2027, also
reflecting cost efficiency efforts

- Broadly neutral working capital trend during 2025-2027

- Total capex for maintenance and growth of around GBP530 million
during 2025-2027

- Cash proceeds of GBP230 million from the sale of NASB business in
2025, no earn-out payments

- Hybrid debt refinanced for the same amount with a 9% coupon and
50% equity credit

- No dividend payment until 2027 as net debt remains outside
management's target of 2x EBITDA

- No cash-in from claims related to the German rail business

RATING SENSITIVITIES

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

- EBITDAR net leverage remaining above 4.3x

- EBITDAR fixed-charge cover consistently below 2.2x

- Sizeable loss of long-haul concessions contracts during renewal

- Negative FCF and a weaker business risk profile, with continuous
profitability issues in UK and Germany

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

The rating is on RWN and Fitch therefore does not anticipate an
upgrade. However, the following would be positive for MCG's credit
profile:

- EBITDAR net leverage sustained below 3.5x

- EBITDAR fixed-charge cover above 2.7x

- Sustained positive FCF and a strong business recovery, with
structural improvement of profitability in UK and Germany

Liquidity and Debt Structure

Liquidity was adequate at end-2024 with around GBP244.5 million of
readily available cash and GBP600 million of undrawn facilities
maturing in 2028 and 2029 against GBP149 million short-term
maturities and Fitch-estimated negative FCF of about GBP115 million
for 2025 (excluding about GBP230 million of net proceeds from NASB
disposal).

Fitch expects MCG to maintain an equivalent sized hybrid instrument
within its capital structure, which Fitch assumed in its rating
case at a 9% coupon. If the company fails to refinance this hybrid,
it will lose 50% equity credit in February 2026.

Issuer Profile

MCG is an international public transport operator providing bus,
rail as well as scheduled and unscheduled coach services.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt              Rating           Prior
   -----------              ------           -----
Mobico Group PLC      LT IDR BB+ Downgrade   BBB-

   senior unsecured   LT     BB+ Downgrade   BBB-

   subordinated       LT     BB- Downgrade   BB


WHEEL BIDCO: Fitch Hikes IDR to CCC+ on Post-Recapitalization
-------------------------------------------------------------
Fitch Ratings has downgraded Wheel Bidco Limited's (PizzaExpress)
Long-Term Issuer Default Rating (IDR) to 'RD' (Restricted Default)
from 'C' on the completion of its debt restructuring, which Fitch
views as distressed debt exchange (DDE) under its Corporate Rating
Criteria.

Fitch has subsequently upgraded the IDR to 'CCC+' reflecting its
post-recapitalisation credit profile dominated by considerable
execution risks with uncertain EBITDA recovery prospects.

Fitch has also upgraded its GBP30 million revolving credit facility
(RCF) to 'B+' from 'CCC' and its senior secured notes to 'B-' from
'C'. Their Recovery Ratings are 'RR1' and 'RR3', respectively.

The company has extended the maturity of its outstanding GBP280
million senior secured notes to September 2029, from July 2026, at
a higher coupon of 9.875%, versus the previous 6.75%. It also
extended the maturity of GBP24.75 million of the existing GBP30
million RCF to March 2029.

Key Rating Drivers

DDE Completion Drives 'RD': Fitch views PizzaExpress's completed
debt restructuring as a DDE, as the amendments to its debt terms
constituted a material reduction in the original terms, including
an extension of the existing senior secured notes to September
2029, from July 2026. The deal was necessary to avoid a probable
default as the non-acceptance of the refinancing by a majority of
the bondholders would cast doubt on its ability to meet its
obligations. The downgrade of the IDR to 'RD' on completion of the
DDE is in line with its Corporate Rating Criteria.

High Credit Risk Post-DDE: On completion of the DDE, the company's
credit profile remains high risk, even after the recapitalisation
extended most maturities to 2029. Its assessment takes into account
high execution risks and uncertainty over the pace of EBITDA and
cash profit recovery, alongside weak credit metrics. Refinancing
risks may re-emerge in the absence of a major operating recovery
and organic deleveraging.

Limited Liquidity Headroom: Fitch expects PizzaExpress's
post-restructuring liquidity to remain thin, despite reduced
refinancing risk and enhanced financial flexibility. Although its
liquidity is supported by the committed RCF to fund working
capital, weaker-than-expected operational performance and negative
free cash flow (FCF) could put pressure on liquidity during the
EBITDA recovery period.

