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

                          E U R O P E

          Thursday, February 29, 2024, Vol. 25, No. 44

                           Headlines



B E L G I U M

TELENET GROUP: Moody's Lowers CFR to B1 & Alters Outlook to Stable


C Z E C H   R E P U B L I C

ENERGO-PRO AS: S&P Upgrades ICR to 'BB-', Outlook Stable


F R A N C E

FNAC DARTY: S&P Affirms 'BB+' Ratings, Outlook Negative
NEXANS SA: S&P Affirms 'BB+/B' ICRs & Alters Outlook to Stable


K A Z A K H S T A N

SAMRUK-KAZYNA INVEST: Fitch Lowers LongTerm IDRs to 'BB'


N E T H E R L A N D S

PEARLS (NETHERLANDS): S&P Rates New 1st Lien Term Loan Add-ons 'B+'
UNIT4 GROUP: Moody's Affirms 'B3' CFR & Alters Outlook to Positive


S P A I N

PROVINCE OF LA RIOJA: S&P Lowers ICR to 'CC', Outlook Negative


U K R A I N E

UKRAINIAN RAILWAYS: S&P Retains 'CCC+' LT Issuer Credit Rating


U N I T E D   K I N G D O M

BAWTRY CARBON: Bought Out of Administration by Watling
EVERSFIELD ORGANIC: Enters Administration, Owes Over GBP1.4MM
HOPIN LTD: Enters Liquidation Following Events Platform Sale
KAT MACONIE: Enters Administration, Owes GBP1.1 Million
LERNEN BIDCO: Moody's Affirms 'B3' CFR, Outlook Remains Stable

RYE DEMOLITION: Falls Into Administration
STEWART MILNE: Owed GBP153 Million at Time of Collapse
TALKTALK TELECOM: S&P Lowers ICR to 'CCC+' on Refinancing Risk
TECHNIPFMC PLC: Moody's Alters Outlook on 'Ba1' CFR to Positive

                           - - - - -


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B E L G I U M
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TELENET GROUP: Moody's Lowers CFR to B1 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service has downgraded Telenet Group Holding NV's
(Telenet or the company) corporate family rating to B1 from Ba3 and
probability of default rating to B1-PD from Ba3-PD. Concurrently,
Moody's has downgraded to B1 from Ba3 the instrument ratings on the
backed senior secured bank credit facilities issued by Telenet
International Finance S.ar.l. and Telenet Financing USD LLC as well
as on the senior secured notes issued by Telenet Finance Luxembourg
Notes S.a r.l. The outlook on all entities has been changed to
stable from negative.

RATINGS RATIONALE

The downgrade is prompted by Telenet's announcement that it had
up-streamed a special dividend of EUR1,190 million to its parent
Liberty Global Holding Belgium B.V. (a subsidiary of Liberty Global
plc, Ba3 stable) in Q4 2023. The shareholder distribution was
funded through the issuance of a EUR890 million sustainability
linked term loan, as well as EUR300 million of cash on balance
sheet. The rating agency estimates that the debt issuance and use
of cash for the dividend have increased Telenet's Moody's-adjusted
debt/EBITDA by 0.7x to around 5.4x and its Moody's-adjusted net
debt/EBITDA by 0.9x to around 4.8x. These levels are above the
thresholds for the previous Ba3 rating.

The special dividend followed the company's decision to increase
its reported net leverage target to 4x-5x up from 3.5x-4.5x
previously, post completion of the take-private transaction by
Liberty Global. Reported net leverage stood at 4.1x at the end of
December 2023.

Moody's notes that the cash which was up-streamed to the parent was
used to repay the debt raised to fund the take-private transaction
of Telenet, previously sitting at Liberty Global Belgium Holding's
level. The rating agency had previously stated that it could
downgrade Telenet's rating to B1 should the company's financial
profile weaken on the back of the higher net leverage target.

Moody's forecasts Telenet's revenues to be broadly stable over 2024
before a moderate deterioration in 2025. The rating agency also
estimates company-adjusted EBITDAaL to decline by around 4% in 2024
and by around 1% in 2025. The expected deterioration in 2024 is
largely driven by higher commercial and marketing costs related to
the launch of Telenet's fixed proposition in Wallonia together with
the loss of the MVNO agreement with VOO, fully annualized in 2024.
Reduction in energy costs over the year will not be sufficient to
mitigate the negative impact from these two factors.  

The rating agency estimates Moody's-adjusted leverage to increase
towards 5.5x-5.6x in 2024-2025 from 5.4x in 2023 as operating
performance remains weak. In terms of Moody's-adjusted CFO/debt,
overall levels should remain broadly unchanged at around 14% over
the next 24 months, stable versus 2023.

Telenet's CFR is supported by the company's: (1) position as one of
the leading operators in the Belgian telecom market, with a strong
presence in Flanders; (2) well-defined fibre strategy after the
agreement with Fluvius System Operator CV (Fluvius, A3 stable) to
merge their fixed network assets; (3) wholesale agreement with
Orange Belgium (a subsidiary of Orange, Baa1 positive) to provide
broadband coverage across Wallonia; and (4) good liquidity,
supported by a long-dated maturity profile and undrawn credit
facilities.

However, Telenet's rating is constrained by: (1) its more
aggressive financial policy after the take-private by Liberty
Global, as evidenced by the recent debt pushdown; (2) its weak
EBITDA trajectory through 2025 under Moody's current expectations;
(3) its large capital spending requirements to fund the full fibre
upgrade, although potential cooperation agreements might partially
mitigate this risk; and (4) potential for competition to increase
substantially once the new operator enters the market.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Telenet's CIS-3 indicates that ESG considerations have a limited
impact on the current rating. This reflects social risks, including
industrywide exposure to customer data security and privacy, but
also pressure on its video segment, as well as governance risks,
reflecting the company's appetite for leverage, together with its
concentrated shareholder structure.

LIQUIDITY

Telenet benefits from a good liquidity profile, supported by EUR823
million in cash and cash equivalents as of December 31, 2023,
access to three revolving credit facilities, currently undrawn, for
a total of EUR620 million due 2026 (EUR50 million) and 2029 (EUR570
million), respectively, as well as a EUR25 million overdraft
facility due 2024. Telenet's liquidity profile also benefits from a
long-dated maturity profile with floating rate debt fully swapped
to maturity.

Telenet's high cash balance could reduce further after the
shareholder distribution completed in Q4 2023, as an additional
portion could be up-streamed to the parent company Liberty Global.

STRUCTURAL CONSIDERATIONS

Telenet's B1-PD probability of default rating is at the same level
as the CFR, reflecting the expected recovery rate of 50% that
Moody's typically assume for a capital structure that consists of a
mix of bank debt and bonds.

The senior secured bank credit facilities and the senior secured
notes are both rated B1, in line with the CFR. The senior secured
bank credit facilities benefit from first-ranking security over
shareholder loans in the Telenet group and over the shares of the
borrowers and guarantors, as well as from upstream guarantees from
subsidiaries accounting for at least 80% of group consolidated
EBITDA (excluding EBITDA attributable to any joint venture).

RATIONALE FOR STABLE OUTLOOK

The stable outlook on Telenet's rating reflects Moody's expectation
that the company's EBITDA will decline in the mid-single digit
percentages over 2024 before a broad stabilization in 2025. This is
likely to lead to Moody's-adjusted leverage and Moody's-adjusted
CFO/debt remaining well within the thresholds set for the current
B1 rating.

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

Upward rating pressure could develop if Telenet: (1) improves its
operating performance meaningfully; (2) demonstrates a clear
commitment to maintaining its Moody's-adjusted gross debt/EBITDA
below 4.75x on a sustained basis; (3) increases its
Moody's-adjusted cash flow from operations (CFO)/debt well above
15%; and (4) maintains strong margins.

Downward pressure on Telenet's ratings could intensify if: (1)
there is a further deterioration in the company's operating
performance, on the back of, for instance, the entrance of a new
operator in the market; (2) its business profile weakens, as in the
case of a potential network separation; (3) the company's
Moody's-adjusted gross debt/EBITDA exceeds 5.75x, particularly if
it is not sufficiently balanced by cash on balance sheet, on a
sustained basis; and (4) its Moody's-adjusted CFO/debt falls below
10% and FCF (after capital spending and dividends) deteriorates
further.

LIST OF AFFECTED RATINGS

Issuer: Telenet Group Holding NV

Outlook Actions:

Outlook, Changed To Stable From Negative

Downgrades:

Probability of Default Rating, Downgraded to B1-PD from Ba3-PD

LT Corporate Family Rating (Foreign Currency), Downgraded to B1
from Ba3

Issuer: Telenet Finance Luxembourg Notes S.a r.l.

