---

       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 18, 2025, Vol. 26, No. 121

                           Headlines



A R M E N I A

AMERIABANK CJSC: Moody's Affirms 'Ba3' Bank Deposit Ratings
ARDSHINBANK CJSC: Moody's Affirms 'Ba3' LongTerm Deposit Ratings
ARMECONOMBANK: Moody's Affirms B1 Deposit Ratings, Outlook Stable
INECOBANK CJSC: Moody's Affirms Ba3 Deposit Rating, Outlook Stable


A U S T R I A

FWU AUSTRIA: Fitch Affirms 'BB' Insurer Financial Strength


F R A N C E

EMERIA SASU: Fitch Alters Outlook on 'B-' LongTerm IDR to Negative


G E R M A N Y

PRESTIGEBIDCO GMBH: S&P Affirms 'B+' ICR on Expected Deleveraging


G R E E C E

OPTIMA BANK: Moody's Assigns First Time 'Ba1' Deposit Ratings


I R E L A N D

CARLYLE EURO 2025-AE: S&P Assigns Prelim. B-(sf) Rating on E Notes


I T A L Y

FIBERCOP SPA: Moody's Affirms Ba1 CFR & Alters Outlook to Negative
FIBERCOP SPA: S&P Affirms 'BB+' ICR, Outlook Negative
FIBERCORP SPA: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable


L U X E M B O U R G

CPI PROPERTY: Moody's to Rate New Jr. Subordinated Notes 'Ba3'
ORION SA: Moody's Affirms 'Ba2' CFR & Alters Outlook to Negative


N O R W A Y

AXACTOR ASA: Moody's Affirms 'B3' CFR, Outlook Remains Negative


S E R B I A

MARERA INVESTMENT: S&P Affirms CCC+ ICR & Alters Outlook to Stable


U N I T E D   K I N G D O M

EDWARD MEEKS: Marshall Peters Named as Administrators
GB-BIO LIMITED: RSM UK Named as Administrators
JAGUAR LAND: Moody's Upgrades CFR to Ba1, Outlook Positive
JANS FINANCE LTD: Keenan Corporate Named as Administrators
MARYFIELD LIMITED: PKF Littlejohn Named as Administrators

PAVILION HP13: Forvis Mazars Named as Administrators
PETROFAC LIMITED: Fitch Affirms 'RD' LongTerm Issuer Default Rating
WORKINGTON ENGINEERING: Leonard Curtis Named as Administrators
ZTZ PROPERTY: Grant Thornton Named as Administrators

                           - - - - -


=============
A R M E N I A
=============

AMERIABANK CJSC: Moody's Affirms 'Ba3' Bank Deposit Ratings
-----------------------------------------------------------
Moody's Ratings has affirmed Ameriabank CJSC's (Ameriabank) Ba3
long-term local and foreign currency bank deposit ratings and
maintained the stable outlook on these ratings. Concurrently,
Moody's affirmed the bank's ba3 Baseline Credit Assessment (BCA)
and Adjusted BCA, Not Prime (NP) short-term local and foreign
currency bank deposit ratings, the bank's Ba2/NP long-term and
short-term local and foreign currency Counterparty Risk Ratings
(CRRs) and the Ba2(cr)/NP(cr) long-term and short-term Counterparty
Risk Assessments (CR Assessments).

RATINGS RATIONALE

The affirmation of Ameriabank's BCA and Adjusted BCA at ba3
reflects the bank's robust asset quality and capital buffer, and
its strong loss absorption capacity in general. The bank's BCA is
constrained by its high reliance on capital markets and the
elevated dollarisation of its balance sheet.

Ameriabank posted a net profit of AMD60.0 billion in 2024, which
translates into a strong return on tangible assets of 3.2% compared
with 3.3% in 2023. Such profitability was driven by the
high-interest rate environment, which widened the net interest
margin (NIM) to 6.1% in 2024 from 5.8% in the previous year; and
favorable economic conditions, which resulted in just 0.2% of
credit costs. Moody's expects that the bank to preserve its strong
profitability despite expected normalisation of trading gains in
the next 12-18 months.

Ameriabank's problem loans (PLs; defined as Stage 3 lending)
decreased to 1.5% of gross loans as of Q1 2025 from 3.2% as of
year-end 2021 amid rapid economic growth. The reported proportion
of loan loss reserves to problem loans decreased to 63% as of Q1
2025 from 83% peak as of year-end 2023. Moody's expects that
Ameriabank will maintain strong control over its asset quality amid
ongoing economic growth in Armenia, with a PL ratio falling within
2%-3% range over the next 12-18 months.

Ameriabank's capital buffer has materially strengthened over the
recent years amid strong profitability, with a Tangible Common
Equity (TCE) to Risk Weighted Assets (RWA) ratio of 14.3% as of Q1
2025 up from 11.5% as of year-end 2021. Moody's expects that
TCE/RWA ratio to remain broadly flat in the next 12-18 months.

The bank's reliance on market funding increased to 22% of tangible
banking assets as of Q1 2025 from 16% at the end of 2023 amid rapid
loan book growth last year. The bank continues to maintain a
healthy liquidity cushion with liquid assets exceeding 26% of total
assets as of Q1 2025. The bank's liquidity is supported by a
well-diversified and granulated customer base coupled with strong
local banking franchise.

Ameriabank's long-term deposit ratings of Ba3 are based on the
bank's BCA of ba3 and Moody's assessments of a high probability of
government support for the bank in the event of need, reflecting
its systemic importance as one of the largest banks in Armenia.
However, this support does not provide any rating uplift to
Ameriabank's long-term deposit ratings because Armenia's Ba3
long-term issuer ratings are at the same level as the bank's BCA.

The outlook on Ameriabank's long-term deposit ratings is stable,
reflecting Moody's views that the bank will maintain its sound
fundamentals over the next 12-18 months, and is in line with the
stable outlook on Armenia.

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

The ratings of Ameriabank have limited upward potential for the
next 12-18 months, given that they are constrained by the sovereign
rating. Therefore, the ratings upgrade would require both a
strengthening of the bank's standalone fundamentals and an
improvement in the sovereign's creditworthiness.

Ameriabank's BCA and deposit ratings could be downgraded or the
outlook on the long-term deposit ratings could be changed to
negative if the bank's solvency or liquidity were to deteriorate
materially or in case of a remarkable deterioration of the
operating environment. A downgrade of Armenia's issuer rating could
constrain Ameriabank's deposit ratings which is not currently
expected.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks published
in November 2024.

The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.


ARDSHINBANK CJSC: Moody's Affirms 'Ba3' LongTerm Deposit Ratings
----------------------------------------------------------------
Moody's Ratings has affirmed Ardshinbank CJSC's (Ardshinbank) Ba3
long-term local and foreign currency bank deposit ratings and
maintained stable outlook on these ratings. Concurrently, Moody's
affirmed the bank's ba3 Baseline Credit Assessment (BCA) and
Adjusted BCA, Not Prime (NP) short-term local and foreign currency
bank deposit ratings, the bank's Ba2/NP long-term and short-term
local and foreign currency Counterparty Risk Ratings (CRRs) and the
Ba2(cr)/NP(cr) long-term and short-term Counterparty Risk
Assessments (CR Assessments).

RATINGS RATIONALE

The affirmation of Ardshinbank's BCA and Adjusted BCA at ba3
reflects its strong customer franchise, strong profitability, solid
capital adequacy and ample liquidity. The BCA also factors in the
bank's high level of foreign-currency loans, and its significant
reliance on wholesale funding and demand deposits.

In 2024, Ardshinbank reported exceptionally strong profitability,
as reflected in a very high return on tangible assets of 4.9%. The
bank's robust performance has been supported by strong
pre-provision income, higher foreign exchange gains and lower
credit costs. Moody's expects the bank's return on tangible assets
to gradually decline in the next 12-18 months, but remain stronger
than its historical average.

Ardshinbank's ratio of problem loans (PLs; defined as Stage 3
lending) to gross loans decreased to 2.8% in 2024 from 5.3% at
year-end 2023. Meanwhile, the coverage of problem loans by loan
loss reserves decreased to 47% as of year-end 2024 from 69% at
year-end 2023. Moody's expects the bank's asset quality to remain
stable amid ongoing economic growth in Armenia with PL to not
exceed 3-4% of its gross loans in the next 12-18 months.

Ardshinbank's capital buffer has materially strengthened over the
recent years amid very strong profitability, with a Tangible Common
Equity (TCE) to Risk Weighted Assets (RWA) ratio of 23.9% as of
year-end 2024 up from 13.7% as of year-end 2021. Moody's expects
the bank's capital position to remain broadly stable in the next
12-18 months, supported by strong internal capital generation.

The bank's reliance on market funding declined to 20% of tangible
banking assets as of year-end 2024 from 48% at the end of 2021 amid
strong inflow of customer accounts. The bank continues to maintain
a healthy liquidity cushion with liquid assets at around 50% of
total assets as of year-end 2024.

Ardshinbank's long-term deposit ratings of Ba3 are based on the
bank's BCA of ba3 and Moody's assessments of a high probability of
government support for the bank in the event of need, reflecting
its systemic importance as one of the largest banks in Armenia.
However, this support does not provide any rating uplift to
Ardshinbank's long-term deposit ratings because Armenia's Ba3
long-term issuer ratings are at the same level as the bank's BCA.

The outlook on Ardshinbank's long-term deposit ratings is stable,
reflecting Moody's views that the bank will maintain its sound
fundamentals over the next 12-18 months, and is in line with the
stable outlook on Armenia.

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

The ratings of Ardshinbank have limited upward potential for the
next 12-18 months, given that they are constrained by the sovereign
rating. Therefore, the ratings upgrade would require both a
strengthening of the bank's standalone fundamentals and an
improvement in the sovereign's creditworthiness.

Ardshinbank's BCA and deposit ratings could be downgraded or the
outlook on the long-term deposit ratings could be changed to
negative if the bank's solvency or liquidity were to deteriorate
materially or in case of a significant deterioration of the
operating environment. A downgrade of Armenia's issuer rating could
constrain Ardshinbank's deposit ratings which is not currently
expected.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks published
in November 2024.

Ardshinbank's "Assigned BCA" score of ba3 is set two notches below
the "Financial Profile" initial score of ba1, to reflect the
issuer's expected rapid expansion, unseasoned credit risk and high
dollarisation in the loan portfolio, as well as volatile nature of
its customer deposits.  


ARMECONOMBANK: Moody's Affirms B1 Deposit Ratings, Outlook Stable
-----------------------------------------------------------------
Moody's Ratings has affirmed Armeconombank (Armenian Economy Devt
Bank)'s (AEB) B1 long-term local and foreign currency bank deposit
ratings and maintained the stable outlook on these ratings.
Concurrently, Moody's affirmed the bank's b1 Baseline Credit
Assessment (BCA) and Adjusted BCA, Not Prime (NP) short-term local
and foreign currency bank deposit ratings, the bank's Ba3/NP
long-term and short-term local and foreign currency Counterparty
Risk Ratings (CRRs) and the Ba3(cr)/NP(cr) long-term and short-term
Counterparty Risk Assessments (CR Assessments).

RATINGS RATIONALE

The affirmation of the bank's BCA and Adjusted BCA at b1 and its B1
long-term deposit ratings reflects a track record of conservative
underwriting standards resulting in a low level of problem loans
(PLs; defined as Stage 3 lending) and credit losses through the
cycle, and stable profitability despite exposure to small and
medium-sized enterprises (SME) loans and consumer lending. At the
same time, the bank's credit quality is constrained by sizable
exposure to foreign-currency loans, moderate capital buffers and a
high reliance on market funding to finance its balance-sheet
growth. Moody's expects that AEB's credit profile will remain
broadly unchanged in the next 12-18 months.

Asset quality remains one of AEB's key credit strengths compared to
local peers. Although its loan book is highly exposed to SME and
unsecured retail lending, which together account for around 60% of
gross loans, it has consistently reported low problem loans of
around 1% of gross loans over the last four years. As of year-end
2024, PLs accounted for only 0.4% of gross loans.

The bank's standalone credit profile remains constrained by its
moderate compared to local and regional peers' capital position
with a Tangible Common Equity (TCE) to Risk Weighted Assets (RWA)
ratio at 12.6% as of year-end 2024 due to modest internal capital
generation.

In 2024, the bank's net income amounted to AMD11.1 billion, which
translated into a return on tangible assets of 2.1%, well above its
five-year average return of 1.0% for 2019-23. The bank's
profitability was supported by release of provisioning charges at
AMD2.2 billion as well as net interest margin (NIM) increase to
3.7% in 2024 from 3.5% in 2023.

In recent years, AEB has materially increased its reliance on
market funds to support its balance sheet growth. As of year-end
2024, market funding accounted for 47% of the bank's tangible
assets. While the bank's wholesale funding is high, it is
diversified among interbank loans and deposits, long-term funding
from international financial institutions, loans from the Central
Bank of Armenia to finance various government projects and
initiatives, and repurchase agreements.

AEB's long-term deposit ratings of B1 are based on the bank's BCA
of b1 and do not incorporate any government support, given that it
is a privately owned bank with a deposit market share of around
3%.