Uncertain EBITDA Recovery: The company's revenue fell short of its
expectation for 2024, due primarily to a decline in like-for-like
covers. Its rating case assumes a slight drop in EBITDA in 2025,
driven by higher labour costs due to a rise in minimum wages and
national insurance contributions in the UK, despite the benefits of
its cost-optimisation projects and better terms with suppliers.
Fitch sees material execution risks in increasing revenue through
promotion and loyalty and partnership programmes, if consumer
demand is weaker than anticipated.

Structural Profitability Reduction: The reduction in PizzaExpress's
profitability during 2022-2023 was structural, due to its inability
to fully pass on cost inflation in food and beverage, energy and
labour to consumers. Consequently, Fitch forecasts that the
Fitch-adjusted EBITDA margin will remain subdued at 10.5% over
2025-2028, versus 15%-16% before the Covid-19 pandemic. A full
recovery to 2019 levels is unlikely over the medium term.

Weak Credit Metrics: The company's post-DDE 'CCC+' credit profile
is heavily influenced by its weak leverage and coverage metrics.
Fitch estimates that its EBITDAR fixed-charge coverage ratio (FCCR)
will remain at 1.3x between 2025 and 2028 (end-2024: 1.4x),
particularly following an increased debt service cost for its
extended senior secured notes despite their reduced face value. Its
expectations for subdued EBITDA expansion mean that its EBITDAR
leverage will also remain persistently high, at about 5.5x-6.0x, in
line with the 'CCC' rating category for the sector.

Neutral-to-Negative FCF: Fitch expects FCF to turn slightly
negative from 2025, as working capital inflows will not be
sustainable in the medium term, while EBITDA recovery stays
uncertain. Fitch assumes annual capex will fall to GBP17 million,
as the company finalises its refurbishment programme and maintains
modest new restaurant expansion.

Small Scale; Limited Diversification: Its business profile is
stable and aligned with a low 'B' category, due to its small scale
in a fragmented UK restaurant sector, in which it holds an 8%
share. The market provides limited long-term expansion
opportunities, due to consumer caution, the cost-of-living crisis
and intense competition. Fitch does not expect PizzaExpress to
expand substantially or raise its EBITDAR in the medium term, from
GBP84 million in 2024.

Peer Analysis

PizzaExpress is rated one notch below UK pub companies Stonegate
Pub Company Limited (B-/Stable) and Punch Pubs Group Limited
(B-/Positive), which are also rated under Fitch's Restaurants
Navigator framework.

All three companies are highly leveraged but differ by business
model, FCF generation and refinancing risks. Pub groups have a
stronger credit profile than PizzaExpress, because of their larger
size and better financial and operational flexibility, given their
freehold property and more limited exposure to labour costs. They
are also more resilient, leading to slightly better refinancing
prospects than for casual dining restaurants, such as
PizzaExpress.

The company is rated below Sizzling Platter, LLC (B-/Stable), a
US-based franchisee for quick-service restaurant chains with a
slightly larger restaurant portfolio, because of the former's
weaker credit metrics and operating performance with substantial
execution risks.

Key Assumptions

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

- Revenue to gradually increase from 2025, after a 2.7% decline in
2024

- EBITDA at GBP45 million-48 million a year between 2025 and 2028

- Slight working capital outflows from 2025

- Capex at about GBP17 million a year

- Bond prepaid by GBP55 million and repriced at 9.875%

- Equity injection of GBP20 million from shareholders in 2025

- Extension of the RCF concurrently with the maturity extension of
the senior secured notes

- No dividends or M&A to 2028

Recovery Analysis

The recovery analysis assumes that PizzaExpress would be
reorganised as a going concern in bankruptcy rather than
liquidated. Fitch has assumed a 10% administrative claim.

Fitch has maintained its estimate for post-reorganisation going
concern EBITDA at GBP40 million, on which Fitch based the
enterprise value. It is similar to Fitch-adjusted EBITDA of EUR47.7
million in 2024, which came under pressure from high cost inflation
and a challenging market environment.

Fitch has applied a 5x multiple to the gong concern EBITDA to
calculate a post-reorganisation enterprise value. This is within
the 4x-6x range Fitch has used across publicly and privately rated
peers. It takes into consideration the scale, limited international
diversification and single core brand of PizzaExpress.

On DDE completion, the company's senior secured notes rank behind
its GBP30 million RCF, which Fitch assumed to be fully drawn on
default. The ranked recovery for the GBP30 million RCF is in the
'RR1' band, indicating a 'B+' instrument rating, three notches
above the IDR.

Its waterfall analysis generates a ranked recovery for the GBP280
million senior secured notes in the 'RR3' band, indicating a 'B-'
instrument rating, one notch above the IDR.