Outlook Actions:

Outlook, Changed To Stable From Negative

Downgrades:

Senior Secured Regular Bond/Debenture (Foreign Currency),
Downgraded to B1 from Ba3

Senior Secured Regular Bond/Debenture (Local Currency), Downgraded
to B1 from Ba3

Issuer: Telenet Financing USD LLC

Outlook Actions:

Outlook, Changed To Stable From Negative

Downgrades:

BACKED Senior Secured Bank Credit Facility (Local Currency),
Downgraded to B1 from Ba3

Issuer: Telenet International Finance S.ar.l.

Outlook Actions:

Outlook, Changed To Stable From Negative

Downgrades:

BACKED Senior Secured Bank Credit Facility (Local Currency),
Downgraded to B1 from Ba3

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was
Telecommunications Service Providers published in November 2023.

COMPANY PROFILE

Headquartered in Mechelen, Belgium, Telenet Group Holding NV is a
provider of broadband and mobile communications services
predominantly in Belgium but also in Luxembourg. Telenet generated
revenue of EUR2,855 million and company-adjusted EBITDA of EUR1,373
million over 2023. Telenet is fully owned by Liberty Global.




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C Z E C H   R E P U B L I C
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ENERGO-PRO AS: S&P Upgrades ICR to 'BB-', Outlook Stable
--------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Energo-Pro A. S. (EPas) to 'BB-' from 'B+'.

S&P said, "The stable outlook indicates that we expect EPas to
report FFO to net debt of about 20% over 2024-2026 and to continue
smoothly integrating its new assets while benefitting from
diversification in its generation base.

"Our view of EPas' business has improved with the integration of
Turkish Alpaslan-2 (ALP2) and Spanish Xeal. We believe that EPas'
continuous expansion over the last few years, as well as the
feed-in tariff under which ALP2 operates are positive for EPas'
business risk profile that we now assess as fair. We view
positively that EPas' installed capacity increased to 1.3 GW from
0.8 GW, as well as that its geographical diversification improved
from the integration of these two generation assets.

"In January 2024, DK Holding Investments (DKHI), EPas' parent,
transferred full ownership of ALP2 to EPas. We expect this will
contribute EUR50 million-EUR55 million EBITDA annually
(corresponding to about 15% of EPas' total EBITDA). We think the
contracted earnings from ALP2 are predictable.

"In fourth quarter 2023, Energo-Pro acquired Xeal, with a portfolio
of 10 hydro power plants in Galicia (Spain) and two ferroalloy
plants. We expect it will generate about EUR30 million-EUR40
million EBITDA annually over 2024-2026 and EUR20 million-EUR30
million after (corresponding to about 10% of EPas' total EBITDA).
These assets are in the rainiest region of Spain, which reduces the
volume risk typically associated with hydro generation.

"We now expect about 60% of EPas' EBITDA will be unregulated,
partly exposed to hydro volume and power prices although offset by
geographical diversification, strong EBITDA margin (around 75% on
average across countries), as well as Turkish feed-in tariffs and
partially regulated generation in Georgia. We expect generation
activities in Bulgaria, Georgia, Spain, and Turkiye to generate
about 60% of EPas' EBITDA over 2024-2026." This is a shift toward
more volatile activities as EPas' assets are fully exposed to
weather conditions through hydro volumes, foreign exchange risks,
as well as power price exposures, although each market has
different fundamentals:

-- Bulgarian and Spanish generation are fully exposed to market
prices as electricity is sold on the intraday or day ahead markets.
In Bulgaria, EPas also benefits from bilateral contracts with the
supply business.

-- In Georgia, about 50% of generation was regulated as of
year-end 2023, although we expect full liberalization of the assets
by end 2026, after which 100% of assets will sell electricity at
market price. S&P views this positively for EPas' financials as the
regulated price is fixed at about 4x-5x below market price. S&P
therefore expects the market liberalization to improve EPas'
financials.

-- In Turkiye, S&P views positively the feed-in tariffs under
which the newly transferred ALP2 operates. The YEKDEM tariff for
ALP2 is set at $73 per megawatt hour (/MWh) until 2030 and ALP2
also benefits from a local bonus of $13/MWh until end 2025.

S&P said, "We view positively EPas' high EBITDA margins for
generation businesses in its respective countries with an average
of 74% in Bulgaria, 85% in Georgia, 70% in Spain, and 78% in
Turkiye, stemming from the relatively modern and low-cost
generation asset base. In addition, it requires little investment
over 2024-2026, which supports our view of EPas' operational
efficiency.

"Our view of EPas' fair business risk profile is also supported by
the remaining 40% of EBITDA coming from regulated activities in
Bulgaria and Georgia. We expect about 40% of EPas' EBITDA to come
from regulated activities, including regulated distribution and
supply in Bulgaria (25%) and in Georgia (15%), which will provide
cash flow stability over 2024-2026."

-- In Bulgaria, electricity distribution activities are regulated
under a framework that S&P views as quite sensitive to the risk of
political intervention. Nonetheless, S&P believes EPas' ability to
recover incurred costs annually through tariff adjustments and its
good relationship with the regulator compensate for the political
risk surrounding Bulgarian regulated activities.

-- In Georgia, electricity distribution activities are regulated
under a framework that S&P views as quite supportive, with an
already approved tariff adjustment in 2024 following
overperformance in 2021-2023.

S&P said, "We expect EBITDA to remain between EUR300 million-EUR320
million annually and FFO to debt at about 20%. Over our forecast
period we anticipate that power prices will stabilize at around
EUR100/MWh which, combined with newly integrated assets, should
enable EPas to sustainably report EBITDA at EUR300 million-EUR320
million annually. Higher interest costs following the October 2023
issuance of a $300 million bond with an 11% coupon and much higher
taxes (about 5x more than previous forecasts) will pressure FFO
toward EUR150 million-EUR170 million over 2024-2026, down from the
EUR200 million-EUR215 million we previously expected. Upon annual
positive discretionary cash flow reaching about EUR70 million over
2025-2026, we expect our adjusted debt to reach EUR750
million-EUR800 million by 2026 from EUR673.8 million in 2022.
Following our improvement of EPas' business risk profile to fair
from weak, we now net the debt with cash in our S&P Global
Ratings-adjusted debt calculation (debt stands at EUR754.4 million
without netting the cash in 2022). This translates into FFO to debt
at 19.5%-20% over 2024-2026.

"We continue to view EPas as a core subsidiary of DKHI. EPas
represents about 90% of DKHI's EBITDA over 2024-2026 following its
integration of Alpaslan 2; the remaining 10% mostly comes from
DKHI's other Turkish Hydro Power Plant Karakurt. We understand
EPas' dividends to DKHI will fund debt service, although they could
be restricted should EPas breach its covenant of 4.5x net debt to
EBITDA. We view EPas as a core subsidiary of DKHI and align the
rating with the 'bb-' group credit profile. We expect DKHI's FFO to
debt to also remain above 20% over our forecast period.

"The stable outlook reflects our view that the newly integrated
assets within EPas' scope will improve the business diversification
while also enabling EPas' FFO to debt to remain around 20% on
average upon power price stabilization over 2024-2025.

"There is currently limited headroom at the current rating level.
We could downgrade EPas if FFO to debt fails to remain around 20%
on average, which could occur should the group experience
higher-than-expected earnings volatility (for example from poor
hydro conditions, lower power prices, or adverse fluctuation in
exchange rates) or should it face negative implications from
unexpected acquisitions."

An upgrade would depend on FFO to debt remaining sustainably above
25% in times of stabilized power prices.




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F R A N C E
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FNAC DARTY: S&P Affirms 'BB+' Ratings, Outlook Negative
-------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' ratings on FNAC Darty and its
senior unsecured bond.

S&P said, "The negative outlook continues to reflects our view that
Fnac's operating performance is susceptible to a sluggish consumer
environment and potential disruptions in the supply chain, although
we think its proactive cost and working capital management should
protect profitability and free cash flow from material
deterioration."

Although difficult trading conditions in France and a generally
challenging macroeconomic environment caused FNAC Darty's revenue
to decline 0.9% in 2023, the company's EBITDA margin, of about 6.3%
as adjusted by S&P Global Ratings, was only slightly lower than our
expectations, and free operating cash flow after leases was about
EUR 20 million more than S&P's expectations, thanks to cost
reduction plans and a better management of inventory.

