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

                          E U R O P E

          Wednesday, April 24, 2024, Vol. 25, No. 83

                           Headlines



F R A N C E

FNAC DARTY: Fitch Puts 'BB+' Final Rating to Sr. Unsecured Notes
RAILCOOP: May Enter Liquidation After Rescue Efforts Failed


G E R M A N Y

HEUBACH GMBH: Files Insolvency Petition in Braunschweig Court
MAHLE GMBH: Moody's Rates New Guaranteed Sr. Unsec. Notes 'Ba2'
MAHLE GMBH: S&P Rates New EUR400MM Senior Unsecured Notes 'BB'


I R E L A N D

CARLYLE EURO 2017-2: Moody's Affirms B3 Rating to EUR13MM E Notes


I T A L Y

EVOCA SPA: Fitch Assigns 'B' Final LongTerm IDR, Outlook Stable
MARCOLIN SPA: S&P Upgrades ICR to 'B' on Continued Deleveraging
OPTICS BIDCO: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable


L U X E M B O U R G

MATADOR BIDCO: S&P Downgrades ICR to 'B+' on Increased Leverage
RADAR TOPCO: Fitch Assigns 'BB-' LongTerm IDR, Outlook Positive


N E T H E R L A N D S

CENTRIENT HOLDING: Moody's Affirms 'B3' CFR, Outlook Now Stable


S P A I N

NH HOTEL: Fitch Hikes LongTerm IDR to 'BB-', Outlook Stable


T U R K E Y

TURKIYE SISE: Moody's Upgrades CFR & Sr. Unsec. Bond Rating to B2
TURKIYE VAKIFLAR: Fitch Assigns 'CCC' Final Rating to AT1 Notes


U N I T E D   K I N G D O M

ALUMINIUM WINDOWS: Enters Administration, Owes GBP1.16 Million
CONCORDE MIDCO: Moody's Affirms 'B3' CFR, Alters Outlook to Pos.
ENTAIN PLC: Moody's Affirms 'Ba1' CFR & Alters Outlook to Negative
GKN HOLDINGS: S&P Affirms Then Withdraws 'BB+' LT ICR
GRANIT CHARTERED: Lack of Commissions Prompts Liquidation

LANES RECOVERY: Goes Into Administration, Owes Creditors GBP2.5MM
LLOYDSPHARMACY: Landlord Raises 'Conflict of Interest' Concerns
MILLER HOMES: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
RICHARDS CARS: Enters Administration, Owes Creditors Over GBP1.2MM
SATUS 2024-1: Moody's Downgrades Rating on Class E Notes to (P)B1


                           - - - - -


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FNAC DARTY: Fitch Puts 'BB+' Final Rating to Sr. Unsecured Notes
----------------------------------------------------------------
Fitch Ratings has assigned FNAC Darty SA's (BB+/Stable) EUR550
million issue of 6% senior notes due 2029 a final long-term rating
of 'BB+' with a Recovery Rating of 'RR4'. The proceeds, together
with outstanding cash, were used to fully repay 2024 bond
maturities and all its outstanding 2026 bonds.

The final rating is in line with the expected rating Fitch assigned
to the notes on 18 March 2024 (see 'Fitch Assigns FNAC Darty's
Planned EUR500 Million Notes 'BB+(EXP)' Rating'), and terms of the
instrument conform to the information already received.

FNAC's 'BB+' Long-Term Issuer Default Rating (IDR) reflects its
leading market position in its core French market, with a
diversified product and format offering, solid omnichannel
capabilities and a large, well-recognised store network nationwide,
creating effective barriers to entry. Fitch's expectation of
continued free cash flow (FCF) generation, which resumed in 2023 as
working capital normalised, supports its financial profile,
together with prospects for deleveraging from 2024.

The group's prudent financial policy, flexibility around management
of operating leases and low execution risk through its franchising
model also support the rating. This is balanced by geographical
concentration, modest scale, a low profit margin compared with many
other omnichannel non-food retailers and weak interest cover for
the rating.

The Stable Outlook is supported by Fitch's view of gradual revenue
recovery in consumer electronics and household appliances demand
from 1H24 in France once consumer confidence gradually improves,
which together with tight cost control, will protect margins.

KEY RATING DRIVERS

Improved Maturities Post-Refinancing: The new EUR550 million notes
will push short- and medium-term bond maturities out to 2029, after
repaying the EUR300 million bonds due in May 2024, and together
with outstanding cash the EUR350 million 2026 bonds. Fitch views
the transaction as an opportunistic refinancing, and despite a
potentially higher interest burden, expects the EBITDAR
fixed-charge cover to remain at 2.1x, broadly in line with its
previous expectations.

Resilient Business Model: Despite a tough market environment in
2023, FNAC showed continued resilience by exhibiting a
like-for-like revenue decline of 1.1% against a 4.3% decline for
the overall French market. Fitch expects the volumes decline in
appliances and electronics to stabilise and gradually recover from
2H24 as consumer spending adjusts to a moderating inflationary
environment.

During the pandemic FNAC's solid omnichannel capabilities limited
pressure on profitability. Exposure to the less cyclical editorial
sector for broadly one-fifth of revenue provides some stability
against more cyclical discretionary demand in certain product
categories in consumer electronics and household appliances.