The outlook on AEB's long-term deposit ratings is stable,
reflecting Moody's expectation that the bank's standalone credit
quality will remain broadly the same in the next 12-18 months.

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

AEB's BCA and the long-term deposit ratings could be upgraded if
the bank significantly strengthens its capital adequacy, remarkably
reduces its reliance on market funding, and maintains solid asset
quality and profitability.

AEB's BCA and the long-term bank deposit ratings could be
downgraded, or the outlook on these ratings could be changed to
negative, if the bank's liquidity, capital adequacy or asset
quality significantly deteriorate.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks published
in November 2024.

The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.


INECOBANK CJSC: Moody's Affirms Ba3 Deposit Rating, Outlook Stable
------------------------------------------------------------------
Moody's Ratings has affirmed Inecobank CJSC's (Inecobank) Ba3
long-term local and foreign currency bank deposit ratings and
maintained a stable outlook on these ratings. Concurrently, Moody's
affirmed the bank's ba3 Baseline Credit Assessment (BCA) and
Adjusted BCA, Not Prime (NP) short-term local and foreign currency
bank deposit ratings, the bank's Ba2/NP long-term and short-term
local and foreign currency Counterparty Risk Ratings (CRRs) and the
Ba2(cr)/NP(cr) long-term and short-term Counterparty Risk
Assessments (CR Assessments).

RATINGS RATIONALE

The affirmation of Inecobank's BCA and Adjusted BCA at ba3 reflects
strong asset quality, robust capital buffers and strong
profitability. The BCA is however constrained by a large, although
reducing, share of foreign-currency exposures on both sides of the
balance sheet.

Inecobank's asset quality has significantly improved since 2022 and
Moody's expects it to remain broadly stable in the next 12-18
months with the share of problem loans (PLs; defined as Stage 3
lending) not exceeding 3% of gross loans, supported by the
currently favorable operating and economic conditions. At the end
of 2024 the bank reported PLs at 1.2% of gross loans compared to 3%
at the end of 2021.

In 2024, Inecobank reported net income of AMD29.2 billion, up from
AMD26.4 billion in the year-earlier period, which translated into
an annualised return on tangible assets of 3.8% (4.5% in 2023).
Moody's expects the bank's return on tangible assets to gradually
normalise at the lower levels in the next 12-18 months but remain
stronger than its historical average.

As of year-end 2024, the bank's Tangible Common Equity (TCE) to
Risk Weighted Assets (RWA) ratio declined slightly to 12.7% from
14.4% a year before driven by both 31% RWA growth and significant
dividend distributions. Moody's expects the bank will preserve its
strong capital buffers in the next 12-18 months, providing it with
a robust loss-absorption capacity in case of unexpected credit
losses.

Inecobank has a diversified funding base, supported by its good
customer reach and long-standing partnerships with international
financial institutions. As of year-end 2024, customer deposits
accounted for 77% of the bank's non-equity funding, which ensured a
robust funding base. The bank's liquidity position is ample as
indicated by its stock of liquid assets at 35% of tangible assets
at the end of 2024.

Inecobank's long-term deposit ratings of Ba3 are based on the
bank's BCA of ba3 and Moody's assessments of a moderate probability
of government support in the event of need, reflecting its
significant market shares. However, this support does not provide
any rating uplift to Inecobank's long-term deposit ratings because
Armenia's Ba3 long-term issuer ratings are at the same level as the
bank's BCA.

The outlook on Inecobank's long-term deposit ratings is stable,
reflecting Moody's views that the bank will maintain its sound
fundamentals over the next 12-18 months, and is in line with the
stable outlook on Armenia.

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

The ratings of Inecobank have limited upward potential for the next
12-18 months, given that they are constrained by the sovereign
rating. Therefore, the ratings upgrade would require both a
strengthening of the bank's standalone fundamentals and an
improvement in the sovereign's creditworthiness.

Inecobank's BCA and deposit ratings could be downgraded or the
outlook on the long-term deposit ratings could be changed to
negative if the bank's solvency or liquidity were to deteriorate
materially or in case of a remarkable deterioration of the
operating environment. A downgrade of Armenia's issuer rating could
constrain Inecobank's deposit ratings which is not currently
expected.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks published
in November 2024.

The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.




=============
A U S T R I A
=============

FWU AUSTRIA: Fitch Affirms 'BB' Insurer Financial Strength
----------------------------------------------------------
Fitch Ratings has affirmed FWU Life Insurance Austria AG's (FWU
Austria) Insurer Financial Strength (IFS) Rating at 'BB' and
removed it from Rating Watch Evolving. The Outlook is Stable.

The rating actions reflect Fitch's expectation that the sale of FWU
Austria to a new owner with stronger credit quality is no longer
likely, as its owner FWU AG filed for insolvency in July 2024 and
no sales agreement involving FWU Austria has been completed. The
affirmation also reflects FWU Austria's progress towards reaching
operational independence from its parent and Fitch's expectation
that there will be no further material negative credit implications
from the insolvency proceedings at FWU AG and sister company FWU
Life Insurance Lux S.A.

FWU Austria's IFS Rating continues to reflect its weak company
profile and financial performance, in part offset by good
capitalisation. The Stable Outlook reflects its view that any
potential change in FWU Austria's ownership is unlikely to affect
its rating. It also reflects Fitch's expectations that the insurer
will continue to underwrite new business and reach full operational
independence from its parent.

Key Rating Drivers

Weak Company Profile: Its assessment of FWU Austria's company
profile is driven by its small operating scale and weak competitive
positioning. FWU Austria relaunched new business in November 2024
and has progressively obtained operational independence from its
owner. However, lapse rates remain high and new business sales
could be hampered by reputational risk related to the FWU brand
following its parent's insolvency proceeding and the withdrawal of
FWU Life Insurance Lux S.A.'s insurance license.

Weak Profitability: Fitch assesses FWU Austria's financial
performance as weak. Fitch expects the insurer to be loss making in
2025. In 2024, FWU Austria incurred increased expenses driven by
its operational de-linkage from FWU AG, as well as the
decommissioning of services previously provided by its owner and
setting up a new operational infrastructure. FWU Austria also
booked a EUR5 million reserve to sustain potential losses from the
unfolding of insolvency proceedings at FWU AG. This resulted in a
net loss of EUR6.4 million in 2024, and Fitch expects a further net
loss for 2025, although much lower than 2024.

Good Capitalisation: FWU Austria's Solvency II ratio was 197% at
end-2024, down from 271% at end-2023, following the net loss in
2024. Fitch believes its capital position is supportive of its
rating notwithstanding its very small equity base.

Potential Sale Neutral to Rating: Fitch expects FWU Austria's
credit quality to be unaffected by its potential sale to a new
owner. Downside risks persist from increased expenses and ongoing
reputational risks.

RATING SENSITIVITIES

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

- A weaker company profile for example, due to reputational risk
linked to the FWU brand or increased lapse rate leading to a
decline in operating scale and lower profitability.

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

- A stronger company profile, as measured by sustained new business
growth and a reduction in the lapse rate, combined with higher
profitability.

ESG Considerations

FWU Austria has an ESG Relevance Score of '4' for Governance
Structure due to the insolvency proceedings at its ultimate owner
FWU AG, which has a negative impact on the credit profile, and is
relevant to the rating[s] in conjunction with other factors.

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

   Entity/Debt             Rating          Prior
   -----------             ------          -----
FWU Life Insurance
Austria AG           LT IFS BB  Affirmed   BB




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

EMERIA SASU: Fitch Alters Outlook on 'B-' LongTerm IDR to Negative
------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Emeria SASU's Long-Term
Issuer Default Rating (IDR) to Negative from Stable and affirmed
the IDR at 'B-'. Fitch has also affirmed Emeria's senior secured
debt rating at 'B' with a Recovery Rating of 'RR3'.

The Negative Outlook reflects Emeria's high leverage, which
continues to exceed the negative rating sensitivity for the 'B-'
IDR. Fitch expects that an improvement in EBITDA and a more
conservative approach to acquisitions, should result in lower
leverage. Market indicators for 4Q24 and 1Q25 show some
improvements, aided by a more conducive interest rate environment.
Management's leverage reduction is slower than Fitch previously
forecasts, which increases the group's refinancing risk in 2027 and
2028.

The ratings are supported by the recurring nature of most of
Emeria's residential real estate services (RRES), stable reported
profit margins and management's stated commitment to reduce
leverage.

Key Rating Drivers

Persistently High Leverage: Emeria's EBITDA gross leverage
decreased to 13.8x at end-2024 (2023: 15.5x) helped by the EUR24
million year on year reduction in integration expenses which Fitch
deducts from EBITDA. This is still materially above the negative
rating sensitivity of 8.5x. Fitch forecasts leverage will decrease
to 10.8x at end-2025 (end-2027: 7.9x) due to substantial EBITDA
improvement during 2025-2027 from lower M&A-related integration
expenses, realisation of efficiency gains, and improved
profitability of the brokerage divisions as well as recently
restructured operations in Switzerland and Germany.

Slower than expected leverage reduction increases refinancing risk
for Emeria's revolving credit facility (RCF), which matures in
September 2027, and its senior secured debt maturing in March
2028.

Low Interest Coverage Ratio: Fitch expects the interest coverage
ratio to improve to 1.6x in 2025, from a low 1.2x in 2024. This is
contingent on EBITDA growth and the cost of debt decreasing due to
further cuts in policy rates. Lower market rates will help offset
the expiry of the 1% EURIBOR cap at end-2024, which hedged EUR1.2
billion of Emeria's floating-rate debt. The interest coverage ratio
could exceed 2.0x from 2027.

Increased Reported Leverage: Emeria's pro-forma senior secured net
debt to company-adjusted EBITDA ratio increased to 7.2x at end-1Q25
(end-1Q24: 6.7x). Management says this reflected the continued weak
economic environment, intra-year working capital requirements and
higher expenses related to the restructuring of operations in
Germany and Switzerland.

EBITDA Improvement Execution Risk: The company reported EUR17
million of efficiency gains in 2024 due to a new organisational
structure supported by a proprietary resource planning system and
targets an additional EUR30 million reported EBITDA gains in 2025.
The 2024 efficiency gains were offset by weak performance in
Switzerland and Germany. A recovery in Emeria's French brokerage
division and restructured operations in Germany and Swizerland are
conditional on an improvement in market conditions, including the
interest rate environment.

Residential Brokerage to Stabilise: Emeria's brokerage revenues
decreased by 10% to EUR171 million in 2024. Market conditions
started to improve in 2H24, with 17% year-on-year volume growth in
4Q24 (-1.6% in 2024). Dwelling prices and transaction volumes in
France started to stabilise in 4Q24 after about two years of
decline. Mortgage loan production has continued upwards. These
should help Emeria's residential brokerage recover in 2025.

Slower Acquisition-driven Growth: M&A activity slowed in 2024 as
Emeria completed 37 bolt-on acquisitions (2023: 54, including
larger targets). This was reflected in lower integration costs. In
1Q25, Emeria completed four acquisitions (1Q24: 13), including
Quares in Belgium, which were financed with EUR35 million net
proceeds from the Seiitra disposal. Subject to asset disposals or
equity contribution from the sponsors Fitch expects low 2025 M&A
activity as Emeria's funding sources for acquisitions are limited.

UK-Driven Revenue Growth: Revenue rises of 5% (EUR75 million) in
2024 were due to the Chestertons acquisition, which contributed to
a 58% (EUR95 million) expansion in Emeria's UK business and a 17%
(EUR9 million) improvement in Benelux. Revenue in France was stable
as increases in RRES (2%; EUR13 million) were offset by a drop in
residential brokerage. Revenue in Switzerland and Germany declined
by 17% (EUR12 million) and 31% (EUR15 million), respectively.

Stable RRES Business: About 77% of Emeria's revenue (RRES in France
and abroad) is recurring and largely independent of the economic
cycle, which contributes to the stability and visibility of its
financial profile. However, a decrease in residential property
transactions resulted in reduced higher margin transfer fees while
income from letting-related services was also down.

Concentration on France: France remains Emeria's key market at 73%
of 2024 revenue. At end-2024, the company managed almost 1.8
million units in the joint property management and 400,000 units in
the lease management segment. This is more than the share held by
the main competitors, Citya Immobilier S.A. or Bridgepoint-owned
Evoriel. In the UK, Emeria managed 384,000 dwellings.

Regulatory Risk: The RRES business in France operates within
various regulatory frameworks. Any changes in regulations, intended
to protect smaller market participants like private landlords,
tenants or apartment buyers, could adversely affect the profit
margins of residential property-servicing companies. The increased
regulatory obligations also limit competition as smaller companies
lack the scale to cope with the regulatory burden while remaining
profitable.

Peer Analysis

Emeria's peer analysis is more a function of the characteristics of
a broad peer group than specific companies. Fitch used peers from
its business services market portfolio. Their key characteristics
include: (i) generally strong recurring revenue streams or stable
customer base; (ii) focus on a single geographical market; (iii)
defensible market positions and reputational value; (iv) exposure
to regulatory risk; (v) growth strategy dependent on bolt-on
acquisitions; and (vi) high, but sustainable, leverage supported by
moderate cash flow.