Fnac's 2023 reported revenue showed resilience to the difficult
operating conditions that will persist in 2024. Reported revenue
declined only by 0.9% in 2023, compared to S&P's expectations of a
1.2% contraction, while the French consumer retail market declined
by about 4.3%, according to Banque de France. Fnac outperformed its
reference market thanks to the company's premium placement in all
categories, diverse editorial products and other services, and its
omnichannel positioning that combines a profitable online platform
with attractive store locations. Sales volumes of consumer
electronics and domestic appliances declined significantly,
however, and price increases did not compensate for the lost
revenue. This points to markedly less consumer discretionary
spending and a wobbling French residential real estate
market--conditions we think will carry into at least the first half
of 2024. As a result, S&P's forecast flat revenue for the group in
2024, before an increase of about 2% in 2025, supported by the
group's continued focus on premium products and growth in
services.

Although passing through inflationary pressure to consumers and
Fnac's cost-efficiency plans upheld stable EBITDA margins in 2023,
uncertainty around the consumer environment in the second half of
2024 clouds earnings visibility. S&P said, "S&P Global
Ratings-adjusted EBITDA margin stood at about 6.3% in 2023, versus
the 7.0% we had anticipated. Cost-saving initiatives and the
ability to fully pass through inflationary pressure to consumers
protected Fnac's profitability from a steeper decline, and we
expect the company will continue to employ these measures.
Consequently, we forecast an EBITDA margin at about 6.6% in 2024,
before it normalizes at 7.0% in 2025. Nevertheless, Fnac's
operating model remains highly dependent on the key trading
periods. This becomes clear in the second half of the
year--particularly around Black Friday and the winter gift-giving
season--when the company generates a large portion of its full-year
EBITDA. So even though inflationary pressure should ease this year,
Fnac remains exposed to a potential dip in trading levels that
might cause a rapid underperformance against our base case."

S&P said, "Thanks to a better-than-expected working capital
management, Fnac's free operating cash flow (FOCF) after leases
overperformed our expectations and built a strong liquidity
position at year-end. Fnac improved its inventory management over
2023 and returned to a normalized inventory position at year-end,
after facing excess inventory in 2022. Also, the company started a
factoring program for about EUR 40 million with a financial partner
to anticipate the payment of receivables from franchisees. While we
considering factoring akin to financial debt and we adjust
accordingly in our debt metrics, these dynamics favored the
company's working capital change, leading to end-2023 FOCF after
leases of EUR142 million, versus our previous expectation of about
EUR120 million. Furthermore, the company's liquidity position
counted on EUR1.1 billion of cash at end-2023 and a EUR500 million
undrawn revolving credit facility (RCF), underpinning the rating."
Moreover, the Supreme Court in London ruled in favor of Fnac in the
case related to the liquidation of Comet UK, with the company
receiving EUR100 million last year and the remaining EUR40 million
set to reach Fnac before the end first-half 2024.

A stronger financial policy commitment supports the company's
current credit quality, although uncertainty remains around Vesa
Equity Investments' intentions with the board of directors. Fnac's
management recently committed to a net leverage target of about
1.5x at year-end for the coming three years. S&P said, "This
financial policy aligns with what we consider supportive of the
current 'BB+' long-term issuer credit rating on Fnac, but there are
still questions around the direction Vesa may take with the board.
Currently, Vesa does not have any representatives on Fnac's board
even though it is the majority shareholder with a 29.9%
participation. We do not know whether Vesa's presence on the board
would lead to a different financial policy."

S&P said, "The negative outlook reflects our expectation that
weaker consumer demand and potential disruptions on Fnac's supply
chains will further strain the company's operating performance.
That said, we assume that proactive management of its cost base and
a working capital should prevent further credit metric erosion."

S&P could lower the rating if weaker-than-expected operating
performance results in:

-- Reported FOCF after leases below EUR100 million;

-- S&P Global Ratings-adjusted EBITDA margin deteriorating
structurally below 7%;

-- Adjusted debt to EBITDA exceeding 2x over a sustained period;
or

-- Adjusted funds from operations (FFO) to debt declining below
35%.

This could stem from continued strains on consumer discretionary
spending amid a very competitive landscape, or any direct
substantial impact from global supply chain disruptions due to
geopolitical tensions. A downgrade could also arise from a more
aggressive financial policy than we anticipate, that cuts into the
group's cash balance and credit metrics.

S&P could revise the outlook to stable if Fnac delivers:

-- Reported FOCF after leases recovers durably to more than EUR100
million per year,

-- A sustainable recovery of adjusted debt to EBITDA to below 2x,
and

-- Adjusted EBITDA margin above 7% or substantial absolute EBITDA
growth.


NEXANS SA: S&P Affirms 'BB+/B' ICRs & Alters Outlook to Stable
--------------------------------------------------------------
S&P Global Ratings revised its outlook on French cable manufacturer
Nexans S.A to stable from positive and affirmed its 'BB+/B' issuer
credit ratings. S&P also affirmed its 'BB+' issue rating on Nexans'
senior unsecured notes; the recovery rating remains unchanged at
'3', indicating 65% recovery prospects (rounded estimate) in the
event of a default.

The stable outlook on Nexans reflects S&P's expectation that the
company's adjusted EBITDA margins will remain at or above 7%, while
S&P Global adjusted FFO to debt will quickly return to about 45% in
2025 as the company focuses on strengthening its balance sheet
after the acquisition of La Triveneta Cavi.

Italy-based low and medium voltage cable manufacturer La Triveneta
Cavi will strengthen Nexans' low voltage portfolio and offer
positive free operating cash flows (FOCF). S&P said, "Based on the
limited information available, we understand that La Triveneta Cavi
achieved sales of about EUR800 million in 2023 and we anticipate
that the target will be EBITDA margin accretive for Nexans. In
addition, based on company's disclosure, about 90% of La Triveneta
Cavi sales are on low-voltage cable for various applications. The
remaining 10% is medium voltage on solar. In addition, typically
the low voltage cable business presents a cash flow profile that is
relatively more stable and predictable than the high-voltage
project business, whose cash flow dynamics are relatively more
exposed to the advance payment and thereby lumpy. This will offer
some additional diversification to Nexans' cash generation, in our
view. As a result, while we see the acquisition as incrementally
positive for Nexans' business risk profile, Nexans has less
diversification and somewhat lower profitability, mainly because of
its metallurgy business, as well as weaker cash flow generation
than its main European peer, Prysmian SpA."

The acquisition of La Triveneta Cavi will likely temporarily weaken
Nexans' credit metrics. As a result of the acquisition, Nexans' S&P
Global Ratings' pro forma adjusted FFO-to debt-ratio will decline
in 2024 to about 35%-40% when taking into account 12 months
contribution of La Triveneta Cavi in Nexans' EBITDA, from 52.7% in
2023 and 77.1% in 2022. S&P said, "We anticipate that Nexans will
focus on deleveraging in 2024-2025, through net debt reduction and
EBITDA growth, strengthening hereby the company's balance sheet. As
a result, we expect FFO to debt to improve to about 45% by year-end
2025, which is a level that we see commensurate with the 'BB+'
rating."

S&P understands that the final closing of the acquisition could
take place in May or June this year and that the deal is subject to
customary antitrust approvals. The acquisition price has been
secured with a back-up facility that the company expects to
refinance in the market or with bank debt. Nexans' operating
performance continues to improve with S&P Global Ratings-adjusted
EBITDA reaching 7.0% in 2023 and expected to further improve from
2024 as the less profitable project will gradually cease to be
dilutive for its EBITDA.

Nexans' operating performance has improved, thanks to progress made
in its transformation plan. The plan focuses on electrification and
achieving higher and more stable cash flows. Nexans' focus on
markets, driven by secular trends like electrification and
decarbonization, has resulted in higher and more sustainable
margins and cash generation. The group's strategic goal is to
become a pure electrification player, which includes disposing its
nonelectrification business where it has a less competitive
position and reduced pricing power. After delivering strong credit
metrics in 2022, the group continued with good operating
performance in 2023, as evidenced by a solid S&P Global
Ratings-adjusted EBITDA generation of EUR547 million slightly
improving from EUR538 million in 2022, translating in a 7% S&P
Global adjusted EBITDA margin (6.4% in 2022).

FOCF in 2023 was materially supported by advance payments on jumbo
projects, while Nexans' expansionary projects will lead to
materially increased capital expenditure (capex). Similar to other
peers operating in the same sector, Nexans' capacity expansion
plans have significantly increased the company's capex profile over
the last couple of years and especially in 2023 and we expect
noteworthy capex investments in 2024. In 2023, Nexans invested
EUR377 million in capex representing 4.8% of sales. S&P said, "For
2024 we currently anticipate capex at about EUR370 million (4.3% of
sales). This compares with EUR298 million in 2022 (3.6% of sales)
and EUR206 million (2.8% as a percentage of sales) in 2021. In
2025, the company's capacity expansion, mainly related to the new
submarine vessel should be completed. Hereafter, we anticipate a
normalization of capex at about EUR300 million per year. Nexans
reported working capital inflows of EUR263 million in 2023, up from
EUR103 million in 2022, and the company's S&P Global
Ratings-adjusted FOCF reached EUR158 million in 2023. In our base
case for 2024, we forecast somewhat lower FOCF of about EUR100
million-EUR150 million, mainly due to increasing interest costs,
still elevated capex, and significantly lower working capital
inflows."