RATING SENSITIVITIES

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

- Weaker-than-expected operating performance due to macro-economic
environment, competitive pressures or execution risks leading to
lack of EBITDA recovery or consistently negative FCF

- EBITDAR leverage above 6.0x on a sustained basis

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

- Cash flow from operations less capex/debt below 0%

- Deterioration in liquidity and tightening liquidity headroom,
leading to heightened refinancing risks

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

- Greater-than-expected EBITDA recovery, leading to
neutral-to-positive FCF and sufficient liquidity headroom

- EBITDAR fixed charge coverage improving towards 1.5x

- EBITDAR leverage improving towards 5.0x on a sustained basis

- Cash flow from operations less capex/debt strengthening to above
2%

Liquidity and Debt Structure

At end-2024, PizzaExpress had Fitch-adjusted cash of GBP68 million
(after excluding GBP20 million for daily operations and, therefore,
not available for debt service) and GBP26 million available under
the GBP30 million RCF maturing in January 2026. Of the RCF, GBP4
million was used to issue an electricity letter of credit.

For the amendment and restatement of existing GBP335 million senior
secured notes from July 2026 to September 2029, PizzaExpress used
GBP35 million cash on balance and GBP20 million equity injection to
pay down a GBP55 million principal. The maturity of GBP24.75
million out of the company's GBP30 million RCF has also been
extended to March 2029. The remaining GBP5.25 million of
commitments are still available under the terms of the original
RCF, which matures in January 2026.

Issuer Profile

PizzaExpress is a casual dining operator with more than 450
restaurants, of which over 360 are own operated in the UK and
Ireland.

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
   -----------              ------          --------   -----
Wheel Bidco Limited   LT IDR RD   Downgrade            C
                      LT IDR CCC+ Upgrade

   senior secured     LT     B-   Upgrade     RR3      C

   super senior       LT     B+   Upgrade     RR1      CCC


ZARA UK: S&P Affirms 'B-' ICR & Alters Outlook to Positive
----------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on Zara UK Topco (Flamingo Group International). S&P has also
affirmed the 'B-' issue ratings on the EUR15 million revolving
credit facility (RCF) due 2027 and EUR236 million term loan B (TLB)
due 2028, with a recovery rating of '3' indicating meaningful
recovery prospects of 50%-70% (rounded estimate: 65%).

The positive outlook indicates S&P's view that it could upgrade
Flamingo over the next 12-18 months if it sees evidence that the
group can sustain solid positive FOCF generation.

Flamingo reported resilient full-year results in 2024, despite
operating environment challenges, which translated into improving
credit metrics. Despite a small increase of 1.3% in total sales in
2024, mostly driven by pricing and volume growth and product mix
improvement in the flowers business in the U.K., S&P Global
Ratings-adjusted EBITDA rose significantly to GBP64 million from
GBP54.2 million in 2023, due to improved productivity in Flowers
thanks to cost control initiatives, farm efficiencies, and
contribution from pricing and foreign exchange gains due to the
devaluation of the Ethiopian birr. S&P said, "Our adjusted EBITDA
metric takes into consideration any recurring costs, such as those
related to the transformation initiative. This translates into an
adjusted EBITDA margin improvement of 150 basis points (bps) to
10.5% in 2024, more than offsetting adverse impacts from cost
inflation, production reduction because of El Nino weather
conditions, and Kenyan air freight disruption from September when
transportation capacity declined and costs grew. We note sales at
Afriflora (roses business) were flat year on year because of the
impact of EL Nino, lower production in one farm, and softer
volumes/demand in December." Produce sales, although up year on
year, were also negatively affected by weather conditions and
freight disruption.

For the first quarter of 2025, Flamingo posted sales of about
GBP182 million, down 0.3% year on year, but above budget with good
performance in Flowers and Afriflora with Produce down, but still
tracking in line with S&P's full-year forecasts. The good
performance in Flowers and Afriflora is driven by favorable
consumer demand during Valentine's Day week, International Women's
Day, and U.K. Mother's Day, coupled with price increases. For
produce, sales were down because of changes in trading strategies
of two important retailers, with at least some share recovery
expected for the remainder of the year. Nevertheless, the company's
underlying EBITDA margin improved by about 50 bps year on year on
the back of positive pricing effects, and productivity and
cost-cutting measures, despite wage inflation, adverse impact from
foreign exchange effects, and higher-than-anticipated product
handling costs.