Emeria commands higher margins and has a strong competitive
position. However, its free cash flow (FCF, pre-M&A) generation is
weaker than in 2019-2021 and high EBITDA leverage combined with the
uncertain deleveraging path increases refinancing risk.

Key Assumptions

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

- Group revenue totaling CAGR of 5% between 2024 and 2028,
supported by M&A.

- RRES division in France increasing in size organically by over 2%
a year until 2028.

- Revenue and EBITDA arising from acquisitions made in 2025 and the
following years are annualized.

- Fitch deducts EUR15 million of integration costs related to
acquisitions in 2025 from EBITDA and about EUR13 million annually
in 2026-2028.

- About EUR190 million spent on acquisitions during 2025 to 2027 at
a Fitch-assumed 5x EBITDA multiple, 25% EBITDA margin, and financed
from FCF.

Recovery Analysis

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

Fitch has estimated a going concern EBITDA for Emeria of EUR315
million including the full-year EBITDA contribution from
acquisitions completed during 2024 and no integration expenses. In
its view, a default would be the result of an impairment of the
core RRES business subsector leading to a diminished market
position, possibly as a result of regulatory changes.

Fitch applies an enterprise value multiple of 6.0x EBITDA to the
going concern EBITDA to calculate a post-reorganisation EV. The
multiple is explained by: (i) low customer churn; (ii) stable
demand for Emeria's services; and (iii) highly recurring revenue.
This is the same as its previous recovery analysis.

Fitch has included EUR24 million of super-senior loans at the
operating companies' level. Fitch assumes the senior secured EUR438
million RCF would be fully drawn upon default. The remaining pari
passu senior secured instruments include a drawn EUR5 million
uncommitted overdraft, and EUR2,863 million of term loan B and
senior secured notes. Junior debt includes EUR250 million senior
unsecured notes.

After deducting 10% for administrative claims, its principal
waterfall analysis generated a ranked recovery for the all-senior
secured capital structure of 'RR3' and 'RR6' for the senior
unsecured notes. The estimated waterfall generated recovery
computations are 51% and 0%, respectively.

RATING SENSITIVITIES

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

- EBITDA leverage above 8.5x on a sustained basis

- EBITDA interest cover sustainably below 1.5x

- Negative FCF (pre-M&A) on a sustained basis

- Deteriorating liquidity (including lack of headroom under the
RCF) ahead of 2027 and 2028's refinancing risk

- Regulatory changes adversely affecting revenue or margins

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

- EBITDA leverage below 7.0x on a sustained basis

- EBITDA interest cover sustainably above 2.5x

Fitch could revise the Outlook to Stable on positive FCF (pre-M&A)
by end-2025 and delivery of efficiency/cost-saving programmes

Liquidity and Debt Structure

At end-1Q25, the group had EUR13.4 million of cash net of a
short-term overdraft and EUR65.8 million available under its EUR438
million RCF and overdraft at end-1Q25. In 1Q25, liquidity was
supplemented by EUR35 million of net proceeds from the disposal of
Seiitra, partly used to finance bolt-on acquisitions. Fitch
considers Emeria's liquidity as sufficient to cover intra-year
working capital swings, interest and rent expenses as well as
maintenance capex. Nevertheless, there is a limited buffer in case
of additional financial stress.

The group's debt (except for the RCF, which matures in September
2027) matures no earlier than March 2028 with no amortising
tranches.

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
   -----------            ------         --------   -----
Emeria SASU         LT IDR B-   Affirmed            B-

   senior
   unsecured        LT     CCC  Affirmed   RR6      CCC

   senior secured   LT     B    Affirmed   RR3      B

Flamingo
Lux II SCA

   senior
   unsecured        LT     CCC  Affirmed   RR6      CCC




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

PRESTIGEBIDCO GMBH: S&P Affirms 'B+' ICR on Expected Deleveraging
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
off-price fashion platform PrestigeBidCo GmbH and its 'B+' issue
rating, with a '3' recovery rating (65% recovery prospects), on the
EUR600 million senior secured floating-rate notes due 2029.

The stable outlook reflects S&P's view that Prestige will restore
headroom under the rating and consistently reduce leverage, while
generating considerable FOCF after leases at EUR50 million-EUR55
million in 2025.

S&P said, "We affirmed our 'B+' rating on PrestigeBidCo GmbH, as we
expect the group to materially reduce its leverage, with the S&P
Global Ratings-adjusted debt to EBITDA ratio decreasing to 4.6x in
2025. In our view, the spike in leverage of 5.3x in 2024 is
transitional, as Prestige encountered higher one-off costs of about
EUR46 million for the ramp-up of the new Polish logistics site and
for the implementation of internal IT systems. We acknowledge these
exceptional costs coincided with higher structural debt as the
group set up the EUR250 million dividend recapitalization in 2024.
Our affirmation reflects the group's resilient business model and
its proved ability to expand even amid a weak consumer sentiment
environment both in its domestic German market and internationally,
leading to ongoing expected growth as well as solid FOCF generation
capability in excess of EUR50 million from 2025, up from EUR3
million in 2024.

"We expect S&P Global Ratings-adjusted debt of EUR919 million in
2025 up from EUR598 million in 2023, following its dividend recap.
In 2024, Prestige refinanced its previous EUR400 million senior
secured notes (SSN) due in 2027, with new SSN of EUR550 million due
in 2029, followed by an add-on in the first quarter of 2025. Hence,
the total volume of the senior secured notes due in 2029 is EUR600
million. The increased amount of SSN financed part of the EUR250
million dividend paid to shareholders in first-quarter 2025. The
rest was paid with cash generated from the business. The add-on was
for working capital purposes, as Prestige purchases inventory on an
opportunistic basis and expanded in the luxury segment, which
requires higher working capital investments. Furthermore, our S&P
Global Ratings-adjusted debt includes slightly below EUR200 million
in lease liabilities, which we expect to remain largely stable over
the next three years, as the group has sufficient capacity in its
new logistics facility in Poland to support its continued growth.
In line with our methodology, our adjusted debt does not net the
group's EUR410 million available cash at the end of 2024 due to the
group's ownership by a private equity firm.

"We anticipate continued revenue growth, reaching EUR1.6 billion in
2025, up 12% year-on-year. This growth is expected to be driven by
Prestige's ongoing penetration in the international segment, but
also by the continued expansion in the German home market, where
the group is market leader in the premium and luxury off-price
segment. During the past two years, the group has shown that its
resilient business model enables it to expand, even amid a weak
consumer sentiment environment, as its customers seek discounts on
their favorite brands, while having sufficient above-average income
to shop at BESTSECRET, even in a stagnating economy. The
international segment is expected to be as big as the German
segment in 2025. However, we note that the international segment
still has a strong, but decreasing, German-speaking share from
Austria and Switzerland. Over 2026-2027, we expect the group to
continue to post 12%-13% revenue growth driven by the group's
expansion into new markets, particularly in Central and Eastern
Europe, Benelux, Nordics, and Southern Europe. We see some
execution risk related to the group's most recent markets, such as
Italy and France, as it will need to adjust its product offering to
local preferences as well as incur customer acquisition costs.

"We view the lower S&P Global Ratings-adjusted EBITDA margin of
11.5% in 2024 as transitional (2023: 11.8%). The one-off costs
related to implementing the new SAP ERP system and the ramp-up of
the new fulfilment facility in Poland lowered Prestige 's
profitability in 2024. Nevertheless, we anticipate the group's
profitability to fully normalize in the second half of 2025, driven
by higher utilization of the new fulfilment centre in Poland and
lower one-off costs for IT. We anticipate profitability in first
half 2025 to be hit by the destocking of the higher inventory,
which was a result of the SAP implementation. In the first quarter
(Q1) 2025, we observed top-line growth of 6.8% and an S&P Global
Ratings-adjusted EBITDA margin of 8%, down from 10.7% in Q1 2024.
Additionally, the increasing share of luxury sales, which is still
comparably small, is expected to be margin-accretive going forward,
as higher costs of goods sold for luxury items are outweighed by
proportionally lower fulfilment and overhead costs.

"Our forecast includes FOCF after leases of EUR53 million in 2025,
increasing toward EUR100 million annually for 2026 and 2027. We
project increasing FOCF generation on the back of revenue growth
and modest margin expansion, and a more normalized level of capex
of 4% of sales. We acknowledge that Prestige's capex peaked in
2023-2024--at about 5.0%-5.5% of revenue or EUR65 million-EUR75
million per year--with the completion of the facility in Poland and
the ERP implementation. Furthermore, our base case includes some
working capital outflow in 2025 due to EUR15 million, however, we
expect a neutral development going forward. We acknowledge that
some working capital volatility could arise if the group were to
support opportunistic inventory purchases to fund its future
growth.

"We view Prestige's liquidity as adequate, with a maturity in 2029
on its EUR600 million SSNs. The group has sufficient cash of about
EUR103.3 million on March 31, 2025, and EUR109 million available
under its revolving credit facility (RCF). Prestige's cash position
should increase as we forecast FOCF after leases to be structurally
and materially positive over the coming years.

"The stable outlook reflects our view that Prestige will restore
headroom under the rating and consistently deleverage, approaching
adjusted debt to EBITDA to 4.5x by 2025 while generating
considerable annual FOCF after leases of about EUR50 million. The
group will continue to expand significantly over the next three
years, underpinned by its well-established online business with
above-industry average growth prospects."

S&P could lower the rating over the next 12 months if Prestige
failed to successfully execute its growth strategy or if S&P
observed higher-than-expected investments to fund the growth
leading to:

-- S&P Global Ratings-adjusted debt to EBITDA remains above 5.0x
for a prolonged period, or

-- FOCF after all lease payments is materially lower than we
currently expect.

Additional rating pressure could also arise if Prestige's
shareholder private equity sponsor Permira pursues a more
aggressive financial policy than currently anticipated.

S&P is unlikely to take a positive rating action over the next 12
months, given Prestige's low headroom and the already substantial
expansion in earnings that S&P has incorporated into its base
case.

However, S&P could consider an upgrade if the group:

-- Reduced leverage faster than S&P currently anticipates,
supported by a clear commitment from management and shareholders to
align the financial policy to the lower leverage and ensure
adequate liquidity; and

-- The group expanded its scale of operations and improving its
profitability margin above the levels that S&P currently
anticipates, while generating strong FOCF after all leases.




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

OPTIMA BANK: Moody's Assigns First Time 'Ba1' Deposit Ratings
-------------------------------------------------------------
Moody's Ratings has assigned first time Ba1/NP long-and-short-term
deposit ratings to Optima Bank S.A. (Optima Bank), a
long-term-and-short-term issuer ratings of Ba2 and NP,
long-and-short-term counterparty risk assessment of
Baa3(cr)/P-3(cr), and long-and-short-term counterparty risk ratings
of Baa3/P-3, as well as a Baseline Credit Assessment (BCA) and
Adjusted BCA of ba3. The outlook on Optima Bank's long-term deposit
and issuer ratings is stable.

The bank was launched in 2019 following the acquisition of
Investment Bank of Greece by Ireon Investments Ltd, a 100%
subsidiary of Motor OIL (Hellas) Corinth Refineries S.A.(Motor
Oil). The bank has a network of 29 branches throughout Greece
catering mainly for the small and medium enterprises (SMEs) and
employed 575 full time employees with consolidated total assets of
around EUR5.7 billion as of March 2025. Optima Bank is listed on
the Athens Stock Exchange since October 2023.

RATING(S) RATIONALE

BASELINE CREDIT ASSESMENT

Optima Bank's BCA of ba3 reflects the bank's strong financial
performance and clean balance sheet, although on the back of
limited track record, rapid loan growth with relatively unseasoned
loan book and not as granular deposit base.

The bank's asset quality is stronger than domestic peers, with its
reported nonperforming exposures (NPEs) ratio at only 0.9% in March
2025 being significantly lower than the average for the Greek
systemic banks of around 3%, combined with a provisioning coverage
of approximately 141% (including general provisions). However, its
rapid loan growth in recent years in the more risky small and
medium enterprises (SME) segment could lead to asset quality
challenges as the portfolio matures and may mask the bank's true
asset quality. That said Moody's take comfort from Moody's
expectations that loan growth will likely moderate going forward
based on its business plan.

Optima Bank's BCA takes into account its robust profitability with
reported a net profit of EUR39 million in the first quarter of
2025, an increase of 19% year-on-year, resulting in an annualized
return on average assets (RoAA) of around 2.8% and a return on
tangible equity (RoTE) of 24.8%. These profitability metrics
combined with a net interest margin of 3.5% and a cost-to-core
income ratio of only 26.3% as of March 2025, are by far the
strongest among all rated banks in Greece. Looking ahead, Moody's
expects the bank's core pre-provision income (PPI) to continue to
be supported by strong loan growth, in addition to fee and
commission income that the bank generates mainly through its asset
management offering. Nonetheless, its profitability metrics are
likely to moderate over the medium-to-long term, as the bank
becomes larger and its growth rates reduce combined with increasing
investments in digitalisation.