S&P said, "The stable outlook on Nexans reflects our expectation
that the company's adjusted EBITDA margins will remain at or above
7% while S&P Global Ratings-adjusted FFO to debt will quickly
return to sustainably above 45% in 2025 as the company continues to
focus on strengthening its balance sheet after the acquisition of
La Triveneta Cavi.

"We could downgrade Nexans if the company encounters major hiccups
in delivering its projects, affecting both its level of
profitability and cash generation, or if Nexans privileges further
material debt-funded acquisitions. Under such scenarios we would
likely see its FFO to debt to decrease to sustainably below 30%."

Positive rating pressure could materialize if the company
strengthens its balance sheet and profitability profile so that it
can sustain under any market circumstances a S&P Global Ratings
adjusted FFO to debt of well above 45%. An upgrade will also hinge
on company building a positive track record in keeping a balance
sheet commensurate with an investment grade rating.




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K A Z A K H S T A N
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SAMRUK-KAZYNA INVEST: Fitch Lowers LongTerm IDRs to 'BB'
--------------------------------------------------------
Fitch Ratings has downgraded Samruk-Kazyna Invest LLP's (SKI)
Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs)
to 'BB' from 'BB+'. The Outlook is Stable. The ratings have been
removed from Under Criteria Observation.

The downgrade follows the publication of Fitch's updated
Government-Related Entities (GRE) Rating Criteria on January 12,
2024 and is driven by the revision of its rating approach for SKI
under the new notching matrix in the updated criteria.

SKI's GRE support score was revised to 20 from 30, due to a
reassessment of the 'precedents of support' to 'Strong' from 'Very
Strong' support track record and 'contagion risk' to 'n.a.' from
'Moderate' financial implications of default under the previous
criteria. The Standalone Credit Profile (SCP) assessment remains
unchanged at 'b'.

KEY RATING DRIVERS

Support Score Assessment 'Strong expectations'

Fitch sees strong extraordinary support from Kazakhstan to SKI, as
underlined in a support score of 20 (out of a maximum 60) under
Fitch's GRE Criteria. This reflects a combination of
'responsibility to support' and 'incentive to support' assessments
as below.

Responsibility to Support

Decision Making and Oversight 'Strong'

Fitch views SKI as a public-mission GRE ultimately owned by the
state via its sole parent Sovereign Wealth Fund Samruk-Kazyna JSC
(SK). SKI is tasked with equity-investment market development and
national economic diversification. The state controls SKI via SK's
corporate governance and appointment of the subsidiary's
supervisory council, which approves its key management decisions
and financial statements.

In line with the national legislation, SKI is subject to
bankruptcy. However, its links to the government underpin Fitch's
expectations of liability transfer to the state or its appointed
agent to prevent a default.

Precedents of Support 'Strong'

SKI benefits from funding obtained from SK, including equity
injections and debt purchase to cover mandated activities - equity
investments in renewable energy, agribusinesses and processing
industry and debt-funded operations on the capital market.

Fitch expects quasi-state resources to remain the dominant funding
for SKI's policy-driven activities over the medium term, but SKI's
'b' SCP limits its assessment of precedents of support to 'Strong'.
Departure from state funding in favour of market funding would lead
to a downward reassessment of its support record.

Incentives to Support

Preservation of Government Policy Role 'Strong'

A SKI default would temporarily endanger the government's economic
diversification investment programmes and undermine its efforts to
develop a private-equity infrastructure in Kazakhstan. SKI invests
in projects in targeted sectors aimed at diversifying the national
economy and to promote the development of private equity-investment
infrastructure. Given their political sensitivities, Fitch sees
significant repercussions for the sovereign if these services are
brought to a halt by a SKI default.

Contagion Risk 'n/a'

Fitch sees 'Low' contagion risk from a SKI default with limited
impact on Kazakhstan's or other national GREs' borrowing capacity.
As a result, this has no impact on its overall support assessment.

Fitch assesses SKI's SCP at 'b' under its Non-Bank Financial
Institutions Rating Criteria. This reflects weak performance
stemming from significantly volatile asset valuations, large and
increasing appetite for both market and credit risks, sizable new
investments with limited transparency and a lack of record on
successful exits from investments. The SCP is also constrained by
concentration and volatility in SKI's business model as an
investment arm of SK.

SKI's assets include direct investments, bonds and also ETF
investments, which are conducted through a subsidiary, Bolashaq
Investments (Bolashaq), created in 2019.

SKI's performance in 2022 (the latest available consolidated
financial statement) was weak with a net operating loss of KZT13.4
billion, which included a one-off loss of KZT9.1 billion from early
repayment of borrowings at below-market rates. Operational losses
were also driven by negative revaluation of ETFs. Fitch understands
from management the losses were largely reversed in 2023, helped by
favourable market conditions, but persistently high sensitivity to
market risk constrains its assessment.

SKI's SCP is underpinned by adequate capitalisation and largely
liquid assets (cash: 3%), investment in bond markets (21%) and
investment in ETFs (37%). The company has no outstanding debt at
the standalone level, while all the debt of Bolashaq is US
dollar-denominated, listed on Astana International Exchange but is
held by SK or Kazakh government entities.

Risk Profile:

n/a

Derivation Summary

Fitch classifies SKI as a GRE of Kazakhstan under its GRE Criteria,
despite its indirect state ownership via SK. SKI's support score of
20, together with its 'b' SCP, leads to a bottom-up plus-three
approach and consequently a Long-Term IDR of 'BB' with a Stable
Outlook.

National Ratings

SKI's 'A+(kaz)' National Long-Term Rating is mapped to its
Long-Term Local-Currency IDR.

Issuer Profile

SKI is a state-owned investment company with assets of KZT173
billion in 2021 and 2022.

Liquidity and Debt Structure

SKI's debt totalled USD369 million (KZT96.5 billion at fair value)
at end-2022, all issued by Boloshaq, and is solely composed of
local unsecured bonds.

SKI's interim liquidity position is robust, underpinned by the
liquid nature of its market investments. The only near-term
maturity is a USD28 million bond (in 2024) currently held by a
related party. At end-2022 cash and cash equivalents dropped to
KZT5.6 billion from 2021's KZT34.8 billion, due to accumulated
year-end losses. Its cash position improved slightly to around KZT8
billion at end-9M23.

RATING SENSITIVITIES

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

Changes in SKI's links to the state, leading to a weakening of
support by the sovereign could cause the rating notching to widen
and result in a downgrade.

Negative rating action on Kazakhstan would also be reflected in
SKI's ratings.

A downward revision of the SCP by two notches would lead to a
downgrade.

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

Tighter integration with the government could lead to a narrower
rating gap with the sovereign, resulting in an upgrade.

Positive rating action on the sovereign's IDRs may positively
affect SKI's ratings.

An upward revision of the SCP by three notches would also lead to
an IDR upgrade.

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.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

SKI's IDRs are linked to Kazakhstan's sovereign IDRs.

   Entity/Debt               Rating                  Prior
   -----------               ------                  -----
Samruk-Kazyna
Invest LLP        LT IDR       BB        Downgrade    BB+
                  ST IDR       B         Affirmed     B
                  LC LT IDR    BB        Downgrade    BB+
                  LC ST IDR    B         Affirmed     B
                  Natl LT      A+(kaz)   Downgrade    AA(kaz)




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

PEARLS (NETHERLANDS): S&P Rates New 1st Lien Term Loan Add-ons 'B+'
-------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue and '3' recovery ratings
to the EUR180 million and $125 million fungible add-ons to the
senior secured first-lien term loans to be issued by Pearls
(Netherlands) BidCo B.V. (Caldic). The issue ratings are aligned
with Caldic's already rated first lien senior secured instruments,
maturing 2029, and with S&P's long-term issuer credit rating of
'B+' with a stable outlook.

The rating on the proposed instruments is subject to S&P's review
of the final terms and conditions.

S&P said, "In our view, the proposed transaction would be largely
leverage neutral, since Caldic intends to use the proceeds to
refinance its existing $300 million (EUR271 million) second lien
senior secured term loan, with the remaining proceeds to fund
transaction fees, original issue discount, and liquidity. The
company expects interest savings of about EUR10 million per year
due to an improved margin on the refinanced portion of its debt.