S&P said, "We anticipate sales growth and stable to slight margin
improvement in 2025, supported by Flamingo's efficiency and
cost-savings measures as the group continues to navigate in a
volatile environment. Despite the challenges inherent to the
flowers agribusiness sector, including adverse weather conditions,
global price fluctuations, and high-cost inflation, we expect
management actions to promote business expansion over the next few
years. We forecast 2%-3% sales growth in 2025 driven by volume and
pricing, with the majority owing to the contribution from the
Flowers business. Stronger farming yields, increased bouquet
capacity, and productivity measures should offset adverse impacts
of labor and freight inflation costs. We note management has been
reviewing in more depth operations to take the necessary measures
to further improve efficiency and reduce overhead costs as freight
expenses unexpectedly rose at the end of 2024. This will entail
extraordinary transformation-related costs for the year. Measures
include simplifying management layers and reducing the costs of
back-office functions, among other. That said, we expect stable to
slightly improving S&P Global Ratings-adjusted EBITDA at around
GBP64 million-GBP69 million in 2025, accompanied by stable to
slightly expanding margin at about 10.5%-11.0%. For 2026, we
anticipate a further rebound in consumer demand, pricing and farm
yield gains to drive sales growth at about 1.3%-2.3% and an
adjusted EBITDA margin improvement of about 50 bps.

"We forecast adjusted leverage of about 3.0x-3.5x and positive FOCF
generation in 2025 and 2026. In 2024, adjusted debt to EBITDA stood
at 3.5x, reducing meaningfully from 5.5x in 2023, because of the
repayment of about GBP44 million of debt following the GBP50
million capital injection from the parent in the beginning of
2024." At the same time, Flamingo successfully completed the
refinancing of its TLB and RCF, alleviating near-term refinancing
risks and liquidity issues. As of Dec. 31, 2024, adjusted debt
comprised of GBP191 million TLB maturing in 2028, GBP26.6 million
of lease liabilities, and GBP1.8 million in pension liabilities.
S&P anticipates leverage to stay at 3.0x-3.5x in 2025 and 2026,
driven by earnings growth and broadly stable debt levels.

For 2024, the group generated GBP15.5 million of adjusted FOCF,
driven by strong earnings growth and efficient working capital
management, despite capital expenditure (capex) requirements
returning to normal levels and investments in bouquet production
capacity and replanting. S&P said, "For 2025, we forecast positive
adjusted FOCF up to about GBP10 million, lower than in 2024 because
of working capital outflows of about GBP4 million-GBP9 million to
support sales growth and because of the timing of capital projects'
payment. Gross Capex should be about GBP25 million with
productivity spending investments ramping up, mostly driven by
automation projects. We anticipate FOCF will grow in 2026 to GBP10
million-GBP20 million. FFO cash interest coverage was above 2x in
2024, and we expect it to continue in 2025 and 2026."

Business strategy continuity and good management execution should
support Flamingo's growth ambitions. Flamingo has made good
progress one year into its transformation program by building a
more integrated and efficient operating model. S&P said, "We
emphasize the strengthening of the farms' yields and increased
farm-direct bouquet capacity, stronger produce supply
relationships, the optimization of the U.K. operations, the reset
of U.K. Flowers segment margins, and the newly secured customer
wins. These have resulted in solid top-line growth and meaningful
profitability expansion in 2024. We expect management to continue
building on the measures already in place and deliver further
efficiencies and operating model simplification. This while still
facing the current market conditions will be challenging but
achievable, in our view." The group plans to lead the flowers and
produce industries in the switch from air freight to sea freight,
which will result in meaningful transportation cost savings,
although this has been delayed for an undefined period, due to the
Red Sea shipping disruption.

S&P said, "The positive outlook indicates our view that we could
upgrade Flamingo over the next 12-18 months if we see evidence that
the group can sustain solid positive FOCF generation, demonstrating
its ability to overcome adverse market conditions thanks to the
successful application of efficiencies and cost-savings measures,
while generating solid top-line and earnings growth and managing
working capital and capex needs efficiently. We forecast S&P Global
Ratings-adjusted debt to EBITDA at about 3.0x-3.5x in fiscal 2025
and 2026 and FFO cash interest coverage to remain above 2.0x over
the same period.

"We could revise the outlook to stable in the next 12 months if
FOCF generation turns negative with no short-term prospects of
returning to positive territory. This could happen in the case of a
deterioration of the operating performance, with Flamingo not being
able to offset adverse impacts from current operational challenges
with expected efficiencies and cost savings. We would expect an
inability to maintain or improve profitability levels in such a
case. This could also happen if working capital needs or capex are
significantly larger than anticipated.

"We could raise the rating in the next 12 months if the group
generates positive FOCF sustainably. This could happen on the back
of seamless application of the group's operational strategies
resulting in solid sales growth and EBITDA generation, offsetting
pressures from adverse operating conditions. This would also entail
managing working capital and capex needs efficiently through the
replanting and growing cycle. FFO cash interest coverage should
also be comfortably above 2x in such case."



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

Troubled Company Reporter-Europe is a daily newsletter co-
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