Optima Bank's BCA also reflects its relatively stretched regulatory
capital metrics, with its common equity Tier 1 (CET1) ratio at
13.4% in March 2025. This ratio has been on a declining trend since
December 2023 (17.7%) due to the rapid increase in risk-weighted
assets, reflecting challenge of generating sufficient organic
capital to support loan growth. The bank's total capital ratio is
currently in line with its CET1 ratio, as the bank has no capital
instruments outstanding, and is currently operating below its
overall capital requirement of 14.1% for 2025. Moody's understands
that the bank is in the process of raising Tier 2 debt in order to
optimize its capital structure and meet its capital requirements
with a comfortable margin. Moody's also notes that the quality of
Optima Bank's capital is free from any deferred tax credits (DTCs),
which is a legacy issue that weighs on the credit profile of its
larger local peers.

Optima Bank funds its lending primarily through more confident
sensitive wholesale customer deposits, with a gross
loans-to-customer deposits ratio of around 82% as of March 2025.
The bank has no reliance on market funding, although it exhibits
some deposit concentration risk, with its top 20 deposits
representing around 20% of total deposits at the end of 2024.
Retail deposits from individuals represented only around 42% of
total customer deposits as of March 2025, while corporate wholesale
and SME deposits were around 39% with the balance from small
business banking clients, raising the bank's cost of deposits
relative to its larger local peers.

Optima Bank's liquidity coverage ratio (LCR) was a high 211% as of
March 2025, providing adequate liquidity to support its business
plan and expected credit growth as well as to protect against
potential deposit outflows. The bank's liquid assets were mainly in
the form of cash and cash equivalents as well as Greek and Italian
government bonds. Concurrently, the bank's net stable funding ratio
(NSFR) was at 126% in March 2025, indicating its comfortable
position and manageable refinancing risk.

ESG RISKS HAVE AN IMPACT ON THE BANK'S STANDALONE CREDIT PROFILE

The assigned ratings also incorporate Optima Bank's environmental,
social and governance (ESG) considerations, as per Moody's General
Principles for Assessing Environmental, Social and Governance Risks
methodology. In particular, corporate governance risks constrain
the rating. The bank's governance challenges mainly stem from its
rapid loan growth in the high-risk SME segment, which has yet to be
seasoned and tested through a full credit cycle in the Greek
economy. In addition, the bank's governance can also be affected by
the significant shareholding stake of Motor Oil group and the
potential influence it can exert on strategic decisions. These
risks are partly mitigated by the bank's commitment to maintaining
prudent underwriting credit criteria and moderating its loan growth
going forward.

LOSS GIVEN FAILURE ANALYSIS

The Ba1 long-term deposit rating of Optima Bank is positioned two
notches above the ba3 Baseline Credit Assessment assigned to the
bank, driven by Moody's Advanced Loss Given Failure (LGF) analysis
indicating low losses for depositors in a potential bank resolution
scenario. The bank's issuer rating (a proxy for its senior
preferred debt rating) is positioned at Ba2, one notch higher than
its BCA, suggesting higher losses for senior creditors compared to
depositors, in view of the relatively low loss-absorbing
subordinated buffer available on its balance sheet.

STABLE OUTLOOK

Optima Bank's stable outlook on the long-term deposit and issuer
ratings balances its strong underlying financial performance and
fundamentals, against potential downside risks stemming from the
seasoning of the loan book combined with some credit concentrations
and lower deposit granularity than its larger local peers.

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING(S)

Optima Bank's ratings could be downgraded in the event of a sharp
increase in its NPEs, without any significant improvement in its
deposit granularity, combined with potential capital pressure. Any
deterioration in the operating environment in Greece will also
exert downward pressure on the bank's ratings.

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING(S)

An upgrade on Optima Bank's ratings could be possible if it is able
to maintain strong earnings performance without any material
deterioration in its asset quality, combined with improved
diversification in its loans and deposits. In addition, a longer
track-record with proven strong fundamentals and financial
performance with a more normalized growth rate, could also exert
upward pressure on the bank's credit profile.

METHODOLOGY

Optima Bank's 'Assigned BCA' score of ba3 is set six notches below
the 'Financial Profile initial score' of a3 to reflect potential
downside risks stemming from the bank's rapid loan growth, capital
management challenges and relatively low deposit granularity, as
well as corporate governance related risks.




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

CARLYLE EURO 2025-AE: S&P Assigns Prelim. B-(sf) Rating on E Notes
------------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to the class
A-1A, A-1B, A-2, B, C, D, and E notes issued by Carlyle Euro CLO
2025-AE DAC. At closing, the issuer will also issue unrated
subordinated notes.

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will permanently switch to semiannual payments.

The portfolio's reinvestment period will end approximately 4.7
years after closing and the non-call period will end 1.5 years
after closing.

The preliminary ratings reflect S&P's assessment of:

-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor   2,902.58
  Default rate dispersion                                318.39
  Weighted-average life (years)                            4.79
  Obligor diversity measure                              133.88
  Industry diversity measure                              24.63
  Regional diversity measure                               1.20

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                            B
  'CCC' category rated assets (%)                          0.00
  Covenanted 'AAA' weighted-average recovery (%)          35.95
  Target weighted-average coupon (%)                       3.54
  Target weighted-average spread (%)                       3.87

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. At closing, we expect the portfolio to be well-diversified,
primarily comprising broadly syndicated speculative-grade senior
secured term loans and senior-secured bonds. Therefore, we have
conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.86%), the
covenanted weighted-average coupon (3.54%), and the identified
weighted-average recovery rate at each rating level calculated in
line with our CLO criteria. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

"Our credit and cash flow analysis show that the class A-2, B, C,
and D notes benefit from break-even default rate and scenario
default rate cushions that we would typically consider to be in
line with higher ratings than those assigned. However, as the CLO
is still in its reinvestment phase, during which the transaction's
credit risk profile could deteriorate, we have capped our
preliminary ratings on these classes of notes. The class A-1A,
A-1B, and E notes can withstand stresses commensurate with the
assigned ratings.

"Until the end of the reinvestment period on April 15, 2030, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating and compares that with the
default potential of the current portfolio plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.

"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk sufficiently
mitigated at the assigned preliminary rating levels.

"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.

"We expect the transaction's legal structure to be bankruptcy
remote, in line with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our preliminary
ratings are commensurate with the available credit enhancement for
the class A-1A to E notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-1A to D
notes based on four hypothetical scenarios.

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class E notes."

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average.

"For this transaction, the documents prohibit assets from being
related to certain activities. Accordingly, since the exclusion of
assets from these industries does not result in material
differences between the transaction and our ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities."

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds and will be managed by Carlyle CLO
Partners Manager LLC.

  Ratings

         Prelim  Prelim Amount                          Credit
  Class  Rating*   (mil. EUR)     Interest rate§   enhancement
(%)

  A-1A   AAA (sf)    244.00     Three-month EURIBOR     39.00
                                plus 1.34%

  A-1B   AAA (sf)      8.00     Three-month EURIBOR     37.00
                                plus 1.70%

  A-2    AA (sf)      38.70     Three-month EURIBOR     27.33
                                plus 2.00%

  B      A (sf)       25.20     Three-month EURIBOR     21.03
                                plus 2.40%

  C      BBB-(sf)     28.10     Three-month EURIBOR     14.00
                                plus 3.40%

  D      BB- (sf)     18.00     Three-month EURIBOR      9.50
                                plus 5.75%

  E      B- (sf)      12.00     Three-month EURIBOR      6.50
                                plus 8.35%

  Sub    NR           34.20     N/A                       N/A

The preliminary ratings assigned to the class A-1A, A-1B, and A-2
notes address timely interest and ultimate principal payments. The
preliminary ratings assigned to the class B, C, D, and E notes
address ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.




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

FIBERCOP SPA: Moody's Affirms Ba1 CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Ratings has affirmed the Ba1 corporate family rating,
Ba1-PD Probability of Default Rating and Ba1 rating on the senior
secured notes of FiberCop S.p.A. (FiberCop). The outlook has been
changed to negative from stable.

RATINGS RATIONALE

The outlook change to negative reflects Moody's expectations that
FiberCop's credit metrics will remain weak for the Ba1 rating over
the next 2–3 years, driven by an upward revision in expected
capital expenditure, which reflects the voluntary acceleration of
its fiber-to-the-home (FTTH) rollout in certain target areas and
additional value accretive investments. The revised plan will
result in higher-than-anticipated negative free cash flow and a
material increase in leverage until at least 2027. While the
company's EBITDA is expected to progressively improve due to
cost-saving initiatives and operational efficiencies,
Moody's-adjusted debt/EBITDA is forecast to peak at around 7.0x in
2025 and decline gradually toward 6.0x as capital spending
substantially decreases in 2028.

The affirmation of the Ba1 rating reflects Moody's views that
FiberCop will be able to successfully manage the expansion of its
FTTH network across Italy (Baa3 positive), thereby retaining its
position as the owner and operator of a significant and strategic
piece of national infrastructure. This should provide significant
reliable long-term cash flow, while allowing the company to manage
its financial profile in line with the requirements for the current
rating as it works through its peak investment phase. Nevertheless,
the negative outlook recognises that the size and ambition of the
plan introduce downside risks to achieving a financial profile
consistent with the Ba1 rating.

FiberCop fulfils an essential role as Italy's national digital
infrastructure provider, with a unique and extensive fixed-line
network spanning multiple technologies. The company benefits from a
unique market position in wholesale broadband access, with
approximately 71% market share in total access lines and a customer
base of 14.5 million lines as of year-end 2024. Its business model
is supported by long-term wholesale agreements with all major
telecom operators, including a Master Services Agreement with TIM
S.p.A. (TIM, Ba2 stable), and a significant share of predictable
revenues. Its extensive footprint, limited infrastructure
competition, high barriers to entry, and strategic importance to
the country's digital transformation underpin its credit profile.

Despite a decline in total subscribers in 2024, FiberCop delivered
a resilient operating performance, with relatively stable revenue
and EBITDA generation, broadly in line with Moody's expectations.
The company's results reflect effective execution during a
transitional period following the separation from TIM.
Separation-related costs were lower than anticipated, and EBITDA
will benefit from approximately EUR100 million in annual run-rate
efficiencies being established, primarily driven by energy savings,
network decommissioning, and some workforce reorganisations. These
measures are expected to support further margin improvement over
the medium term. As a result, Moody's expects FiberCop's operating
performance to remain stable, supported by continued opex
optimisation and the ongoing transition of the customer base to
FTTH services while the presence of a unique fiber-to-the-cabinet
(FTTC) and legacy technology provides an important support to
possible FTTH take-up risks.

FiberCop's FTTH rollout is progressing in line with plan, with
approximately 60% of its 2027 target already achieved. However, the
company's objective to reach 20.3 million homes and become the
largest FTTH network operator in Italy will require substantial
capital investment, with average annual expenditures of around
EUR2.8 billion through 2027, without considering government
subsidies. This strategy is expected to result in sustained
negative free cash flow and increased leverage over the next three
years, constraining the company's financial flexibility. The scale
and complexity of the investment programme also introduce execution
risks, particularly in maintaining cost discipline and delivering
the rollout on time and within budget.

As of December 2024, Moody's-adjusted debt/EBITDA stood at 6.3x,
with funds from operations (FFO)/net debt at 12.4%. Moody's
estimates that total reported debt will increase to EUR12.8 billion
in 2025 from EUR10.3 billion in 2024, excluding leases and pension
liabilities. Moody's-adjusted debt/EBITDA will likely increase to
around 7x and FFO/net debt decrease to close to 9% in 2025, with a
gradual deleveraging contingent on the successful execution of the
investment plan. Moody's estimates that around one-third of the
planned investments are contractually committed, with the remainder
subject to adjustment based on the company's strategy, market
conditions and funding availability. Overall, the actual pace of
debt accumulation will depend on the company's ability to deliver
on its capex objectives and generate operating cash flow. More
broadly, Moody's expects that FiberCop will maintain a prudent
financial policy, with no dividend distributions during the high
investment phase.

LIQUIDITY

FiberCop's liquidity is adequate, supported by EUR923 million of
cash as of March 2025 and a fully undrawn EUR2 billion revolving
credit facility maturing in 2029. The company benefits from a
well-distributed debt maturity profile, with approximately EUR700
million of debt repayments due in the first half of 2026.

Overall, Moody's expects that FiberCop's liquidity position and
cash flow generation will be sufficient to cover its cash
requirements, including maintenance and committed investments,
interest, and debt repayments, over the next 12-18 months.
Nevertheless, the company will likely require further financing to
support its large FTTH rollout plan over the coming years. Moody's
expects FiberCop to maintain a disciplined approach to cash
management and to access the debt markets well in advance of
funding needs.

As of March 2025, around 85% of the company's interest-bearing debt
was fixed, with an average cash cost of debt of approximately 5.3%.
Furthermore, 100% of USD-denominated notes are hedged into EUR.
Therefore, FiberCop does not have material exposure to interest
rate or exchange rate fluctuations.