"We continue to view Caldic's rating headroom as fairly limited for
the current 'B+' issuer credit rating. This reflects subdued
pro-forma organic revenue growth over 2023 and consequently
lower-than-expected profits. Our view also accounts for the
on-going merger with Connell, which closed in Q1 2023, and
associated integration costs. Our base case points to non-proforma
adjusted EBITDA of about EUR240 million, down from EUR290
million-310 million in our May 2023 forecast. That should translate
to about 6.5x-7.0x adjusted debt/EBITDA in 2023, which we view as
weak for the current rating. We expect adjusted debt/EBITDA to
recover to about 5.8x-5.9x in 2024 (within the 5x-6x range we view
as commensurate with the rating) as business trading has improved,
since the end of 2023, and due to further integration and synergy
benefits from the merger, over 2024."

Issue Ratings--Recovery Analysis

Key analytical factors

-- The issue and recovery ratings on the EUR155 million RCF and
upsized EUR1.5 billion-equivalent Term Loan B (TLB) are 'B+' and
'3', respectively.

-- The recovery rating is based on recovery prospects of 50%-70%
(rounded estimate 60%) and is supported by limited priority ranking
debt in the form of a factoring facility. It is constrained by the
large amount of pari-passu debt and the potential to add local
facilities and factoring lines in growth-focus jurisdictions.

-- The default year is taken as 2028, based on our guidelines for
a 'B+' rated company.

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

-- S&P values the group as a going concern, given that the merger
with Connell has created one of the largest specialty solutions
providers in a highly fragmented market, and due to its diversified
business profile, the low capital-intensive nature of the business,
and its strong margins.

Simulated default assumptions

-- Year of default: 2028
-- Jurisdiction: The Netherlands
-- Emergence EBITDA: EUR205 million
-- Maintenance capex assumed at 1.0% of sales: EUR15 million
-- Cyclicality adjustment factor of 5%
-- Operational adjustment of +40%
-- Multiple: 5.5x

Simplified waterfall

-- Gross enterprise value: EUR1,127 million

-- Net recovery value for waterfall, after 5% administrative
expenses: EUR1,070 million

-- Total priority debt: EUR29 million

-- Total collateral value available to first-lien debt: EUR1,042
million

-- Total first-lien debt: EUR1,747* million

-- Recovery percent: 50%-70% (rounded estimate: 60%)

*All debt amounts include six months of prepetition interest
accrued. The RCFs are assumed to be 85% drawn.


UNIT4 GROUP: Moody's Affirms 'B3' CFR & Alters Outlook to Positive
------------------------------------------------------------------
Moody's Investors Service changed Unit4 Group Holding B.V.'s (Unit4
or the company) rating outlook to positive from stable.
Concurrently, Moody's affirmed the B3 corporate family rating, the
B3-PD probability of default rating, and B3 ratings of the senior
secured revolving credit facility (RCF) due 2027 and senior secured
term loan B (TLB) due 2028.

RATINGS RATIONALE

The change in outlook to positive from stable balances the strong
performance in 2023, which facilitated improved credit metrics
potentially commensurate with a higher rating, with the need to
establish a track record of sustainable profitability levels and
more clarity in terms of financial policy.

Unit4's performance recovered significantly during 2023. According
to management's preliminary financials, revenue grew around 7% to
EUR417 million and, more significantly, Moody's-adjusted EBITDA
improved 60% to EUR125 million, a clear step-up from 2022 when
Moody's-adjusted EBITDA was EUR78 million due to staffing issues
and lower than expected licence sales. As a consequence, credit
metrics have improved to within the expectations for a higher
rating, with Moody's-adjusted leverage below 5.5x and
Moody's-adjusted free cash flow (FCF) / debt at 6.8%.

However, establishing a track record of at least sustaining 2023
profitability levels is important for further positive rating
action, as Unit4's performance has historically been volatile and
exceptional items high. Additionally, more clarity in terms of
financial policy is important, in particular given the
pay-if-you-want (PIYW) notes outside of the restricted group that
increase the risk of an increase in leverage at the restricted
group and could add over 2.0x to Unit4's restricted group
leverage.

Unit4's good position in the midmarket segment of its core
geographies; high switching costs and relatively low customer
churn; significant recurring maintenance and cloud-based
software-as-a-service (SaaS) subscription fees, which improves
revenue visibility; and strong growth in demand for the company's
cloud solutions, which is likely to continue to offset declining
revenue trends in legacy product lines, all support its B3 CFR.
However, Unit4's small size and limited geographical and product
line diversification; strong competition in core markets and the
company's significant exposure to midmarket customers; and
aggressive financial policy, constrain the rating.

RATING OUTLOOK

Unit4's positive rating outlook reflects Moody's expectation that
upward rating pressure could build over the next 12 to 18 months if
the company develops a track record of maintaining credit metrics
in line with the expectations for a higher rating for a sustained
period. The outlook also incorporates Moody's assumption that there
will be no significant increase in leverage from any future
debt-funded acquisitions or shareholder distributions, and that the
company will maintain adequate liquidity.

LIQUIDITY

Unit4's liquidity is adequate, supported by EUR66 million of cash
on balance sheet as of year-end 2023, a fully undrawn EUR100
million revolving credit facility (RCF), and Moody's projections of
positive Moody's-adjusted FCF. Moody's expect the company to
maintain significant capacity against the springing senior secured
net leverage covenant, which is tested when the RCF is drawn by
more than 40%.

STRUCTURAL CONSIDERATIONS

The capital structure includes a EUR675 million senior secured Term
Loan B due in 2028, as well as a EUR100 million senior secured RCF
due in 2027. The security package provided to senior secured
lenders is ultimately limited to pledges over shares, bank accounts
and intercompany receivables. The B3 rating on the senior secured
Term Loan B and senior secured RCF are in line with the CFR,
reflecting the fact that they are the only material financial debt
instruments in the capital structure. The B3-PD probability of
default rating is at the same level as the CFR, reflecting Moody's
assumption of a 50% family recovery rate used for transactions
involving senior secured debt facilities with limited security and
a springing financial maintenance covenant.

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

Positive rating pressure could develop if Unit4 establishes a track
record of sustainable revenue and EBITDA growth, such that its
Moody's-adjusted leverage continues well below 6.0x;
Moody's-adjusted FCF/debt remains above 5%; and Moody's-adjusted
(EBITDA-capital expenditures) / interest expense remains above
2.0x, all on a sustained basis. An expectation that any potential
refinancing of the PIYW notes or cash payment on these notes
(currently outside of the restricted group) would still result in
pro forma metrics commensurate with a higher rating is also an
important consideration. Any positive rating action would also
depend on the company maintaining adequate liquidity.

Conversely, negative rating pressure could develop if the company's
revenue and EBITDA growth is weaker than expected such that
Moody's-adjusted leverage (R&D capitalised) weakens to above 7.5x;
Moody's-adjusted FCF turns negative, or Moody's-adjusted (EBITDA
– capital expenditures)/ interest expenses is below 1.3x, all on
a sustained basis; or if liquidity deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Software
published in June 2022.

COMPANY PROFILE

Unit4 is an enterprise resource planning (ERP) software and
standalone financial management systems (FMS) vendor catering to
midmarket companies with 1,000-10,000 employees and public sector
organisations. Its products are focused on applications such as
finance, procurement, projects, payroll and human resources (HR).
Headquartered in the Netherlands, Unit4 operates in 25 countries
and employs around 2,500 people. The company generated around
EUR417 million of revenue and company-adjusted EBITDA of EUR145
million (including IFRS15/16 adjustments) during the fiscal year
that ended in December 2023.




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

PROVINCE OF LA RIOJA: S&P Lowers ICR to 'CC', Outlook Negative
--------------------------------------------------------------

S&P Global Ratings, on Feb. 27, 2024, lowered its long-term issuer
credit and issue-level ratings on the province of La Rioja to 'CC'
from 'CCC-'. The outlook is negative.

Outlook

The negative outlook reflects S&P's view that a default on the
province's foreign-currency debt is virtually inevitable. This
stems from La Rioja's severe financial and economic woes, along
with its public intention to restructure its international bond due
2028.

Downside scenario

S&P would lower the ratings on La Rioja to selective default (SD)
if it fails to service its debt before the end of grace period or
upon the completion of the announced debt restructuring, which it
would most likely consider as distressed and tantamount to
default.

Upside scenario

S&P said, "We will raise our ratings on the province following the
completion of a debt restructuring. Post-restructuring ratings tend
to be in the 'CCC' or low 'B' categories, reflecting the resulting
debt structure, and the issuer's forward-looking capacity and
willingness to service that debt, which among other factors,
includes macroeconomic prospects and potential access to capital
markets. However, the 'CCC-' transfer and convertibility assessment
of Argentina constitutes a rating cap on Argentine provinces."