Good Profitability Despite Inflation: FNAC is focused on the less
commoditised premium retailing sector, which allows it to protect
gross margins from inflation with moderate price increases. Fitch
expects the gross margin to stabilise over the next three years,
while an extended inflationary environment increasing pressure on
household disposable income could constrain demand, particularly
for longer life items in domestic appliances and electronics.

Fitch-calculated EBITDAR margins decreased to approximately 6.8% in
2023 from 7.2% in 2022, but were in line with its expectations.
This reflected inflationary pressure on operating expenses (mostly
wages and energy costs) that FNAC could not fully offset with
cost-efficiency measures, although Fitch expects further
cost-savings to materialise from 2024.

FCF Generation Driving Deleveraging: Fitch expects trading recovery
to translate into FCF margins of 1%-1.2% from 2024. Fitch projects
this will gradually bring lease-adjusted EBITDAR net leverage to
below 3.5x by 2024 (2023: 3.7x) and approximately 3.0x by 2025, in
line with net leverage for the 'BB' category, according to Fitch's
Non-Food Retail Navigator.

Geographic Concentration; Strong Position: FNAC has an
international presence in Europe with operations in Iberia,
Switzerland, Belgium and France. However, it still has strong
concentration in France, which Fitch estimates contributes
approximately 80% of revenue and EBITDA. This is offset by FNAC's
strong position as the leading omnichannel retailer in consumer
electronics, household appliances and editorial products in the
country, as well as its business-model leading to effective
barriers to entry.

Effective Barriers to Entry: FNAC's large market presence in France
benefits from a widely present multi-format store network of 838
stores in France and Switzerland, which would be difficult to
replicate. Its strong product offering is complemented by a
well-established online platform and a range of repair and care
service bundles available under a membership subscription at a
monthly fee. This enhances the loyalty of its customers and
cross-selling potential. FNAC has been able to maintain its market
share in its core markets, despite the disruptive entry of Amazon.

Capital-Light Expansion: FNAC operates over 43% of its network
under an asset-light franchising model, which provides a footprint
in smaller cities in its core market, and reduces implementation
risk in its expansion, both domestically and internationally.

Good Financial Flexibility: FNAC's liquidity profile is good. Fitch
views FNAC 's property portfolio and lease structure as a
competitive advantage versus sector peers. Fitch recognises the
financial flexibility operating leases provide to the group, with
contract provisions to shorten renewal terms from the nine -year
average under the original contract to four-to-five years. However,
contracts do not usually include exit clauses linked to store-based
profitability metrics. Further, FNAC's EBITDAR fixed-charge cover
at 2.1x-2.2x over the next three years remains weak for the
rating.

DERIVATION SUMMARY

FNAC's rating reflects its leading market position, omnichannel
capabilities, product offering and good cash flow generation
prospects, against low operating profitability and weak leverage
and coverage metrics. FNAC's exposure to the fairly volatile
product categories of consumer electronics and household appliance
markets is partly mitigated by exposure to editorial products and
other services.

Compared with Ceconomy AG (BB/Stable), and El Corte Ingles S.A.
(ECI) FNAC has smaller scale. ECI has high geographic concentration
like FNAC and exposure to premium sectors, but it has greater
product diversification through its department store model,
complemented by its food retail formats, as well as larger exposure
to services including its travel agency business.

FNAC has superior profitability to Ceconomy, driven by its stronger
focus on premium sectors and a demonstrated ability to pass on
price increases and protect margins, which however remain lower
than ECI's due to lower volumes and its product mix. FNAC's
profitability remains weaker than other non-food retail peers like
Pepco Group N.V. (BB/Stable), Kingfisher plc (BBB/Stable) and
Mobilux 2 SAS (B/Positive).

KEY ASSUMPTIONS

- Revenue growth normalising at about 1.4%-1.8% per year between
2024 and 2026

- EBITDA margin gradually recovering towards 5% to 2026 (2023:
3.8%)

- Annual lease expenses about EUR235 million to 2026

- Stable capex at about 1.5% of total sales to 2026

- Neutral working-capital movements between 2024 and 2026

- Dividends at about 40% of the prior year's net income for 2024,
before stabilising towards 30% to 2026, in line with management's
guidance

- Fitch has included EUR130 million of proceeds from the Comet
Court of Appeal decision in favour of FNAC (EUR96 million as part
of the overall cash position as of end-2023 and EUR34 million cash
inflow in 2024)

- Gross debt reduction by EUR100 million in 2024 with repayment of
EUR300 million 2024 and EUR350 million 2026 bond with the new
EUR550 million bond proceeds and outstanding cash

- No M&As to 2026

RATING SENSITIVITIES

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

- Greatly improving scale and geographical diversification without
materially hampering profitability, with Fitch-defined EBITDAR
margin sustained above 9% and FFO margin above 6.0%

- EBITDAR net leverage below 2.5x on a sustained basis, supported
by a consistent conservative financial policy

- EBITDAR fixed-charge cover above 3x

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

- Decline in profitability and like-for-like sales, due to
increased competition or a weakened business product mix, with
Fitch-defined EBITDAR and FFO margins remaining below 5% and 2%,
respectively

- EBITDAR fixed-charge cover below 1.6x

- EBITDAR net leverage above 3.5x on a sustained basis

- Neutral to negative FCF generation eroding liquidity

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: FNAC's readily available unrestricted cash
balance at end-2023 was EUR809 million, net of EUR312.5 million
cash restricted by Fitch in connection to seasonal working capital
swings (which record a peak to trough difference of about EUR500
million). Fitch calculates the EUR312.5 million value as the
difference between the year-end cash balance and the weighted
average net working capital during the year.