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

Upward pressure on FiberCop's ratings is unlikely in the near term.
However, the outlook could be stabilised if the company
demonstrates consistent execution of its business plan, including
timely and cost-effective FTTH deployment, while maintaining
performance in line with budget. Evidence of improving operating
performance and effective cost control, resulting in
Moody's-adjusted debt/EBITDA trending toward 6.0x, alongside a
prudent financial policy and solid liquidity, would also support
stabilisation.

Downward pressure on FiberCop's ratings could arise from a
permanent weakening in the company's financial profile, such that
Moody's-adjusted debt/EBITDA is likely to remain above 6.0x for a
prolonged period, without a clear path to deleveraging. Additional
pressure could emerge from a deterioration in the company's
liquidity position, or the implementation of a financial policy
that prioritises shareholder returns over creditor interests,
including debt-funded acquisitions or dividend distributions during
the FTTH rollout phase.

The principal methodology used in these ratings was Communications
Infrastructure published in February.

The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.

COMPANY PROFILE

FiberCop S.p.A. owns and operates the largest fixed-line wholesale
network in Italy, with a nationwide footprint and significant
coverage across broadband and ultrabroadband services. In 2024,
FiberCop's pro-forma revenues, considering the effects of the
separation transaction and related agreements, amounted to around
EUR3.9 billion and pro-forma EBITDA to around EUR2.2 billion. The
company is majority-owned by a consortium led by KKR, alongside
ADIA, CPPIB, F2i, and the Italian Ministry of Economy and Finance.


FIBERCOP SPA: S&P Affirms 'BB+' ICR, Outlook Negative
-----------------------------------------------------
S&P Global Ratings revised downward its stand-alone credit profile
of Italy-based fixed-line wholesale services provider company
FiberCop SpA to 'bb' but affirmed its 'BB+' long-term issuer credit
and issue ratings on FiberCop because S&P assesses the likelihood
of extraordinary government support as reasonably likely.

The negative outlook reflects a limited track record of the group
achieving its guidance targets after the separation and execution
risks associated with its growth plan and costs savings. This could
result in S&P Global Ratings-adjusted debt to EBITDA of above 7.0x
on a prolonged basis.

FiberCop SpA aims to accelerate its growth capital expenditure
(capex) plan, which we assume it will fund fully via debt.

S&P said, "Consequently, we anticipate higher leverage during the
investment period, peaking at 7.0x in 2025 and averaging 6.5x-7.0x
through 2027, before improving to our previous projections of
6.0x-6.5x when the investment phase is complete. This indicates a
longer deleveraging trend than we had anticipated."

The 'BB+' rating affirmation reflects FiberCop's business strength,
elevated leverage, and likelihood of extraordinary government
support. S&P said, "We continue to think the company's strong
market position, the high barriers to entry from the substantial
capital costs of the fixed-line access network, and the specific
competitive landscape of Italy's wholesale broadband market support
its credit profile. As of fourth-quarter 2024, the company had a
71% market share in Italy's wholesale access service segment, with
14.5 million active business-to-customer (B2C) lines. We now
estimate it will spend about EUR8.5 billion in capex excluding the
foreseen National Recovery and Resilience Plan (PNRR) subsidies in
2025-2027. This is primarily driven by the acceleration of
fiber-to-the-home (FTTH) rollout plan in the commercial grey area
that is expected to cover 11.2 million households, representing
about 55% of FiberCop's total fiber coverage once it is fully
rolled out in 2027. The remaining comes from higher spending in
optimization capex related to decommissioning the copper network
and investments to strengthen infrastructure assets as well as the
finalization of PNRR FTTH rollout in the awarded lots."

S&P said, "We think accelerating the growth capex plan will help
the group maintain its leading market position in the Italian fixed
broadband market and benefit from the digitalization push in Italy.
While this will translate to material negative free operating cash
flow (FOCF) due to high capex and elevated leverage in the next
couple of years, digital infrastructure assets such as FiberCop can
achieve a stronger credit profile once the investment phase is
complete. This, in conjunction with our view that it is reasonably
likely that the company would benefit from supportive government
policies, possibly direct assistance, and extraordinary government
support in case of need, underpins the affirmation.

"We now anticipate a longer deleveraging path . The company
performed broadly in line with our pro forma revenue and EBITDA in
2024. Nevertheless, S&P Global Ratings-adjusted leverage in 2024
came slightly higher than our projections. This is primarily due to
the addition of asset retirement obligations (ARO) in our debt
adjustment. We view ARO as incurred liabilities that provide no
offsetting operating benefit and therefore is akin to debt. We
project the company will generate cost savings from the anticipated
legacy network decommissioning and other strategic measures.
Combined with a cost-discipline approach, we expect S&P Global
Ratings-adjusted EBITDA margin to improve to above 55% on average
in 2025-2027 from about 50% (pro forma) in fiscal 2024. We view the
recent publicly stated financial policy, which aims to focus on
medium-term investment while taking a prudent approach on leverage,
dividends, and acquisitions, as supporting the rating. Therefore,
we do not assume any dividend payments over the forecast period.
Nevertheless, we forecast higher debt to fund an acceleration in
growth capex, resulting in a temporary increase in S&P Global
Ratings-adjusted leverage at 7.0x in fiscal 2025 before improving
to our previous projections of 6.0x-6.5x in 2028-2029. This
indicates a longer deleveraging trend than we had anticipated.

"We assess liquidity will remain adequate over the next 12 months.
The company had about EUR923 million cash and cash equivalents as
of first-quarter 2025. While we anticipate significant negative
FOCF over the next 12 months, the recent additional issuance on its
term loans, along with the fully undrawn EUR2 billion RCF facility
committed until 2029 and limited next 12 months debt maturities,
will keep our liquidity assessment at adequate. Nevertheless, we
expect the company to proactively approaching the market to address
high capex spending and short-term maturities."

The negative outlook reflects a limited track record of the group's
achieving its guidance targets after its separation, and execution
risks associated with its growth plan and costs savings. This could
result in prolonged S&P Global Ratings-adjusted debt to EBITDA of
above 7.0x.

S&P could lower the rating if FiberCop posted sustained adjusted
debt to EBITDA above 7.0x on a prolonged basis including after the
investment cycle completes. This could result from:

-- Delays in realizing saving costs;

-- Costs overruns on its capex investment plan; and

-- Weaker-than-anticipated customer retention as they migrate from
legacy technology, which could lead to earnings underperformance.

S&P said, "We could also lower the ratings if we think the
likelihood of moderate government support has decreased.

"We could revise the outlook to stable when we have a sufficient
track record of the company delivering on its strategic plans. This
could indicate a deleveraging path in line with our base-case
scenario."


FIBERCORP SPA: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has assigned FiberCop S.p.A a Long-Term Issuer
Default Rating (IDR) of 'BB' with a Stable Outlook. Fitch has also
affirmed Optics Bidco's (Optics) IDR at 'BB' with a Stable Outlook
and senior secured debt rating at 'BB+' with a Recovery Rating of
'RR2'. Optics' debt has been transferred to FiberCop with the
reverse merger of the two entities.

FiberCop's ratings reflect its leading market position as a
provider of mission-critical telecoms network infrastructure in
Italy, with a structurally supportive market and a pure wholesale
business model providing enhanced revenue visibility. The rating is
tempered by negative free cash flow (FCF) over the next four years,
after which Fitch expects significant improvements on the back of
capex reductions.

EBITDA net leverage will temporarily exceed the 6.8x threshold due
to increased and accelerated fiber rollout capex. However, the
accelerated network rollout will allow FiberCop to strengthen its
asset base, market position, realise efficiencies and result in
higher FCF generation and lower leverage in the long-term.

Optics Bidco's IDR has been withdrawn following its reverse merger
into FiberCop S.p.A and the transfer of Optics' debt instruments to
FiberCop.

Key Rating Drivers

Higher EBITDA and Leverage: Fitch defined pro-forma EBITDA at
end-2024 of EUR1,824 million, is higher than the EUR1,603 million
previously forecast, due to higher visibility on the standalone
financials of FiberCop following its completed carve out from
Telecom Italia S.p.A (TIM; BB/Positive). However, EBITDA net
leverage is also higher than expected due to increased and
accelerated fibre build-out capex. Fitch anticipates leverage to
rise from a forecast of 6.7x in 2025 to 7.0x in 2026 and 7.1x in
2027, versus its previous forecasts of 6.1x and 6.0x,
respectively.

Temporary Leverage Breach: Fitch expects FiberCop's EBITDA net
leverage to remain above its downgrade threshold of 6.8x in 2026
and 2027 before falling within its sensitivities in 2028.
FiberCop's rating and Stable Outlook reflect Fitch's
through-the-cycle approach and its view that the company's strong
revenue visibility can sustain temporary and limited increases in
leverage, due to its expectation of higher FCF generation and lower
leverage in the long term.

Fiber Rollout Supportive: FibreCop intends to accelerate the pace
of its fibre deployment in Italy. While the acceleration increases
capex spend in the short-term, it is supportive for the company's
operating profile through improved revenue and cost prospects in
the medium to long-term. Its first-mover advantage should
strengthen its larger market share in new connections and reduce
network churn. The increased capex plan includes investments in
Black and Grey areas to protect the group's market share. Other
projects include investments to reduce opex and support EBITDA
margin expansion.

High Capex Limits FCF: FiberCop's capex deployment would constrain
FCF at least over the next four years, although the group has
flexibility to scale back capex. Its base case assumes that capex
will remain over EUR2 billion a year in 2025-2027. Fitch sees a
lower risk of investments in fibre infrastructure than other fibre
build-outs in Europe as FiberCop overbuilds its existing copper
footprint. Its fibre capex carries execution risk but it should
lead to higher profitability and cash flow conversion once
completed.

Core National Infrastructure: FiberCop is the leading Italian
wholesale fixed-line network in Italy by connections and
capillarity, with an overall market share of 71% and a total
customer base of around 14.5 million. Its network is
mission-critical digital infrastructure as the incumbent national
provider of wholesale broadband services to the Italian market,
alongside its legacy copper network. Its network covers around 27
million households (88% of coverage) with fibre-to-the-cabinet
(FTTC) technology and it plans to cover about 20 million homes with
fibre-to-the-home (FTTH), of which 60% had been passed by
end-2024.

Supportive Market Structure: The Italian local access wholesale
market is primarily shaped by competition between FiberCop and Open
Fiber. Unlike other European markets, Italy has only two operators
with national FTTH networks. Competition between the networks
exists in high-density areas (Black areas) and in some mid-density
ones (Grey 1 areas), while rural areas (Grey 2, and White 1 and 2
areas) have exclusive concessionaires. FiberCop will cede some
market share as Open Fiber rolls out its FTTH network in rural
areas, especially in White 1 and Grey 2 areas.

Leading Market Position: Fitch expects FiberCop to remain the
leader by coverage and connections, regardless of market share loss
to Open Fiber in its exclusive areas. Fitch estimates that of 31
million premises covered by FiberCop's network, across all access
technologies, 25% are in Black areas, which are already subject to
competition. Forty per cent, which are in Grey areas, will face
limited competition, apart from fixed-wireless access, and another
25% may be ceded to Open Fiber in the Grey and White subsidised
areas as FTTH adoption increases. FiberCop's FTTC footprint
provides a hedge against the risk of FTTH take-up.

Good Revenue Visibility: Fibercop and TIM signed a long-term master
service agreement, covering a large share of FiberCop's revenue
base. In addition, broadband penetration in Italy is low at 72%,
versus other European countries' and Fitch expects this to
gradually increase, supporting Fibercop's revenue growth and partly
offsetting competition from Open Fiber.

Significant EBITDA Margin Growth: Fitch expects FibeCop's EBITDA
margin to improve to 57% in 2028 from 47% in 2024. This is
supported by lower leasing and facility costs from its copper
decommissioning plan and energy consumption savings. The group
expects these cost savings to represent 10% of revenues in 2028.
However, Fitch believes such cost savings would take longer to be
realised, given the risks associated with timely execution.

Peer Analysis

NBN Co Limited (AA+/Stable), which is Australia's monopolistic
provider of wholesale broadband access, is an immediate peer to
FiberCop. NBN's Standalone Credit Profile, which excludes
government support, is 'bb'. FiberCop's business profile is weaker
than NBN's, due to its lower market share, the competitive
environment in Italy and the absence of government-related entity
(GRE) support (based on Fitch's GRE criteria). NBN also has lower
exposure to declining technologies, such as copper, whereas
FiberCop will continue to have FTTC for a longer period.

Other telecom infrastructure peers include CETIN Group N.V
(BBB/Stable) and TDC NET A/S (BB/Stable), which both own fixed and
mobile infrastructure. These two peers either have exposure to
mobile network operations or operate in a more competitive
environment, leading to a lower leverage tolerance for the same
rating.

Integrated telecoms operators, such as BT Group plc and Royal KPN
N.V. (both BBB/Stable), have tighter leverage thresholds per rating
band than FiberCop, due primarily to their retail units, which
carry higher risks. This is due to their exposure to changes to
sales volumes and pricing, mobile spectrum costs and market
competition.