Rationale

S&P's 'CC' ratings on La Rioja reflect its view of a virtual
certainty of default, either in the form of failure of servicing
its debt within the grace period or completing a distressed debt
exchange in the next few months.

A combination of factors led to the steep deterioration of the
province's budgetary performance and liquidity, which caused the
announcement of non-payment.

La Rioja depends heavily on transfers from the central government,
at about 90% of its total revenue. The shrinking of the personal
income tax base, approved by Congress in September 2023, has
reduced the sharable tax revenue and automatic transfers to the
province. As part of its consolidation efforts, the central
government cut non-automatic transfers to provinces to almost zero.
La Rioja is the most exposed province to these transfers, which
represent about 20% of its total revenue. As a result, S&P expects
the province's real revenue to plummet in 2024 compared with the
2023 level.

In addition, the sharp depreciation of the official exchange rate
to the level more consistent with those of the market has increased
the cost of debt payments relative to revenue denominated in
Argentine pesos.

Persistently high inflation in Argentina has led to more frequent
public-worker salary revisions, reducing a key source for fiscal
flexibility that La Rioja and other Argentine provinces have
enjoyed over the last couple of years. In addition, the province
hasn't presented an expenditure rationalization plan to meet its
new revenue structure.

La Rioja issued the international bond to finance the construction
of a wind energy park. But its construction hasn't been completed.
Moreover, La Rioja already acknowledged that that the park's
expected cash flow won't be sufficient to service the current terms
and conditions of the international bond, as originally expected.

As a result, on Feb. 26, 2024, the province announced that it won't
make a debt service payment of $26.3 million, due on the same day,
on its international bond due 2028. The province entered a
three-day grace period for capital payment and 30-day grace period
for interest. The province also announced that it intends to
restructure the terms and conditions of the bond.

The bond indenture provides a collective action clause (CAC)
threshold of 75% of the bondholders. The likelihood of reaching a
CAC will influence the forward-looking assessment of the province's
creditworthiness, because it would determine future contingent
liability from possible litigation by holdout creditors.

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

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

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

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

  Ratings List

  DOWNGRADED  
                                TO               FROM
   
  LA RIOJA (PROVINCE OF)

   Issuer Credit Rating     CC/Negative/--   CCC-/Negative/--


  LA RIOJA (PROVINCE OF)

   Senior Unsecured             CC               CCC-




=============
U K R A I N E
=============

UKRAINIAN RAILWAYS: S&P Retains 'CCC+' LT Issuer Credit Rating
--------------------------------------------------------------
S&P Global Ratings retained its ratings on Ukrainian Railways JSC
(UR), including its 'CCC+' long-term issuer credit rating, remain
unchanged following the assignment of the new M&G assessment.

S&P assigned a new M&G modifier assessment of negative to UR. The
action follows the revision to its criteria for evaluating the
credit risks presented by an entity's management and governance
framework. The terms management and governance encompass the broad
range of oversight and direction conducted by an entity's owners,
board representatives, and executive managers. These activities and
practices can affect an entity's creditworthiness and, as such, the
M&G modifier is an important component of our analysis.

S&P said, "Our M&G assessment of negative reflects uncertainties
about UR's operations that result from the war in Ukraine, which,
in our opinion, may expose the company to significant M&G risks.
Our rating on UR remains unchanged because we have already captured
this factor in our comparable rating analysis modifier, which we
now assess as neutral."

The beginning of the full-scale war in Ukraine in 2022 broadened
UR's traditional function as a strategic transporter of essential
goods. Now, UR also plays a crucial role in transporting refugees,
military ordnance, and humanitarian aid. UR's operations suffered
military action, including bomb damage and the loss of assets that
are under the control of Russian troops, notably in east and south
Ukraine. S&P believes UR's corporate decision-making could suffer
in such a high-risk environment if, for example, UR's assets or
employees are exposed to direct security threats or if the
Ukrainian government is required to reallocate UR's
resources--including human, operational, and financial resources as
UR is 100% owned by the government--to meet more urgent needs.

S&P said, "Even though UR's liquidity position and debt service are
manageable over the next 12 months, our 'CCC+' long-term issuer
credit rating remains unchanged as the likelihood of UR absorbing
any high-impact event without refinancing is limited, considering
the current high-risk environment in Ukraine. The completed debt
reprofiling in January 2023 has significantly eased UR's debt
service needs until January 2025, when payments on amended
eurobonds will resume. At the same time, we believe that the war
could complicate access to liquidity and working capital
management."

S&P Global Ratings notes a high degree of uncertainty about the
extent, outcome, and consequences of the Russia-Ukraine war.
Irrespective of the duration of military hostilities, related risks
are likely to remain in place for some time. As the situation
evolves, S&P will update its assumptions and estimates
accordingly.

S&P said, "The negative outlook reflects our view that the effects
of the war on UR's operations and liquidity may weaken the
company's ability to stay current on its debt. We continue to
monitor the risk of further damage to UR's assets resulting from
the war.

"We could lower our rating on UR in the event of increased default
risk over the next 12 months. This could occur if the operating
environment remains challenging and uncertain because of the war,
reducing UR's ability to generate cash flows to repay its financial
obligations.

"We see ratings upside as unlikely over the next 12 months.
However, we could revise the outlook to stable if we saw a recovery
in cash flow generation and a sustainable liquidity position on the
back of an improved security environment in Ukraine."




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

BAWTRY CARBON: Bought Out of Administration by Watling
------------------------------------------------------
Darren Burke at Doncaster Free Press reports that Bawtry Carbon,
which went out of business in January, has been acquired by Watling
Real Estate for an undisclosed sum on behalf of private clients.

The site was formerly a brickworks but was more recently the
premises of the firm which manufactured carbon cathode blocks for
the aluminium smelting sector for more than 50 years.

The business was placed into administration on Jan. 31 this year
with the loss of more than 100 jobs after efforts to sell the
business failed, Doncaster Free Press relates.

According to Doncaster Free Press, the new owners have acquired the
entire site, along with Bawtry Carbon's plant and machinery.

The firm blamed the company's collapse on tough economic trading
conditions, the war in Ukraine and the Covid pandemic, Doncaster
Free Press discloses.

Bawtry Carbon had been backed by Enact, a private equity fund,
since 2019 after initially going into administration, Doncaster
Free Press notes.


EVERSFIELD ORGANIC: Enters Administration, Owes Over GBP1.4MM
-------------------------------------------------------------
Business Sale reports that Eversfield Organic Limited fell into
administration after having a winding-petition filed against it by
a creditor on Feb. 19, with Guy Hollander, Adam Harris and Michael
Pallott of Mazars appointed as joint administrators.

In the company's accounts for the year to March 31, 2022, its fixed
assets were valued at GBP997,401 and current assets at GBP1.08
million, Business Sale discloses.  However, the company's debts at
the time left it with net liabilities in excess of GBP1.4 million,
Business Sale notes.

Eversfield Organic Limited is a Devon-based organic grocery
retailer trading as Eversfield Organic & The Organic Butchery.


HOPIN LTD: Enters Liquidation Following Events Platform Sale
------------------------------------------------------------
Jon Robinson at City A.M. reports that tech unicorn Hopin, which
was once worth US$7.75 billion, has entered liquidation less than a
year after it sold off its titular events platform as it moves its
head office to the US.

The London-based company disposed of its technology assets,
customer relationships, engineering and go-to-market talent from
Hopin's Events platform and Session Product in August 2023 to
California-based RingCentral For a reported US$50 million, City
A.M. discloses.

Following the deal, Hopin remained a separate company with a
"vision of building a community suite for creators and
influencers", according to founder Johnny Boufarhat, who stepped
down as CEO, City A.M. notes.

However, a new filing with Companies House has confirmed that Hopin
Limited has entered liquidation, with PwC overseeing the process,
City A.M. relates.

Hopin was founded in 2019 with its success culminating in a US$400
million Series C round in 2021 that left the company with a
valuation of US$7.75 billion, City A.M. recounts.

However, the business struggled after the height of the pandemic
and cut hundreds of jobs, City A.M. states.

Its latest accounts, for the year to January 31, 2022, are overdue
to be filed with Companies House, according to City A.M.


KAT MACONIE: Enters Administration, Owes GBP1.1 Million
-------------------------------------------------------
Business Sale reports that Kat Maconie Limited, a manufacturer of
designer heels and shoes based in Tunbridge Wells, fell into
administration, with David Kemp and Richard Hunt of SFP appointed
as joint administrators.

According to Business Sale, in the company's accounts for the year
to December 31 2022, its fixed assets were valued at GBP138,171 and
current assets at GBP1.4 million, with the company's net
liabilities standing at just short of GBP1.1 million.