Fitch has considered the EUR96 million proceeds from the Comet
Court of Appeal decision in favour of FNAC as part of the overall
liquidity position as of end-2023, and the remaining EUR34 million
as a cash inflow in 1Q24.

Manageable Refinancing Risk: Refinancing risk has been adequately
managed with the successful placement of a EUR550 million bond in
March 2024, pushing bond maturities out to 2029. The reduced
delayed drawn term loan (DDTL) of EUR100 million and the EUR500
million of revolving credit facility maturities have been aligned
to mature in March 2028, with an additional two-year extension
option to March 2030. The DDTL can also be used for general
corporate purposes until March 2028, supporting the group's
liquidity profile. These liquidity resources are complemented by a
EUR400 million commercial paper programme.

ISSUER PROFILE

FNAC Darty is the leading omnichannel retailer in consumer
electronics, domestic appliances, editorial products in France, and
relevant market positions in Benelux, Iberia and Switzerland.

DATE OF RELEVANT COMMITTEE

19 September 2023

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
   -----------              ------         --------   -----
FNAC Darty SA

   senior unsecured     LT BB+  New Rating   RR4      BB+(EXP)

RAILCOOP: May Enter Liquidation After Rescue Efforts Failed
-----------------------------------------------------------
Noah Bovenizer at Railway Technology reports that French
open-access rail co-operative Railcoop has confirmed reports that
it is likely to enter liquidation after a restructuring attempt
seemingly failed to address the financial difficulties that saw the
venture placed into administration.

While the French court's final decision on the future of the
co-operative is only due to be released on April 29, a hearing this
week began the formal arrangements for creditors and Railcoop told
Railway Technology it was "extremely likely" the court would order
its liquidation.

Launched in 2019, the co-operative had been hoping to revive the
Bordeaux to Lyon route abandoned by SNCF in 2014 and had attained a
rail operator license and permission to run its initial operations
but has failed to ever launch a passenger service.

After admitting it was in financial difficulty in June 2023, the
organisation later halted its freight services after not seeing the
revenue it expected and revealed plans to split into two companies,
an asset management arm and a service delivery business, Railway
Technology relates.

However, Railcoop President Nicolas Debaisieux has revealed that
despite negotiations with investors, the co-operative had failed to
raise the funds needed to launch its passenger service, Railway
Technology discloses.

According to reports the two X72500 DMUs owned by the business are
being held by maintenance contractor ACC M over debts owed to the
company for the storage of the rolling stock, leading courts to
order the co-operative to pay EUR160,000 to the company, Railway
Technology notes.

As a result of the organisation's difficulties and the court's
impending ruling, it looks likely that Railcoop's dream of
launching a new passenger service in France will soon come to an
end, Railway Technology states.




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G E R M A N Y
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HEUBACH GMBH: Files Insolvency Petition in Braunschweig Court
-------------------------------------------------------------
Karen Laird at Sustainable Plastics reports that Heubach GmbH, part
of the Germany-headquartered Heubach Group, a global provider of
colour solutions, has filed an application for the opening of
regular insolvency proceedings over its assets with the competent
insolvency court in Braunschweig.

At the same time, it applied for the jurisdiction of the
Braunschweig insolvency court as the group court for the German
subgroup of the Heubach Group, Sustainable Plastics relates.

According to Sustainable Plastics, the court is expected to appoint
an insolvency administrator to examine the possibility of
continuing business operations and possible options for
restructuring and/or selling the business in due course.

With the step announced on April 23, the Group is reacting to the
threat of over-indebtedness following the rapid change in the
financial markets over the past two years, Sustainable Plastics
discloses.  The Group was unable to achieve a financial
restructuring with all shareholders and lenders, Sustainable
Plastics states.



MAHLE GMBH: Moody's Rates New Guaranteed Sr. Unsec. Notes 'Ba2'
---------------------------------------------------------------
Moody's Ratings has assigned a Ba2 rating to the new guaranteed
senior unsecured notes issued by MAHLE GmbH. MAHLE's Ba2 long term
Corporate Family Rating remains unchanged. The outlook is stable.

RATINGS RATIONALE

The rating of the new guaranteed senior unsecured notes is aligned
with MAHLE's CFR. The guarantee has been provided by certain
operating subsidiaries of MAHLE in Europe, North America and Japan,
where the company has full ownership. These operating companies
represent a material part of MAHLE's group EBITDA. The company's
new senior unsecured revolving credit facility (RCF) benefits from
similar guarantees.

MAHLE's senior unsecured notes issued in 2021 are not guaranteed
and are rated at Ba3, one notch below the CFR. This reflects the
relatively weaker positioning compared to the new notes and the
RCF, as well as to trade claims and pension provisions at the level
of operating subsidiaries which are in aggregate material in size
and have higher seniority in the debt structure of MAHLE.