European tower companies Cellnex Telecom S.A. (BBB-/Stable) and
Infrastrutture Wireless Italiane S.p.A. (BBB-/Stable) have a
stronger operating profile than FiberCop and therefore also a
higher leverage capacity at the same rating. They benefit from
higher cash flow visibility and stability from long-term contracts,
minimal technology obsolescence risk, greater visibility on capex
returns, higher price indexation and, in many cases, energy cost
pass-through.

Key Assumptions

- Total revenue CAGR of 1% between 2024 and 2028, excluding the
revenue impact from subsidies

- Fitch-defined EBITDA to increase to EUR2,303 million in 2028,
from EUR1,824 million in 2024, representing an increase in EBITDA
margin to 57% from 47%

- Capex (including discretionary spending) to remain EUR1.2
billion-2.7 billion a year during 2025-2028 or 30%-72% of revenues

- No dividends payments for the next five years

Recovery Analysis

Fitch rates FiberCop's senior secured rating at 'BB+' in accordance
with its Corporates Recovery Ratings and Instrument Ratings
Criteria, under which Fitch applies a generic approach to
instrument notching for 'BB' rated issuers. Fitch classifies
FiberCop's debt as "category 2 first-lien" according to its
criteria, resulting in a Recovery Rating of 'RR2'. This leads to a
one-notch uplift from the IDR to 'BB+'.

RATING SENSITIVITIES

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

- EBITDA net leverage above 6.8x for an extended period

- Lower-than-expected net adds for broadband and deterioration of
FiberCop's market position, leading to slower revenue and EBITDA
growth

- Expectations of negative FCF beyond the fibre rollout programme

- EBITDA interest cover structurally below 2.0x

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

- EBITDA net leverage consistently below 5.8x

- Sustainable competitive positions in the fixed-line sector

- Good visibility that cash flow from operations less capex/gross
debt will trend above 5% in the short to medium term

- EBITDA interest cover sustained at above 3.0x

Liquidity and Debt Structure

FiberCop has healthy liquidity, with an opening cash on balance
sheet of around EUR1 billion at end-2024. Optics also has an
undrawn five-year revolving credit facility of EUR2 billion.
Fitch's base case assumes that Optics will raise additional debt
totalling around EUR4 billion-5 billion between 2025 and 2028.

Issuer Profile

FiberCop is a leading national fixed-line wholesale network
operator in Italy carved out from previously integrated incumbent
mobile network operator TIM.

Summary of Financial Adjustments

Government subsidies for fibre deployment are accounted for on a
depreciation basis in the group's and audited accounts. Fitch
adjusts for this impact on revenues and EBITDA and adds back the
cash inflow impact from subsidies on capex in the years they are
expected, reflecting a normalised revenue and EBITDA profile.

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
   -----------             ------           --------   -----
Optics Bidco SPA     LT IDR BB  Affirmed               BB
                     LT IDR WD  Withdrawn

   senior secured    LT     BB+ Affirmed      RR2      BB+

FiberCop S.p.A.      LT IDR BB  New Rating




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

CPI PROPERTY: Moody's to Rate New Jr. Subordinated Notes 'Ba3'
--------------------------------------------------------------
Moody's Ratings said that it expects to assign a Ba3 instrument
rating to CPI Property Group's (CPI or company) proposed junior
subordinated notes (Type A) under its EMTN programme, which is
rated (P)Ba3 for subordinated junior notes. Moody's understands CPI
will use the proceeds of the expected issuance in an exchange for
two existing hybrid issuances with call dates in 2025.

The expected Ba3 rating of the instrument would reflect its junior
subordinate position that could switch to a position akin to
preferred stock upon certain events. At the same time, Moody's
expects the newly issued instrument to receive 100% equity credit
under Moody's applicable methodology, subject to final terms in
line with Moody's expectations. Based on the suggested terms, the
new hybrids do not have the ability to trigger bankruptcy (in line
with existing hybrids) but also do not offer its holders creditor
rights in bankruptcy via a conversion into a claim akin to
preferred shares ahead of such a bankruptcy. Accordingly Moody's
ascribes a basket H (100% equity treatment) under Moody's Hybrid
Equity Credit methodology.

Given the relatively large size of hybrids within CPI's capital
structure, Moody's-adjusted metrics will improve with the intended
exchange and depending on the issuance amount, but only modestly
support the Ba1 corporate family rating. Even if Moody's-adjusted
metrics will improve with the expected replacement of old hybrids
with new ones, the fundamental pressure on CPI's ratings persists,
which is reflected in the negative rating outlook. CPI's credit
metrics have developed weaker than estimated, being outside of
Moody's guidances for the Ba1 rating. Consequently, operating
performance improvements combined with continued disposal activity
and capital measures could support particularly a recovery of a
relatively weak interest cover ratio.

While the new instrument will imply a positive impact on the usual
credit metrics of interest cover and Debt / Assets, it will be
partially offset by increased outflows on the remuneration of
equity instruments (including the newly issued hybrid). Cash flow
implications generally do not reflect in Moody's-adjusted
debt/asset or EBITDA/interest expense.  Hybrids are a relatively
large part of CPI's capital structure compared to other corporates
and thus influence Moody's adjusted metrics more materially. As a
consequence, Moody's quantitatives rating guidance for these
metrics will adjust over time with the expected exchanges to align
a moderate credit impact of the anticipated hybrid exchange with
more material improvement in financial metrics.

CPI's credit quality is supported by a good business profile. CPI's
scale and quality of its operations result in solid operating
performance despite structurally negative trends especially in the
office sector. The company remains committed to disposals after
selling around EUR1.4 billion of assets plus a minority stake in
2024. The company is expecting to meet a sales target of EUR1
billion for 2025. Further material disposals will be required to
fund capital expenditure and pay down debt given challenges from an
increasing average cost of debt. Moody's have assumed just below
EUR1 billion in disposals in 2025 and EUR600-900 million for the
following years. Moody's do not expect material further value
declines as the real estate investment market stabilises, which
supports the development of Moody's-adjusted debt/assets going
forward.

Structural challenges exist from a non-full ownership of assets
held by CPI Europe AG, the minority disposal in Poland, and its
investment in Globalworth Real Estate Investments Limited. CPI
targets to simplify the group structure, which Moody's considers
relevant for group-wide liquidity and credit management. CPI has
continued to return cash to shareholders via share buybacks despite
a focus on deleveraging.


ORION SA: Moody's Affirms 'Ba2' CFR & Alters Outlook to Negative
----------------------------------------------------------------
Moody's Ratings has affirmed Orion S.A.'s (Orion) Ba2 corporate
family rating and Ba2-PD probability of default rating.
Concurrently, Moody's affirmed Orion Engineered Carbons GmbH's
backed senior secured term loans and backed senior secured
revolving credit facility (RCF) at Ba2. The outlook on both
entities has been changed to negative from stable.

RATINGS RATIONALE

The affirmation and negative outlook captures credit metrics out of
line with Moody's expectations for the current Ba2 CFR and
uncertainty regarding the pace of improvement. For the twelve
months ended March 2025, Moody's estimates Orion's Moody's adjusted
debt/EBITDA was around 4.1x, with interest coverage around 5.0x.
Moody's debt/EBITDA does not include Moody's standard adjustment
for securitization, due to disclosure limitations, but Moody's
estimates it would add around 0.2x to 0.3x to Moody's adjusted
debt/EBITDA, pushing its Moody's adjusted debt/EBITDA to nearly
4.5x. Additionally, the company is outside of its own net debt/
EBITDA target of 2.0x-2.5x with company defined leverage currently
at 3.31x.

During 2024 and in Q1 2025 the company experienced weaker
operational performance along with a higher than normal level of
unplanned downtime contributing to the deterioration in credit
metrics. Additionally, during 2024 the company experienced a
misappropriation of assets event which resulted in a roughly $60
million pre-tax charge (roughly $43 million after tax) and
contributed to higher borrowings and higher gross debt.

Moody's expects that over the next 12-18 months Orion's debt/EBITDA
ratio will improve assuming less unplanned downtime, some benefit
from currently announced tariff dynamics leading to greater US
production of tires and lower imports, and the potential allocation
of free cash flow to debt reduction. Orion could however remain
outside of Moody's expectations for the rating depending on the
pace of demand improvement and Orion's capital allocation choices
between debt reduction (repayment of RCF/ancillary borrowings),
share repurchase and dividends.

Orion's modest scale; exposure to cyclical end markets, such as
construction and automotive; and high gross leverage, as adjusted
and defined by us, weaken its credit quality. Moody's expects the
company's share repurchase program and dividends will limit free
cash flow available for debt reduction, which further constrains
the rating. Orion's leading market position in carbon black; global
footprint; track record of maintaining strong operating
profitability, with its adjusted EBITDA margin in the mid- to
high-teen percentages; and long-standing relationships with
blue-chip customers supports the ratings.

LIQUIDITY

Orion's liquidity is adequate. At March 31, 2025 Orion had reported
cash on hand of $37.5 million. The company maintains a EUR300
million backed senior secured revolving credit facility, along with
related ancillary facilities. As of March 31, 2025 availability
under the RCF and ancillary facilities was $104.8 million which
reflects elevated and persistent usage of the company's credit
facilities.

Under the terms of the credit agreement the company must maintain
its net leverage below 4.0x when revolver borrowings are greater
than 50%. As of March 31, 2025 the company was in compliance with
its covenant, but Moody's estimates modest headroom for future
underperformance.

The RCF and cash on balance sheet in combination with expected FFO
generation are sufficient to fund capital expenditures and
unexpected swings in working capital as well as the moderate
scheduled debt amortization under the company's existing backed
senior secured term loans.

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

Factors that could lead to an upgrade of Orion's ratings include:
(i) Orion grows the share of the specialty segment in its product
mix and establishes a track record of stable operating performance;
(ii) Moody's-adjusted debt/EBITDA declines toward 2.5x, including
Moody's estimates of the company's securitization program; (iii)
Retained cash flow/net debt sustained above 20% including Moody's
estimates of the company's securitization program; and (iv)
maintenance of strong liquidity, underpinned by sustained positive
free cash flow.

An expectation for the company to maintain these stronger credit
metrics and liquidity would also be an important consideration for
a positive rating action.

Factors that could lead to a downgrade of Orion's ratings include:
(i) Orion's debt/EBITDA remains well above 3.5x on a sustained
basis including Moody's estimates of the company's securitization
program; (ii) Retained cash flow/net debt remains below 15%
including Moody's estimates of the company's securitization
program; (iii) free cash flow turns materially negative and the
company's liquidity deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemicals
published in October 2023.

CORPORATE PROFILE

Orion S.A. (Orion) is a global producer of specialty carbon black
(SCB) and rubber carbon black (RCB). In the 12 months that ended
March 2025, Orion reported revenue of around $1.85 billion and
company-adjusted EBITDA of $283 million (15.3% EBITDA margin).




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

AXACTOR ASA: Moody's Affirms 'B3' CFR, Outlook Remains Negative
---------------------------------------------------------------
Moody's Ratings affirmed Axactor ASA's (Axactor) corporate family
rating of B3 and senior unsecured ratings of Caa2. The issuer
outlook remains negative.

RATINGS RATIONALE

The affirmation of Axactor's CFR at B3 follows the company's
reduced refinancing risk following the issuance of the new 4-year
EUR125 million senior unsecured notes to replace a substantial
portion of the 2026 notes, of which EUR180 million is presently
outstanding. The company plans to refinance or repay the remaining
balance of the notes later this year.

At the same time, the B3 CFR reflects the company's limited
liquidity, with low availability under its revolving credit
facility (RCF), of which 87% was drawn as of 31 March 2025.
Positively, the company has extended the maturity of its EUR545
million revolving credit facility by two years, until June 2028.

In addition, the B3 CFR also incorporates Axactor's constrained
financial flexibility, given the need to prioritise debt repayments
against investments in its franchise. In 2025, the company
repurchased EUR50 million of its 2026 bonds, while its
non-performing loan (NPL) investments amounted to only EUR5 million
in 1Q 2025. Axactor expects to increase its investments later in
the year. Reduced investments will lead to lower cash flows in
future periods, unless replenished.

The senior unsecured debt ratings of Caa2 of Axactor's bonds
reflects their priorities of claims and asset coverage in the
company's capital structure. The size of the company's senior
secured RCF relative to the amount of senior unsecured bonds
indicates higher loss given default for senior unsecured creditors,
leading to a two-notch differential with the CFR.

OUTLOOK

The negative outlook reflects the risk of erosion of the company's
franchise from reduced investments, further exacerbated by its
constrained financial flexibility from limited availability under
the revolving credit facility.

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

A rating upgrade is unlikely given the negative outlook. The
outlook could return to stable if Axactor's financial performance
strengthens, as evidenced by improved collections and cash flows,
and if Moody's conclude that such an improvement will be sustained,
in light of the company's need to refinance its 2027 note
maturities in the amount of approximately NOK2,300 million.

Axactor's ratings could be downgraded if the company's franchise is
eroded by diminished investments, meaningfully below the portfolio
replacement rate, or substantial portfolio sales.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Finance
Companies published in July 2024.