LERNEN BIDCO: Moody's Affirms 'B3' CFR, Outlook Remains Stable
--------------------------------------------------------------
Moody's Investors Service has affirmed Lernen Bidco Limited's
("Cognita") B3 corporate family rating and B3-PD probability of
default rating. Concurrently, Moody's has affirmed the B3
instrument ratings of the EUR1.26 billion senior secured term loan
B with maturity in 2029 and the GBP214.5 million senior secured
revolving credit facility (RCF) due 2028. The outlook remains
stable.

RATINGS RATIONALE

The affirmation of Cognita's B3 CFR reflects the group's improved
credit metrics over the past 15 months, on the back of a strong
operating performance and a more balanced financial policy. Based
on the 12 months ended November 30, 2023, Cognita's leverage
measured by the Moody's-adjusted Debt/EBITDA ratio stood at 8.4x.
While this still represents a very high financial leverage, it
represents a sequential decrease compared to the 9.8x recorded in
financial year 2023, ended August 31, 2023, and 12.4x in financial
year 2022.

On the back of organic revenue growth in the high single-digits in
percentage terms and the contribution from recently closed
acquisitions, Moody's forecasts Cognita's revenue to exceed GBP1
billion in financial year 2024 and trend towards GBP1.2 billion in
the year after. Based on a stable or slightly improving
Moody's-adjusted EBITDA margin, which has reached 27.4% in the 12
months period to November 2023, Moody's forecasts Cognita's
leverage to decrease to around 7.0x over the next 12-18 months.

Furthermore, Moody's forecasts Cognita's Moody's-adjusted free cash
flow to break even by financial year-end August 2024, before
becoming substantially positive in the year after. This improvement
is based on the rating agency's expectations of strong EBITDA
growth and gradually decreasing capital spending as key development
projects are reaching completion. While free cash flow is set to
turn positive, Moody's notes that Cognita is required to pay over
GBP200 million of deferred consideration payments related to past
acquisitions in financial years 2024 and 2025, partly already paid
in the first half of financial year 2024, which will likely require
additional funding. Moody's expects shareholders to contribute
additional equity as needed, however, should that not the case it
would likely result in re-leveraging through additional debt.

Cognita's improved credit metrics are also evidence of a more
balanced financial policy compared to the past. While the group
continues to be focused on rapid growth supported by capacity
expansion projects and acquisitions, the funding mix to finance
those has increasingly included fresh equity from shareholders.

For two of the larger acquisitions completed over the last twelve
months, EKI and Dasman in the Middle East for a combined
consideration of over GBP300 million, shareholders have contributed
over GBP200 million of equity. Therefore, these acquisitions had a
positive impact on Cognita's credit metrics considering the limited
amount of new debt raised.

Cognita's B3 CFR further reflects (1) the group's position as an
established operator in the fragmented private-pay K-12 education
market with a geographically diversified portfolio of schools in 16
countries; (2) its good track record of organic revenue and EBITDA
growth through growing student numbers and tuition fee increases
above cost inflation; (3) the good revenue and cash flow visibility
from committed student enrolments; and (4) the barriers to entry
through regulatory requirements, brand reputation and a
purpose-built real-estate portfolio.

Conversely, the CFR is constrained by (1) Cognita's very aggressive
financial policy in the past which has resulted in high financial
leverage, weak interest coverage and free cash flow generation; (2)
the concentration risk within the top ten schools which continue to
account for over half of group EBITDA; (3) the group's reliance on
its academic reputation and brand quality in a highly regulated
environment; and (4) its exposure to changes in the political,
legal and economic environment in emerging markets.

ESG CONSIDERATIONS

Cognita's ratings factor in certain governance considerations such
as the private ownership structure with the majority of shares
owned by Jacobs Holding AG and minority shareholder BDT Capital
Partners and Sofina. The ratings further reflect Cognita's record
of relatively aggressive financial policy which has proven tolerant
of high leverage and a debt-funded growth strategy.

LIQUIDITY ANALYSIS

Moody's considers Cognita's liquidity to be adequate. On November
30, 2023, the group had GBP215 million of cash on balance sheet and
access to its GBP214.5 million revolving credit facility with
maturity in 2028. Moody's understands that around 40% of the cash
balances are held at local operations that in some cases are not
readily available to the wider group, although can be repatriated
via dividends and used to fund local development projects. At the
end of November 2023, Cognita's GBP214.5 million RCF was drawn by
GBP87.4 million, but Moody's expects it to be fully undrawn after
the EUR100 million add-on the group completed in February 2024.

The RCF is subject to a springing net first-lien leverage covenant
set at 7.9x, which is tested when the facility is drawn down for
more than 40%. At the end of November 2023, the company had
sufficient headroom under the covenant and Moody's expects this to
continue to be the case.

STRUCTURAL CONSIDERATIONS

The B3 instrument ratings assigned to the EUR1.26 billion senior
secured first-lien term loan B due 2029 and the pari passu ranking
GBP214.5 million RCF due 2028 rank in line with the B3 CFR,
reflecting the all-senior secured capital structure with limited
other liabilities.

The security package provided to the first-lien lenders is
relatively weak and limited to a pledge over shares, bank accounts
and intercompany receivables, as well as guarantees from operating
companies (80% guarantor test) and a floating charge provided by
the English borrower.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Cognita will
continue to achieve good organic revenue and EBITDA growth and as a
result reduce its financial leverage towards 7.0x over the next
12-18 months. The outlook further assumes that liquidity remains at
least adequate and Cognita will adhere to a more balanced financial
policy.

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

Upward pressure on the rating could develop if Moody's adjusted
Debt/EBITDA sustainably decreases below 7.0x, Free Cash Flow
generation turns positive on a sustainable basis, and liquidity
remains adequate.

Downward pressure on the rating could arise if Cognita is not able
to organically grow its revenue and EBITDA on a sustainable basis,
or Moody's adjusted Debt/EBITDA fails to decrease below 8.0x,
EBITA/Interest Expense declines below 1.0x, or liquidity weakens
with limited availability under the RCF and substantially negative
Free Cash Flows. Any materially negative impact from a change in
any of the group's schools' regulatory approval status could also
pressure the ratings.

PRINCIPAL METHODLOGY

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

CORPORATE PROFILE

Cognita is an established operator in the global private-pay K-12
education market with headquarters in London. The group operates
more than 100 schools across 16 countries in Europe, Asia, North
America, Latin America and the Middle East, offering primary and
secondary private education. Founded in 2004, the group has rapidly
grown through acquisitions and capacity expansion to over 90,000
students enrolled across its institutions.

During the financial year ended August 31, 2023, Cognita generated
GBP858 million of revenue and a company-adjusted EBITDA of around
GBP217 million (before leases). The group is majority-owned by
Jacobs Holding AG with minority shareholders BDT Capital Partners
and Sofina.


RYE DEMOLITION: Falls Into Administration
-----------------------------------------
Grant Prior at Construction Enquirer reports that
Bedfordshire-based Rye Demolition has gone into administration.

According to Construction Enquirer, the specialist is now in the
hands of administrators from Voscap Ltd.

Rye Demolition was established in 2006 by Managing Director Simon
Barlow and has built up a strong reputation across London and the
South East of England.

Latest accounts for the company for the year to April 30 2023 show
a turnover of GBP11.1 million generating a pre-tax profit of
GBP123,413, Construction Enquirer discloses.


STEWART MILNE: Owed GBP153 Million at Time of Collapse
------------------------------------------------------
Grant Prior at Construction Enquirer reports that The Stewart Milne
Group collapsed last month owing suppliers and subcontractors
GBP153 million.

The scale of the firm's debts is revealed in a Companies House
update from administrator Teneo, which shows the house builder also
owed the Bank of Scotland GBP107.9 million, Construction Enquirer
notes.

According to Construction Enquirer, administrator Teneo said so far
1,375 unsecured creditors had come forward but more are expected
despite little chance of them seeing any of their money.

Stewart Milne Group went into administration last month with draft
accounts showing a turnover for the year to October 31, 2023, of
GBP157.8 million generating a pre-tax loss of GBP23.2 million,
Construction Enquirer relates.

The directors had unsuccessfully tried to restructure the firm's
debts in the run-up to administration and had been involved in
long-running attempts to sell the business which saw 50 potential
bidders take a look but no successful offers were made,
Construction Enquirer discloses.


TALKTALK TELECOM: S&P Lowers ICR to 'CCC+' on Refinancing Risk
--------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
U.K. broadband provider TalkTalk Telecom Group Ltd. (TalkTalk) and
its issue rating on its senior secured debt to 'CCC+' from 'B-'.
The '3' recovery rating on the company's senior secured debt is
unchanged, indicating its expectation of 60% (rounded estimate)
recovery in the event of payment default. S&P placed its long-term
issuer credit rating on TalkTalk on CreditWatch with developing
implications.