On April 17, 2024, Moody's affirmed MAHLE's Ba2 CFR and changed the
outlook to stable from negative. Concurrently, it downgraded the
rating of the existing senior unsecured and non-guaranteed notes to
Ba3.

RATING OUTLOOK

The stable outlook reflects the expectation that MAHLE will make
further progress in terms of profitability and leverage within the
next 12-18 months, reaching credit metrics well in line with
Moody's expectations for the Ba2 CFR. More specifically, Moody's
expects EBITA margins to improve within the range of 3%-5% and
leverage to decline within the range of 3.0x-3.5x, which are
appropriate ranges for the Ba2. The stable outlook also reflects
the expectation of stable free cash flows on a Moody's adjusted
basis.

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

A downgrade of the ratings could arise for MAHLE if debt/EBITDA
(Moody's adjusted) failed to improve to below 3.5x, EBITA margins
remained below 3% (Moody's adjusted), retained cash flow / net debt
below 15%, or liquidity weakened.

Moody's would consider an upgrade of the ratings should MAHLE
achieve sustainably Debt/EBITDA (Moody's adjusted) below 3.0x,
EBITA margins (Moody's adjusted) above 5%, and retained cash
flow/net debt of more than 20%.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Automotive
Suppliers published in May 2021.

COMPANY PROFILE

MAHLE GmbH, headquartered in Stuttgart, Germany, is one of the top
25 global automotive parts suppliers. MAHLE's three main business
segments are Thermal management (36% of 2023 sales), Engine Systems
and Components (21%) and Filtration and Engine Peripherals (18%).
In 2023, MAHLE generated revenues of around EUR12.8 billion. MAHLE,
which employed around 72.000 employees and produced in 148
locations worldwide in 2023, is owned by the MAHLE Foundation. The
company owns a 61% stake in the MAHLE Metal Leve S.A., which is
publicly listed in Brazil and had a market capitalization of around
BRL4.7bn (EUR860m) as of April 12, 2024.

MAHLE GMBH: S&P Rates New EUR400MM Senior Unsecured Notes 'BB'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to auto parts manufacturer MAHLE GmbH's proposed
EUR400 million senior unsecured notes due 2031. The '3' recovery
rating indicates our expectation for meaningful recovery (50%-70%;
rounded estimate: 55%) in the event of a default. The proposed
notes will rank pari passu with the company's existing unsecured
EUR1.2 billion revolving credit facility (RCF) and EUR300 million
European Investment Bank loan. However, S&P anticipates stronger
recovery prospects for the holders of the proposed notes, relative
to the holders of its existing EUR750 million unsecured notes and
about EUR250 million of unsecured promissory notes, because they
benefit from additional guarantees from certain subsidiaries
accounting for about 46% of MAHLE's total EBITDA.

S&P views the transaction as leverage neutral because the company
will use the proceeds to repay existing debt.

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- S&P rates MAHLE GmbH's proposed EUR400 million senior unsecured
notes due 2031 and its pari passu EUR1.2 billion RCF 'BB' (the same
level as our issuer credit rating) with a '3' recovery rating.

-- The '3' recovery rating indicates S&P's expectation for
meaningful recovery (50%-70%; rounded estimate: 55%) in the event
of a default.

-- The proposed notes and the RCF are unsecured and benefit from
guarantees from certain subsidiaries that account for about 46% of
the company's total EBITDA. The existing EUR750 million unsecured
notes and about EUR250 million promissory notes do not benefit from
the same guarantees.

-- In S&P's hypothetical default scenario, it envisages a cyclical
downturn in the auto sector, intensified competition, and the
company's inability to adjust its cost structure or pass through
cost inflation for labor, energy, and other cost items, leading to
a material deterioration in its EBITDA and cash flow.

-- S&P values MAHLE as a going concern, given its leading market
positions in its key segments and experience in systems
integration.

Simulated default assumptions

-- Year of default: 2029
-- Enterprise value multiple: 5.0x
-- Jurisdiction: Germany

Simplified waterfall

-- Emergence EBITDA: EUR489 million (minimum capital expenditure
at 2% of historical three-year average sales; cyclicality
adjustment of 10%, standard for the auto sector; and minus 5%
operational adjustment)

-- Gross recovery value: EUR2.4 billion

-- Net recovery value for waterfall after 5% administration
expenses and accounting for pension claims: EUR1.9 billion

-- Estimated priority claims (factoring lines and debt at
subsidiary level): EUR0.7 billion

-- Net value available to all unsecured debt after priority
claims: EUR1.25 billion

-- Thereof available to guaranteed unsecured debt: EUR1.0 billion

-- Guaranteed senior unsecured debt claims: EUR1.8 billion

    --Recovery expectations: 50%-70% (rounded estimate: 55%)

Note: All debt amounts include six months of prepetition interest
and the RCF is assumed 85% drawn at default.