===========
S E R B I A
===========

MARERA INVESTMENT: S&P Affirms CCC+ ICR & Alters Outlook to Stable
------------------------------------------------------------------
S&P Global Ratings revised its outlook on property owner Marera
Investment Group Ltd., operating in Serbia, to stable from negative
and affirmed its 'CCC+' long-term issuer credit rating on the
company.

The stable outlook reflects the absence of near-term debt
maturities and continued solid operating performance from Marera.

The liquidity risk of property owner Marera Investment Group Ltd.,
operating in Serbia, has decreased following the repayment and
refinancing of obligations during the year. S&P still views
liquidity as weak because Marera has a very limited cash balance,
limited free cash flow, and significant amortizing debt.

In addition, the company's capital structure will remain highly
leveraged in the next 12 months, with debt to debt plus equity at
about 75%, EBITDA interest coverage of 1.2x-1.4x, and debt to
EBITDA of 11x-13x.

S&P said, "We revised the outlook on Marera to stable because we
see no immediate liquidity risk in the next 12 months. During the
year, the company increased its weighted-average debt maturity to
7.7 years from just above five at the end of 2023. The next
significant maturity for the company does not fall until 2027. As
of March 31, 2025, Marera had only EUR1.5 million of cash and did
not have any undrawn liquidity facilities. We forecast that the
company's free cash flow will likely be negative in 2025, given the
limited cash flow generation coupled with relatively high capital
expenditure (capex) during the year. Given the ongoing limited
coverage of sources of uses, we continue to assess the company's
liquidity as weak; however, the outlook revision considers that
Marera has demonstrated a track record of refinancing with its
lenders and doesn't face any immediate refinancing needs. In
addition to this, Marera has either extended or covered all its
amortizing debt payments historically.

"The company's capital structure appears unsustainable, with the
S&P Global Ratings-adjusted ratio of debt to debt plus equity
expected to stay elevated, at about 75%. Although S&P Global
Ratings-adjusted debt to debt plus equity decreased to an estimated
74% in 2024 from 77.8% a year before, we forecast that the ratio
will remain elevated at around 75% in the next 12-24 months. As of
year-end 2024 we expect the EBITDA interest coverage ratio to fall
slightly below 1.0x due to the increase in interest expense during
the year. Following this, we expect the ratio to recover to
1.2x-1.4x in 2025 and 2026 on the reduction in net debt. We
understand that the disposal of Marera's 50% share in Bigz in
December 2024 led to a significant decrease in debt of about EUR29
million associated with the investment. We forecast that Marera's
adjusted debt to EBITDA will decrease slightly to 11x-13x in the
next 12-24 months (from 16.3x at year-end 2023), which remains high
compared with that of peers and given the company's high rental
yield. At the same time, we factor in that 20%-25% of Marera's debt
is shareholder loans and related-party debt, for which repayment
terms are more flexible versus the senior secured bank loans that
form the remainder of the portfolio. Senior secured loans represent
a significant majority of the company's bank debt.

"Positively, Marera demonstrates strong occupancy and robust rental
growth and its portfolio valuation remains resilient, balanced by
the portfolio's small size compared with peers' and some tenant
concentration. The company continues to demonstrate very high
occupancy of 99%-100%, supported by the assets' good quality and
favorable location, largely in Belgrade; and demand exceeding
supply in the local real estate market, fueled by favorable
economic conditions. Marera also benefits from 4%-6% like-for-like
rent increases, and we expect that the ongoing investment in the
portfolio will likely improve Marera's cash-generating capacity.
The company's tenant portfolio remains well diversified, with the
top 10 tenants contributing 37% of revenue in 2024. Marera's
weighted-average lease term increase to 3.8 years in 2024 from 3.6
years in 2023 but still remains shorter than that of other rated
European office players. The company is one of the most important
players in the Serbian real estate market, but the size of its
portfolio (about EUR170 million at year-end 2024, down 11% year on
year) remains relatively small compared with larger international
peers, which constrains our business risk assessment. Marera has
also historically faced delays in the portfolio expansion.

"We will continue to monitor developments as the 2024 annual
accounts are not yet complete. We could revise our base-case
scenario once the 2024 audited accounts become available. If the
information becomes delayed, this could also affect our rating.

"The stable outlook reflects that, notwithstanding the weak
liquidity assessment, we do not see any immediate liquidity risk.
We understand the refinancing of the 2027 maturities will commence
about one year ahead of the maturities coming due. The outlook also
reflects the continued high financial leverage, with adjusted debt
to EBITDA of about 11x-13x over our forecast horizon.

"We would lower the rating if Marera's liquidity deteriorates
further and we think the company might not be able to cover
short-term maturities, or if it breaches covenants such that the
possibility of a default increases."

S&P could upgrade Marera if:

-- The company maintains a more sustainable capital structure;

-- The EBITDA interest coverage ratio remains of at least 1.0x
sustainably; and

-- Marera generates sufficient liquidity headroom.

The above factors would also have to be coupled with management's
commitment to maintaining a higher rating.




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

EDWARD MEEKS: Marshall Peters Named as Administrators
-----------------------------------------------------
Edward Meeks Limited was placed into administration proceedings in
the Business and Property Courts in Manchester, No CR-2025-MAN, and
Lee Morris of Marshall Peters was appointed as administrators on
June 5, 2025.  

Edward Meeks engaged in the retail sale of footwear in specialised
stores.

Its registered office is C/O Marshall Peters, Heskin Hall Farm,
Wood Lane, Heskin, Preston, PR7 5PA

Its principal trading address is at 21 Staveleigh Mall Ladysmith
Shopping Centre, Ashton-Under-Lyne, OL6 7JJ

The joint administrators can be reached at:

         Lee Morris
         Marshall Peters
         Heskin Hall Farm
         Wood Lane, Heskin
         Preston PR7 5PA
         Tel No: 01257 452021

For further details, contact:

         Liv Roy
         Marshall Peters
         Tel No: 01257 452021
         Email: livroy@marshallpeters.co.uk
         Heskin Hall Farm
         Wood Lane, Heskin
         Preston, PR7 5PA


GB-BIO LIMITED: RSM UK Named as Administrators
----------------------------------------------
GB-Bio Limited was placed into administration proceedings in the
High Court of Justice, The Business & Property Courts of England
and Wales, Insolvency & Companies List (ChD), Court Number:
CR-2025-003530, and David Shambrook and James Miller of RSM UK
Restructuring Advisory LLP were appointed as administrators on June
5, 2025.  

GB-Bio Limited operated a biomass plant.

Its registered office is at Office 71, The Colchester Centre,
Hawkins Road, Colchester CO2 8JX

Its principal trading address is at Tansterne Advanced Biomass
Plant, Aldbrough, Hull Road, Colchester, HU11 4RE

The joint administrators can be reached at:

     David Shambrook
     RSM UK Restructuring Advisory LLP
     25 Farringdon Street
     London EC4A 4AB
     Tel: 020 3201 8000

          -- and --

     James Miller
     RSM UK Restructuring Advisory LLP
     Central Square, 5th Floor
     29 Wellington Street
     Leeds LS1 4DL
     Tel No: 0113 285 5000

Correspondence address & contact details of case manager:

     Matthew Foy
     RSM UK Restructuring Advisory LLP
     25 Farringdon Street
     London, EC4A 4AB
     Tel No:  020 3201 8000

For further details contact:

     The Joint Administrators
     Tel: 020 3201 8000


JAGUAR LAND: Moody's Upgrades CFR to Ba1, Outlook Positive
----------------------------------------------------------
Moody's Ratings has upgraded Jaguar Land Rover Automotive Plc's
(JLR) corporate family rating to Ba1 from Ba2 and the probability
of default rating to Ba1-PD from Ba2-PD. Concurrently, Moody's have
upgraded JLR's backed senior unsecured instrument ratings to Ba1
from Ba2. The outlook remains positive.

"The upgrade to Ba1 reflects Moody's views that - with the upcoming
demerger of TML's commercial vehicles business - JLR becomes an
even more integral part of TML's operations and therefore the
expected support for TML from its parent Tata Sons would also be
extended to JLR, should the need arise", says Timo Fittig,
Assistant Vice President-Analyst at Moody's Ratings.

"The rating action further considers JLR's very robust performance
in a year marked by significant challenges for the global auto
industry", adds Fittig.
             
RATINGS RATIONALE

The planned demerger of Tata Motors Limited's (TML, Ba1 positive)
commercial vehicle operations into a separate entity planned for
the fourth quarter of this year will result in JLR accounting for
over 90% of TML's group EBITDA. As a result of the increased
significance of JLR for TML's remaining operations, Moody's now
incorporate a one-notch parental support uplift in JLR's ratings
reflecting Moody's expectations of extraordinary support from TML's
parent, Tata Sons. Tata Sons is one of India's leading
conglomerates and it owns a 40.2% shareholding in TML. JLR will
continue to be 100% owned by TML.

Even prior to the demerger, for many years, TML has been a
supportive shareholder to JLR, backing its investment plan and
financial strategy, including through very limited dividend payouts
over the last years. The collaboration and knowledge sharing with
other Tata Group companies have become important pillars of JLR's
strategy, including the car battery plant, which is built by
Agratas Energy Storage Solutions and will become a core battery
cell supplier to JLR.

The outlook on JLR's ratings remains positive reflecting Moody's
views that the company's rating could be further upgraded if its
operating performance continues to be robust, despite more
difficult operating conditions, not least the introduction of
tariffs on cars exported to the US.

JLR's revenue and wholesale volume were flat year over year in
financial year 2025, which ended 31 March, with approximately
401,000 new cars sold and revenue of GBP29 billion. The company had
a strong finish to the year with regards to profitability,
achieving an adjusted EBIT margin of 8.5% (company definition),
which was partly helped by a more profitable product mix, partly
driven by the discontinuation of various lower margin Jaguar
models.

Moody's forecasts JLR's credit metrics to remain broadly stable and
well in line with Moody's expectations for the Ba1 rating. The
Moody's-adjusted leverage, as measured by Moody's-adjusted
debt/EBITDA, was consistently below 2.0x over the past two years
and Moody's do not forecast a material change over the next 12-18
months. Free cash flow is set to remain positive, although lower
volumes and the tariffs that need to be paid at least for
short-term will weigh on JLR's cash generation.

For financial year 2026, Moody's see material headwinds for the
company, which will temporarily put pressure on its profit margin
and likely result in some decrease in wholesale volumes. Just as
for most other global car makers, the US tariffs pose a challenge
for JLR. In financial year 2025, the company sold nearly 30% of
vehicles to the US, with a similar share in revenue.

The trade deal announced between the US and UK last month will
provide significant relief for JLR once it is signed, as it covers
around three quarters of its US exports. Although Moody's considers
it a meaningful improvement for the company, the new 10% tariff
agreed between the two countries still represents a 7.5% increase
compared with the standard 2.5% import duty previously and does not
cover JLR's vehicles made in Slovakia. A similar trade agreement
between the US and European Union could further ease the tariff
pressure, but in the meantime JLR's vehicles made in Slovakia
remain subject to a 27.5% US import tariff.

An additional credit challenge remains the transition to electric
vehicles, given that JLR has one of the lowest battery electric
vehicle (BEV) shares among its competitors at around 2% of vehicle
sales in financial year 2025. The launch of JLR's Range Rover
Electric later this year and the relaunch of Jaguar with the first
new fully electric model sometime in 2026 are milestones in the
company's plan towards a full electrification of its fleet by
2030.

ESG CONSIDERATIONS

Environmental, social and governance (ESG) considerations,
specifically governance considerations were key drivers of the
rating action. These encompass Moody's assessments of TML's role as
a consistently supportive shareholder, contributing to JLR's
prudent financial strategy which has resulted in a significantly
decreased financial leverage in recent years. It also includes
Moody's assumptions that TML along with its parent Tata Sons, would
provide financial support to JLR, if required.

JLR's ratings also reflect a number of ESG considerations that are
inherent to the automotive industry, such as the increasing
environmental standards, autonomous driving and connectivity,
higher vehicle safety regulations and the entry of new market
participants.

RATING OUTLOOK

The positive outlook reflects Moody's expectations that JLR will
successfully navigate the challenging economic environment and will
at least maintain its strong credit metrics over the next 12-18
months.

The outlook could be changed to stable if JLR's revenue decreases
materially or profitability deteriorates as a result of fading
demand or price pressure caused by the US tariffs.

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

The ratings could be upgraded if JLR remains on track to
successfully launch its new all-electric Range Rover variants and
the first new model under the Jaguar brand, growing the share of
battery electric vehicles (BEV) in its sales mix again. An upgrade
would also require the company to follow a balanced financial
policy, including the maintenance of a negative net debt balance;
maintain a Moody's-adjusted EBIT margin in the mid- to
high-single-digits in percentage terms; free cash flow
(Moody's-adjusted) to remain sustainably positive; and liquidity to
be considered very good.

The rating is strongly positioned, as expressed by the positive
outlook, as a result of which a downgrade is unlikely over the next
12-18 months. However, the ratings could be downgraded if JLR's
profitability deteriorates and the Moody's-adjusted EBIT margin
sustainably decreases below 5%; Debt/EBITDA increases above 3.5x;
or there is a deterioration in JLR's very good liquidity, for
example as a result of substantially negative free cash flows.