TalkTalk faces a large maturity wall in February 2025 when its
senior bonds mature.

S&P said, "The CreditWatch placement reflects that we could lower
the ratings further if the company fails to complete the
transaction in the wholesale platform, materially increasing the
risk of a near term default. Conversely, we could raise the ratings
if the transaction is successful, resulting in a refinancing of the
senior debt and at the same time securing additional equity." In
addition, rating upside will be subject to TalkTalk substantially
reducing leverage and our expectation of improving operating
performance paving the path to positive free cash flows.

The CreditWatch placement reflects the risk of a liquidity
shortfall over the next 12 months due to a maturity wall in
February 2025. TalkTalk's liquidity profile has significantly
weakened. The company is now only 12 months or less from the
maturity of its senior secured debt of about GBP1 billion.
Liquidity sources are limited to operating cash of GBP20
million-GBP30 million (after interest as well as payment of leases
and exceptional costs) and minimal cash on balance sheet. S&P said,
"We expect these will be used to fund capital expenditure (capex)
and seasonal working capital swings from the large Openreach
payments made in March and September each year. We understand the
GBP330 million revolving credit facility (RCF) is currently GBP317
million drawn, in part to fund the bi-yearly payments. This RCF,
maturing in November-end 2024, will need to be refinanced."

The proposed transaction by TalkTalk could significantly improve
liquidity and reduce leverage but entails significant execution
risk. S&P said, "We understand TalkTalk has significantly
progressed with the proposed transaction to bring in a partner to
the wholesale platform (PXC). If this transaction completes, we
expect the total proceeds from the partner investment, along with
planned debt issuance, to be more than sufficient to cover all the
company's upcoming refinancing needs, as well as reduce the
leverage. Nevertheless, we see considerable execution risk related
to the proposed transaction, especially as it relies on PXC's
ability to secure third-party debt in the market, along with the
need to extend or repay the GBP385 million payment-in-kind facility
at the level of Toscafund, maturing in June 2026. If this
transaction were to fail, we see a high risk of a near-term
distressed exchange transaction. We could view a distressed
exchange as akin to a default, without sufficient compensation, as
the company is considering reaching out to lenders to extend the
maturities of the existing debt facilities."

S&P said, "We expect TalkTalk will generate negative free cash flow
after leases in fiscal 2024-2025. We anticipate the decline in
subscriber acquisition costs (SAC) and marketing expenses will not
be sufficient to cushion the increase in inflationary pressures.
Operating expenses are forecast to increase, specifically on the
back of wage inflation and Openreach costs. This will result in a
decline in company-reported headline EBITDA to about GBP250
million-GBP260 million in fiscal 2024, from GBP297 million in
fiscal 2023. This, along with continued exceptional costs of GBP35
million, should lead to a cash burn after leases of above GBP100
million in fiscal 2024. The decline in EBITDA will also increase
debt to EBITDA to about 10.0x (after the International Financial
Reporting Standard 16 Ethernet lease add-backs), from 7.1x the
previous fiscal year.

"The CreditWatch with developing implications reflects that we
could lower the ratings further if the company fails to complete
the transaction in the wholesale platform, materially increasing
the risk of a near term default.

"Conversely, we could raise the ratings if the transaction is
successful, resulting in a refinancing of the senior debt and at
the same time securing additional equity. In addition, rating
upside will be subject to TalkTalk substantially reducing leverage,
and our expectation of improving operating performance paving the
path to positive free cash flows.

"We will seek to resolve the CreditWatch placement in the coming
weeks."


TECHNIPFMC PLC: Moody's Alters Outlook on 'Ba1' CFR to Positive
---------------------------------------------------------------
Moody's Investors Service changed TechnipFMC plc's rating outlook
to positive from stable. Concurrently, Moody's affirmed
TechnipFMC's Ba1 Corporate Family Rating, Ba1-PD Probability of
Default Rating and Ba1 rating on its senior unsecured notes due
2026. TechnipFMC's SGL-2 Speculative Grade Liquidity (SGL) rating
remains unchanged. Moody's also affirmed the Not Prime backed
commercial paper rating of FMC Technologies, Inc., a subsidiary of
TechnipFMC.

"TechnipFMC's positive outlook reflects Moody's expectation of
improving credit metrics as the company's earnings should grow
meaningfully into 2025," said Amol Joshi, Moody's Vice President
and Senior Credit Officer.

RATINGS RATIONALE

TechnipFMC's positive outlook reflects Moody's expectation of
improving credit metrics due to growing revenue and earnings. The
company is benefitting from increasing demand in its subsea
business, and it has the ability to generate meaningful free cash
flow. TechnipFMC maintains sizeable cash balances and its balance
sheet debt has decreased significantly since the spin-off of its
Technip Energies business in early 2021.

TechnipFMC's Ba1 CFR reflects its geographic and business
diversification, leading market position in the subsea segment and
a track record of relatively conservative financial policies. The
company has significant exposure to improving offshore drilling and
development activities through its subsea business globally, that
should result in margin expansion. Subsea project backlog provides
revenue visibility and is supported by TechnipFMC's strong
competitive position and its integrated project execution
capabilities. The company can engage with customers earlier in the
development process with integrated front-end engineering design
(FEED) studies, to more cost effectively and efficiently execute
deepwater projects, likely improving overall project economics by
reducing costs for customers through standardization and
technological innovation. TechnipFMC's surface technologies
business' growth prospects will likely remain muted due to capital
discipline exercised by North American exploration & production
companies affecting onshore well completion activity.

Longer term, TechnipFMC will have to contend with potentially
higher costs and regulations and declining future production of oil
and gas that will result from the growing global push to reduce
greenhouse gas emissions.  However, TechnipFMC's reduced debt
level, extensive geographic diversification, leading market
position and competitive cost structure will provide significant
financial capacity to withstand negative credit impacts from carbon
transition risk.

TechnipFMC has a relatively complex capital structure with a
secured revolver, guaranteed unsecured notes and multiple tranches
of other unsecured notes. TechnipFMC's unsecured notes due 2026 are
rated Ba1, consistent with the Ba1 CFR. These unsecured notes
benefit from subsidiary guarantees, providing a structurally
superior claim to TechnipFMC's assets compared to the company's
other unsecured notes, but junior to TechnipFMC's secured revolving
credit facility having first priority claim to certain assets of
the company and its subsidiaries. If the company were to become
investment grade, revolver liens and guarantees will be released,
except that such guarantee may not be released in the event that
there are guarantees on any other indebtedness including the
guaranteed unsecured notes exceeding $75 million. Furthermore,
guarantees associated with the guaranteed unsecured notes may not
be released prior to such notes achieving a Baa2 rating.

TechnipFMC's SGL-2 rating reflects good liquidity. The company had
over $950 million of cash at December 31. TechnipFMC has a $1.25
billion secured revolving credit facility undrawn at September 30
and a separate $500 million secured performance letters of credit
facility, both maturing in April 2028. The revolver has financial
covenants including a maximum First Lien Leverage Ratio of 2.5x,
minimum Interest Coverage Ratio of 3x and a maximum Total Leverage
Ratio of 3.5x. The company should generate meaningful free cash
flow upon satisfying its capital spending needs, supporting its
liquidity. The nearest significant maturity is its EUR200 million
outstanding private placement notes tranche due in June 2025.

The company's large contingent liabilities add to the company's
risk profile as a potential call on liquidity. TechnipFMC enters
into standby letters of credit, performance bonds, surety bonds and
other guarantees with financial institutions for the benefit of its
customers, vendors and other parties. Such commitments and
contingent liabilities totaled roughly $2 billion in maximum
potential undiscounted payments at September 30, 2023, comprised of
$185 million in financial guarantees and $1,793 million of
performance guarantees. The company pays modest dividends, and
Moody's expects TechnipFMC to utilize a portion of its free cash
flow to provide additional shareholder returns in the form of share
repurchases.

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

The ratings could be upgraded if TechnipFMC's Debt to EBITDA is
sustained below 2.5x, its capital structure is simplified, cash
flow grows in an improving oilfield services environment and the
company maintains good liquidity. The ratings could be downgraded
if Debt to EBITDA exceeds 3.5x, liquidity considerably weakens or
TechnipFMC's financial policy changes, such as using significant
amount of debt to provide shareholder payouts.

TechnipFMC plc, headquartered in London, United Kingdom,
manufactures, markets, and services equipment used in the
production of oil and natural gas across two segments: Subsea and
Surface Technologies.



                           *********


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,
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2024.  All rights reserved.  ISSN 1529-2754.

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