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CARLYLE EURO 2017-2: Moody's Affirms B3 Rating to EUR13MM E Notes
-----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Carlyle Euro CLO 2017-2 DAC:

EUR40,000,000 Class A-2-A-R Senior Secured Floating Rate Notes due
2030, Upgraded to Aaa (sf); previously on May 17, 2022 Upgraded to
Aa1 (sf)

EUR20,000,000 Class A-2-B-R Senior Secured Floating Rate Notes due
2030, Upgraded to Aaa (sf); previously on May 17, 2022 Upgraded to
Aa1 (sf)

EUR31,000,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Aa3 (sf); previously on May 17, 2022
Affirmed A2 (sf)

EUR21,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Baa1 (sf); previously on May 17, 2022
Affirmed Baa2 (sf)

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

EUR266,000,000 (current outstanding amount EUR183,038,903.30)
Class A-1-R Senior Secured Floating Rate Notes due 2030, Affirmed
Aaa (sf); previously on May 17, 2022 Affirmed Aaa (sf)

EUR27,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on May 17, 2022
Affirmed Ba2 (sf)

EUR13,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed B3 (sf); previously on May 17, 2022
Downgraded to B3 (sf)

Carlyle Euro CLO 2017-2 DAC, issued in August 2017, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European and US loans. The
portfolio is managed by CELF Advisors LLP. The transaction's
reinvestment period ended in August 2021.

RATINGS RATIONALE

The upgrades on the ratings on the Class A-2-A-R, A-2-B-R, B and C
notes are primarily a result of the deleveraging of the senior
notes following amortisation of the underlying portfolio since
March 2023 [2], the improvement in over-collateralisation ratios
since March 2023 [2] and a shorter weighted average life of the
portfolio which reduces the time the rated notes are exposed to the
credit risk of the underlying portfolio.

The affirmations on the ratings on the Class A-1-R, Class D and
Class E notes are primarily a result of the expected losses on the
notes remaining consistent with their current rating levels, after
taking into account the CLO's latest portfolio, its relevant
structural features and its actual over-collateralisation ratios.

The Class A-1-R notes have paid down by approximately EUR82.5
million (31.0%) since March 2023 [2] and EUR83.0 million (31.2%)
since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased. According to the trustee
report dated March 2024 [1] the Class A, Class B and Class C OC
ratios are reported at 144.16%, 127.86% and 118.75% compared to
March 2023 [2] levels of 136.75%, 124.60% and 117.53%,
respectively.

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

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

Performing par and principal proceeds balance: EUR347,673,121

Defaulted Securities: EUR6,000,000

Diversity Score: 42

Weighted Average Rating Factor (WARF): 3048

Weighted Average Life (WAL): 3.32 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.75%

Weighted Average Coupon (WAC): 4.05%

Weighted Average Recovery Rate (WARR): 44.59%

Par haircut in OC tests and interest diversion test:  0%

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2021.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance methodology" published in October 2023. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

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

Additional uncertainty about performance is due to the following:

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

-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.

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



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EVOCA SPA: Fitch Assigns 'B' Final LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned Italian manufacturer of professional
coffee and vending machines EVOCA S.p.A. (Evoca) a final Long-Term
Issuer Default Rating (IDR) of 'B' with a Stable Outlook. Fitch has
also assigned Evoca's new EUR550 million senior secured notes a
final 'B' rating with a Recovery Rating of 'RR4'.

The proceeds of the notes were used for refinancing Evoca's
previous EUR550 million senior secured notes due 2026. The maturity
of the existing private payment-in-kind notes was also extended.

The IDR is constrained by a narrow product focus, small scale, low
revenue visibility combined with a partly rigid cost base. Rating
strengths are the group's solid position in its niche industry, a
well-diversified customer base and long-term relationships,
moderate service revenue that supports EBITDA generation during
downturns, and good geographical diversification by countries,
albeit concentrated in Europe.

The rating case assumes a solid improvement in the leverage profile
after sharp deterioration during the pandemic, supported by
expected positive free cash flow (FCF) generation. This is directly
driven by EBITDA margin recovery, which started in 2023 and Fitch
expects it to benefit from an ongoing restructuring programme.

KEY RATING DRIVERS

Profitability Recovery: After a severe drop in the Fitch-defined
EBITDA margin in 2020 to 15.4% Evoca's profitability is on an
upward trend, reaching 17.4% in 2022 and 19.3% in 2023. Margin
recovery was supported primarily by price revisions as well as
changes in its products mix towards a growing share of the
professional coffee segment (about 47% of sales in 2023).

Fitch forecasts a further rise of the EBITDA margin to about 21.4%
in 2024, underpinned by an optimisation programme that started in
September 2023 as well as price revisions made at the beginning of
2024. Fitch expects Evoca will generate a sustainable healthy
EBITDA margin of over 22% during 2025-2027.

Improving Leverage: Fitch expects leverage to continue to fall
during 2024-2027 on improved profitability. EBITDA leverage has
been on a downwards trajectory since it peaked in 2020 at 11.8x due
to the pandemic, to 7.6x at end-2022 and 6.5x at end-2023. Fitch
forecasts this improvement to continue also on the positive effects
of the group's new optimisation plan. Fitch expects EBITDA leverage
to be about 5.6x at end-2024 and 4.5x at end-2026, which would
compare well with the 'b' rating median of 5.0x under its criteria
for Diversified Industrials and Capital Goods.