LIQUIDITY PROFILE

Moody's considers JLR's liquidity to be very good. As of March 31,
2025, the company had GBP4.6 billion of cash and short-term
investments on the balance sheet, and access to the fully undrawn
and committed GBP1.7 billion revolving credit facility (RCF)
maturing, partly maturing in 2027 and about GBP1 billion in 2029.

Moody's liquidity assessments is underpinned by the company's
strong free cash flow generation, which was consistently positive
over the past three years. It reached GBP939 million in financial
year 2025, after its first dividend payment in five years which
amounted to GBP387 million, and a record GBP2.2 billion in
financial year 2024 (in Moody's-adjusted terms). For financial year
2026, Moody's forecasts free cash flow to remain at least positive,
after the c. GBP0.5 billion dividend payment made in the first
quarter.

JLR's debt maturity profile is well balanced, although it has two
bond maturities totaling around GBP0.8 billion during the remainder
of the year. The company can comfortably cover these maturities
with cash on balance sheet.

STRUCTURAL CONSIDERATIONS

The instrument ratings are aligned with the CFR given the
essentially all unsecured, guaranteed and pari passu capital
structure of the company. Jaguar Land Rover (China) Investment Co.,
Ltd. sells JLR vehicles imported into China and also owns 25% of
Chery Jaguar Land Rover, the JV with Chery Motors in China (with
one of the guarantors of the rated bonds, Jaguar Land Rover
Limited, owning the remaining 25% of this JV).

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Automobile
Manufacturers published in April 2025.


The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.

CORPORATE PROFILE

JLR is a UK manufacturer of premium passenger cars under the Jaguar
and Land Rover trustmark brands including Range Rover, Defender,
Discovery and Jaguar which are recognised as leading global luxury
brands. JLR operates six sites in the UK, one in Slovakia and has a
joint venture in China. Of its 401k wholesale units in financial
year 2025, the company sold 38% in Europe (of which 21% were in the
UK), 32% in North America, 12% in China and 18% in other overseas
markets, resulting in total revenue of GBP29 billion. JLR is 100%
owned by TML, which is India's largest automobile company. TML
acquired JLR in 2008 from Ford Motor Company.


JANS FINANCE LTD: Keenan Corporate Named as Administrators
----------------------------------------------------------
Jans Finance Limited was placed into administration proceedings in
the High Court of Justice in Northern Ireland Chancery Division
(Company Insolvency), No 29625 of 2025, and Scott Murray and Ian
Davison of Keenan Corporate Finance Ltd were appointed as
administrators on June 10, 2025.  

Jans Finance engaged in financial leasing; renting and leasing of
cars and light motor vehicles; renting and leasing of trucks and
other heavy vehicles.

Its registered office is at 6 Caulside Drive, Antrim, Co. Antrim,
BT41 2DU.

The joint administrators can be reached at:

              Scott Murray
              Ian Davison
              Keenan Corporate Finance Ltd
              10th Floor Victoria House
              15-17 Gloucester Street
              Belfast, BT1 4LS

Contact Information:

               Tel No: 028 9023 3023
               Email: info@keenancf.com


MARYFIELD LIMITED: PKF Littlejohn Named as Administrators
---------------------------------------------------------
Maryfield Limited was placed into administration proceedings in the
High Court of Justice, Business and Property Courts in Manchester,
Insolvency and Companies List (ChD), No CR-2025-MAN-000760, and
James Sleight and Paul Williams of PKF Littlejohn Advisoy Limited
were appointed as administrators on June 6, 2025.  

Maryfield Limited engaged in the letting and operating of own or
leased real estate.

Its registered office is at 173 Cleveland Street, London, W1T 6QR

The joint administrators can be reached at:

     James Sleight
     PKF Littlejohn Advisoy Limited
     3rd Floor, One Park Row
     Leeds, LS1 5HN

        -- and --

     Paul Williams
     PKF Littlejohn Advisory
     15 Westferry Circus
     London E14 4HD

For further details, contact

     Jonathan Burke
     Tel No: 0113 241 5141
     Email: jburke@pkf-l.com


PAVILION HP13: Forvis Mazars Named as Administrators
----------------------------------------------------
Pavilion HP13 Ltd was placed into administration proceedings in the
High Court of Justice Business and Property Courts of England and
Wales, Insolvency & Companies List (ChD), Court Number:
CR-2025-003862, and Guy Robert Thomas Hollander and Adam Harris of
Forvis Mazars LLP were appointed as administrators on June 5, 2025.


Pavilion HP13 engaged in the buying and selling of own real
estate.

Its registered office is c/o Forvis Mazars LLP, 30 Old Bailey,
London, EC4M 7AU

Its principal trading address is at 4 Middle Temple Lane, Temple,
City Of London, London, EC4Y 9AA

The joint administrators can be reached at:

     Guy Robert Thomas Hollander
     Adam Harris
     Forvis Mazars LLP
     30 Old Bailey
     London EC4M 7AU

Further details, contact:

     The Joint Administrators
     Tel No: 0121 232 9500

Alternative contact: Jude Bennett


PETROFAC LIMITED: Fitch Affirms 'RD' LongTerm Issuer Default Rating
-------------------------------------------------------------------
Fitch Ratings has affirmed Petrofac Limited's Long-Term (LT) Issuer
Default Rating (IDR) at 'Restricted Default' (RD) and its senior
secured debt rating at 'C'. The Recovery Rating on the senior
secured debt is 'RR5'.

The 'RD' rating indicates that Petrofac continues to face an
uncured payment default and has yet to finalise its debt
restructuring. Petrofac has not begun bankruptcy filings,
administration, receivership, liquidation, or other formal
winding-up procedures.

Key Rating Drivers

Uncured Default: Petrofac's 'RD' IDR continues to reflect the
uncured expiry of a 30-day grace period on an interest payment for
its senior secured notes. Fitch will review the rating based on the
new capital structure after the restructuring is completed. The IDR
could be downgraded to 'Default' (D) in the absence of an agreement
with lenders and bondholders, which would materially erode
liquidity and, potentially, lead to bankruptcy filings or other
formal insolvency procedures.

Ongoing Appeal: The completion of the restructuring is subject to
the outcome of the pending appeal. The Court of Appeal has reserved
judgement following the hearing on 2-4 June 2025, resulting in
ongoing uncertainty regarding the restructuring's completion and
timing after major progress in recent months.

The appeal by Saipem and Samsung challenges the fairness of the
restructuring plan, including the distribution of benefits between
new money investors and other creditors. The appellants are
Petrofac's former joint-venture partners on the now terminated Thai
Oil Clean Fuel engineering, procurement and construction contract
project, which is subject to arbitration proceedings.

Progress in Restructuring: Petrofac has achieved important legal
milestones in restructuring process. In April 2025, a court-ordered
creditor meeting secured the required majorities in nine of 12
creditor classes, alongside shareholder approval. In May 2025, the
English High Court sanctioned two inter-conditional restructuring
plans, allowing the appeal by Saipem and Samsung.

Proposed Transaction a DDE: In Fitch's view Petrofac's plan to
reorganise its capital structure by converting about USD845 million
of existing debt (including accrued interest) into equity
constitutes a distressed debt exchange (DDE). The proposal imposes
a material reduction of creditors' terms from the original
contractual conditions, such as the proposed debt-to-equity
conversion and creation of new tranche of super senior secured
notes. Fitch believes this proposal is driven by the company's
intention to avoid formal insolvency or a court-driven resolution.

Peer Analysis

Petrofac's 'RD' Long-Term IDR indicates that it is not appropriate
to compare the company with peers.

Key Assumptions

- No Fitch forecasts from 2025 due to the lack of clarity on the
business plan

- Fitch estimates negative EBITDA and negative free cash flow in
2024

- Continued uncured payment default until restructuring is
completed or the company initiates a form of winding-up procedure

Recovery Analysis

The recovery analysis assumes that Petrofac would be reorganised as
a going concern in bankruptcy rather than liquidated. It mainly
reflects the company's strong market position, engineering
capabilities, customer relationships and asset-light business
model, following disposals in the integrated energy services
division.

Fitch assumed that the overall debt of USD845 million would be
converted into equity under the proposed restructuring plan. This
comprises USD600 million senior secured notes, its USD127 million
revolving credit facility (with full drawdown), USD71 million term
loans and remaining unpaid accrued interest. Fitch assumed that all
debt instruments rank equally.

Fitch has revised its going-concern EBITDA estimate to USD50
million from USD100 million due to structural changes in the
overall business profile affecting the company's profitability. Its
going concern EBITDA estimate reflects its view of a sustainable,
post-reorganisation EBITDA on which Fitch bases the enterprise
valuation. Distressed EBITDA would most likely result from severe
operational challenges in fixed-price projects.

Fitch applied a distressed EBITDA multiple of 4x to calculate a
going concern enterprise value. The choice of multiple mainly
reflects Petrofac's strong market position being offset by weak
revenue visibility and demand volatility in the oil and gas
markets.

After deducting 10% for administrative claims, its waterfall
analysis generated a ranked recovery for the senior secured debt in
the Recovery Rating 'RR5' band (down from RR4 previously),
indicating a 'C' instrument rating for the company's USD600 million
senior secured notes.

RATING SENSITIVITIES

Factors That Could, Individually or Collectively, Lead to
Downgrade

- The IDR could be downgraded to 'D' in the absence of an agreement
with lenders and bondholders, which would materially erode
liquidity and, potentially, lead to bankruptcy filings or other
formal insolvency procedures.

Factors That Could, Individually or Collectively, Lead to Upgrade

- Fitch will reassess the IDRs on the completion of a debt
restructuring; the updated IDRs would reflect Petrofac's new
capital structure and credit profile.

Liquidity and Debt Structure

Fitch believes Petrofac's liquidity is insufficient to cover
interest payments or repay debt under its maturity schedule;
however, the company continues to operate.

The proposed restructuring plan as of April 2025 involves new
committed funding of about USD350 million, comprising about USD131
million in new debt and USD219 million in new equity. Management
estimates gross debt after the restructuring at around USD279
million, with liquidity increasing by about USD200 million after
accounting for the repayment of certain historical claims and
contingent liabilities. The new notes will be issued by a newly
incorporated subsidiary that will become the holding company of
Petrofac's asset solutions division.

Issuer Profile

Petrofac is an international engineering and construction service
provider to the oil and gas production and processing industry.

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

Petrofac has an ESG Relevance Score of '4' for Financial
Transparency due to delay in the publication of annual audited
financial statements, which has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.

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

   Entity/Debt             Rating       Recovery   Prior
   -----------             ------       --------   -----
Petrofac Limited     LT IDR RD Affirmed            RD
                     ST IDR RD Affirmed            RD

   senior secured    LT     C  Affirmed   RR5      C


WORKINGTON ENGINEERING: Leonard Curtis Named as Administrators
--------------------------------------------------------------
Workington Engineering 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-MAN-000814, and Iain David Nairn and Sean Williams of
Leonard Curtis were appointed as administrators on June 6, 2025.  

Workington Engineering is a manufacturer of other fabricated metal
products, and engaged in engineering design activities for
industrial process and production.

Workington Engineering was formerly known as Red Squirrel
Developments Limited, changed in September 2024.

Its registered office is at Unit 13, Kingsway House, Kingsway, Team
Valley Trading Estate, Gateshead NE11 0HW

Its principal trading address is at Curwen Road, Derwent Howe,
Workington, Cumbria, England, CA14 3YX

The joint administrators can be reached at:

         Iain David Nairn
         Sean Williams
         Leonard Curtis
         Unit 13, Kingsway House
         Kingsway Team Valley Trading Estate
         Gateshead, NE11 0HW

For further details, contact:

         Tel: 0191 933 1560
         Email: recovery@leonardcurtis.co.uk

Alternative contact: Timothy Kendrick


ZTZ PROPERTY: Grant Thornton Named as Administrators
----------------------------------------------------
ZTZ Property Ventures Ltd was placed into administration
proceedings in the High Court of Justice, Business And Property
Courts in Birmingham, Insolvency And Companies List, No 000278 of
2025, and Oliver Haunch and Hina Patel of Grant Thornton UK
Advisory & Tax LLP were appointed as administrators on June 5,
2025.  

ZTZ Property Ventures engaged in the buying and selling of own real
estate.

Its registered office is c/o Grant Thornton UK Advisory & Tax LLP,
11th Floor, Landmark St Peter's Square, 1 Oxford St, Manchester, M1
4PB

Its principal trading address is at 351a Green Street, London, E13
9AR

The joint administrators can be reached at:

             Oliver Haunch
             Hina Patel
             Grant Thornton UK Advisory & Tax LLP
             8 Finsbury Circus
             London EC2M 7EA
             Tel No: 020 7184 4300

For further details, contact:

              CMU Support
              Grant Thornton UK LLP
              Tel No: 0161 953 6906
              Email: cmusupport@uk.gt.com
              8 Finsbury Circus
              London EC2M 7EA



                           *********


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

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

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

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

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

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


                * * * End of Transmission * * *