Moderate Execution Risk: Its currently high leverage means Evoca
has limited financial flexibility amid the execution of strategic
optimisation initiatives. This will be mitigated by successful
pricing revision and a product mix change that will support the
expected EBITDA improvement. Execution of the strategic initiatives
launched at end-2023 should result in a material rise in the EBITDA
margin of over 600bp between 2023 and 2026 as per management's
expectations. Failure to deliver successful restructuring
initiatives would constrain the group's deleveraging capacity.

Expected Positive FCF: FCF generation has been volatile and was
eroded during the pandemic. Fitch forecasts a marginally positive
FCF margin in 2024 due to higher capex, mainly attributed to the
cost-optimisation programme. From 2025, Fitch expects the group to
start generating a sustainable FCF margin of over 3%, underpinned
by lower capex (reflecting an asset-light business model), better
EBITDA margins and no dividend payments.

Adequate Business Stability: The group's performance was heavily
hit by the pandemic due to the nature of the business. Fitch views
partial cost inflexibility as a constraint that resulted in slow
recovery in EBITDA margins after 2020. Business risk is high as the
majority of contracts with customers are short term, limiting
revenue visibility. This is mitigated by moderate service revenue
(about 22% of total revenue in 2023), which is typically more
profitable and supports the group's cash flow generation in a
downturn.

Solid Market Position: Evoca is a leading global manufacturer of
professional coffee and vending machines in a fragmented market.
Technology content is less meaningful in comparison with large
industrial manufacturers, but the group's solid market position and
well-known brands act as a barrier to entry and provides the group
with low customer churn rate.  

Good Diversification: The group's business profile is characterised
by good geographical and customer diversification. About 73% of
revenue in 2023 was exposed to Europe, but this was
well-diversified by countries. In addition, about 20% of revenue is
derived from America and the remainder from APAC & other countries.
The group benefits from a well-diversified customer base, with the
top 10 customers contributing about 33% of total revenue in 2023.
Nevertheless, Evoca has narrow product diversification.

DERIVATION SUMMARY

Evoca has leading market positions in the niche professional coffee
machines market, supported by its diversified geographical
footprint and good customer diversification. Similar to Flender
International GmbH (B/Stable) and Ammega Group B.V. (B-/Stable)
Evoca's business profile is limited, with a less diversified
product range than large industrial peers'. Nevertheless, Evoca's
business profile is supported by moderate exposure to service
revenue, which is comparable with Flender's and Ahlstrom Holdings 3
Oy's (B+/Stable), but lower than TK Elevator Holdco GmbH's
(B/Negative). Similar to Ahlstrom and Ammega, the group has a
well-diversified customer base.

Evoca's financial profile is characterised by a healthy EBITDA
margin, albeit significantly hit during the pandemic, which is
higher than that of some Fitch-rated diversified industrials peers
such as Flender, TK Elevator, and Ahlstrom.

Similar to Ahlstrom's, Flender's, TK Elevator's, Evoca's FCF margin
was eroded over 2019-2022. However, Fitch forecasts it will improve
and a credit strength.

Expected high EBITDA leverage of 5.6x as of end-2024 is
commensurate with that of Flender, Ahlstrom (below 5.5x from 2024)
but higher than ams-OSRAM AG's (BB-/Stable; below 4.0x from 2024).

KEY ASSUMPTIONS

- Revenue growth on average at 5.5% during 2024-2027

- Optimisation programme and product shift to drive EBITDA margin
to about 21% in 2024 and close to 24% by 2027

- Capex at about EUR23 million in 2024 and EUR20 million-EUR22
million in 2025-2027

- No debt amortisation and bullet maturity to 2029

- No M&As to 2027

- No dividend payments to 2027

RECOVERY ANALYSIS

- The recovery analysis assumes that Evoca would be considered a
going-concern (GC) in bankruptcy and that it would be reorganised
rather than liquidated. This is driven by its leading position in a
niche market, long-term operating performance record, sustainable
relationships with customers, and historically healthy EBITDA
generation

- Its GC value available for creditor claims is estimated at about
EUR375 million, assuming GC EBITDA of EUR75 million. The GC EBITDA
reflects the loss of a number of its largest customers, increased
competition and postponed replacement cycle of Evoca's products
used by its customers. The assumption also reflects corrective
measures taken in the reorganisation to offset the adverse
conditions that trigger default

- Fitch assumes a 10% administrative claim

- An enterprise value (EV) multiple of 5.0x EBITDA is used to
calculate a post-reorganisation valuation, and is comparable with
multiples applied to some peers in the diversified industrials
segment. The choice of this multiple considers limited product
diversification, despite market leadership supported by geographic
and customer diversification

- Fitch deducts about EUR3 million from the EV relating to the
group's factoring usage

- Fitch estimates the total amount of senior debt for creditor
claims at EUR631 million, which includes a super senior secured
revolving credit facility (RCF) of EUR80 million, EUR550 million
senior secured notes and other loans of EUR1 million

- These assumptions result in a recovery rate for the senior
secured notes within the 'RR4'. The principal waterfall analysis
output percentage on current metrics and assumptions is 46%.

RATING SENSITIVITIES

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

- EBITDA leverage below 4.5x

- EBITDA interest coverage above 3.0x

- FCF margins consistently above 2%

- Successful implementation of strategic optimisation initiatives
that leads to EBITDA margin growth and a structurally stronger
business profile

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

- EBITDA leverage above 5.5x

- EBITDA interest coverage below 2.5x

- Volatile FCF margins

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

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity: Evoca at end- 2023 had readily available cash
(net of Fitch-restricted cash of EUR9 million) of EUR69 million.
The EUR80 million RCF is currently undrawn and was extended
following the refinancing to 2028. Expected positive FCF generation
provides an additional cushion to Evoca's liquidity position.

No Maturity Until 2029: Following the refinancing Evoca extended
the maturity of the senior secured notes by five years and has no
material scheduled debt repayments until 2029.

Outside the restricted group Evoca has EUR210 million payment-in
kind notes with maturity six months after the senior secured notes.
Fitch views this type of instrument as equity-like under its
criteria.

ISSUER PROFILE

Evoca is a global leader in professional coffee machines, other hot
and cold beverage and food vending machines, with a particular
focus on espresso coffee and a fast-developing presence in coffee
machines for the offices and food service agreements.

The group designs, engineers, develops, manufactures, customises,
assembles and distributes a broad range of professional coffee and
impulse machines. The brand portfolio includes GAGGIA, Necta and
Saeco.

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
   -----------             ------         --------   -----
EVOCA S.p.A.         LT IDR B  New Rating            B(EXP)

   senior secured    LT     B  New Rating   RR4      B(EXP)

MARCOLIN SPA: S&P Upgrades ICR to 'B' on Continued Deleveraging
---------------------------------------------------------------
S&P Global Ratings raised to 'B' from 'B-' its ratings on Marcolin
SpA and on the EUR350 million senior secured fixed-rate notes
maturing in 2026. The '4' recovery rating on the rated debt remains
unchanged, with a slightly improved recovery prospect of 45%.

The stable outlook reflects S&P's view that, over the next 12-18
months, Marcolin will maintain resilient operating performance
thanks to the favorable product mix and revenue growth from its
core licenses (including Tom Ford). The company will also
moderately improve its profitability following the termination of
less profitable brands and the integration of margin accretive ic!
berlin GmbH (a Germany-based eyewear company acquired in November
2023).

S&P said, "Marcolin's solid operating performance in 2023
accelerated the deleveraging trend and we expect leverage to
improve in the next 12-18 months. For the year ended Dec. 31, 2023,
the company reported net sales of EUR558.3 million representing an
annual growth of about 3.8% at constant exchange rates (CER).
Marcolin posted top line growth in all its main geographical areas
except for the U.S. (about 40% of total sales) where the company
registered a sales contraction of 3.1% at CER due to decreased
demand from wholesaler partners and generally weaker consumer
confidence. The strategic operating reshuffling and additional
investments in the Asia-Pacific region drove most of the topline
growth while EMEA (Eastern Europe, Middle East, and Africa) posted
low single-digit sales growth supported by better performing luxury
segment in the company's core markets such as France, Italy, and
the U.K. For 2023, the S&P Global Ratings-adjusted EBITDA margin
improved to 13.0%, from 9.4% in 2022, primarily thanks to a better
sales mix (with the luxury segment outperforming other segments),
the successful implementation of initiatives to boost efficiency
including the higher speed to market, and a better operating
leverage driven by volume growth. According to our calculations,
Marcolin's S&P Global Ratings-adjusted debt to EBITDA significantly
reduced to 5.8x in 2023, compared with 7.2x in 2022. We think the
company will continue its deleveraging trend--although to a more
moderate speed--mainly supported by EBITDA growth, which translates
to an expected leverage of 5.0x-5.5x for the next 12-18 months. Our
adjusted debt calculation does not net the cash held on balance
sheet (EUR56.5 million as of year-end 2023) due to Marcolin's
private equity ownership. Our adjusted debt calculation also
includes about EUR12 million adjustment related to the factoring
line, about EUR14 million related to lease liabilities, and
excludes about EUR30 million of shareholder loans that we consider
as equity in line with our methodology.

"We think Marcolin's active license management and long-term
maturity support revenue visibility. The relatively long duration
of most of Marcolin's main license agreements and a supportive
track record of renewing its licenses at or before the maturity
supports a generally good level of visibility on its operating
performance. The company has recently announced the renewal of the
licenses with Pucci, Zegna, Skechers, and MAX & Co. until 2030 and
with GCDS until 2028. The company also signed an exclusive license
agreement for the design production and worldwide distribution of
MCM Eyewear, a German luxury brand, until 2028. Moreover, in April
2023, the company acquired the perpetual license for one of their
key strategic brands, Tom Ford, which underpins the stability of
its revenues. We think Marcolin will continue to be active in its
portfolio management, looking at possible future opportunities when
external license agreements are set to expire, providing a mitigant
to the renewal risk of its existing licenses. As a result, we
anticipate total reported revenue growth in 2024 of 6.5%-7.5%
despite the termination of some underperforming brands and
supported by the full year contribution of the ic! berlin
acquisition, coupled with the dynamism of their Asian operations
and the anticipated normalization of U.S. trading."

Favorable product mix and recent acquisitions will support the S&P
Global Ratings-adjusted EBITDA margin expansion to about
13.5%-14.0% in 2024. Along with the Tom Ford perpetual license
acquisition, Marcolin closed another significant strategic
transaction in 2023, the acquisition of ic! berlin, an independent
German eyewear brand carrying out in-house design, prototyping, and
manufacturing of luxury sunglasses and optical frames. The
acquisition was financed by raising an additional EUR30 million
debt divided into an amortizing and a bullet tranche and by using
cash on hand. S&P said, "We think this acquisition is in line with
Marcolin's strategy to strengthen its manufacturing know-how and
increase its exposure toward the premium segment of the eyewear
sector. This transaction also expands Marcolin's geographical
presence through the integration of two ic! Berlin subsidiaries
located in Japan and in the U.S. The company recently signed a new
partnership with the well-known Louboutin brand, maturing in 2029,
which highlights its appetite for further expansion in the
profitable luxury end of the eyewear market. We expect S&P Global
Ratings-adjusted EBITDA should reach about EUR80 million-EUR85
million in 2024, translating into a margin of about 13.5%-14.0%
representing a moderate improvement compared with 13% in 2023.
According to our methodology, we include into our adjusted EBITDA
for 2023 about EUR5 million of costs reported by the company as
nonrecurring, and we expect a slightly lower level in 2024, of
about EUR2 million-EUR4 million."

S&P said, "We expect annual FOCF of about EUR10 million-EUR20
million (after leases payment) over the next couple of years
despite our expectation of relatively high annual capital
expenditure (capex) spending due to the internalization process of
part of the production. In 2023, the company's reported FOCF (after
leases payment) was broadly neutral. This was affected by the
higher-than-expected working capital requirements of about EUR29
million mainly coming from the one-off effect from integration of
the recently acquired company. For 2024, we forecast
cash-absorption from working capital to normalize in the EUR5
million-EUR10 million range supported by the internalization of
part of the production, improving payables level. At the same time,
we expect higher annual capex spending of about 4% of sales (from
about 2% in 2023) to support the internalization process. Marcolin
also invests in tools for better data management and information
technology initiatives to further digitalize its internal
processes.

"The stable outlook reflects our view that Marcolin should maintain
leverage at about 5.0x-5.5x in 2024, from 5.8x at year-end 2023.
This will be achieved thanks to a favorable sales mix toward the
more-profitable luxury segment, revenue growth from core licenses
(including Tom Ford) and the integration of the margin accretive
ic! berlin. At the same time, we expect Marcolin to maintain S&P
Global Ratings-adjusted funds from operations (FFO) cash interest
coverage comfortably above 2.0x from 2023 and generate recurring
positive FOCF from 2024.

"We could lower the rating on Marcolin if its debt to EBITDA, as
adjusted by S&P Global Ratings, deteriorates to 7.0x or above with
limited short-term prospects of deleveraging, and if the company is
unable to generate positive FOCF. Under this scenario, the
company's FFO cash interest coverage ratio will likely deteriorate
below 2.0x. This could happen if there is more aggressive
competition from other global luxury conglomerates and eyewear
manufacturers. Also, if we see an acceleration of volume decline in
the U.S. market, translating to meaningful deteriorations of
profitability and market share. This scenario could also
materialize if we were to see a more leveraged capital structure
following a change in the existing financial sponsor ownership.

"We could consider an upgrade if we see that Marcolin can sustain
an adjusted debt-to-EBITDA ratio of below 5.0x, alongside a clearly
stated commitment from the owner to maintain a debt-leverage ratio
below that level on a long-term basis. An upgrade also hinges on
the company generating higher FOCF on a sustained basis to
self-fund its growth. This would most likely stem from the active
management of its license portfolio, including the development of
partnerships with other luxury brands; from a stronger operating
performance in core U.S and European markets, and from
consolidating the company presence in Asia, resulting in
uninterrupted profitable revenue growth and margin expansion.

"Environmental and social factors are an overall neutral
consideration in our credit rating analysis of Marcolin. Governance
factors are a moderately negative consideration, as is the case for
most rated entities owned by private-equity sponsors. We think the
company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects the generally finite holding
periods and a focus on maximizing shareholder returns."


OPTICS BIDCO: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has assigned Optics Bidco SPA a Long-Term Issuer
Default Rating (IDR) of 'BB' with a Stable Outlook. It has also
assigned an expected senior secured instrument rating to the
transferred bonds from the liability management with Telecom Italia
S.p.A (TIM; BB-/Rating Watch Positive) of 'BB+(EXP)' with a
Recovery Rating of 'RR2'.

The IDR and its Stable Outlook reflect Optics' leading market
position as a mission-critical provider of digital infrastructure
in Italy, operating in a structurally supportive market environment
with a wholesale business model that provides enhanced revenue
visibility.

The company will undertake significant capex, keeping free cash
flow (FCF) negative for an extended period, to build out its fibre
network. A significant proportion of this capex is discretionary
and can be flexed to support the group's financial profile.
However, Optics' network roll-out will allow it to maintain and
strengthen its position. At the 'BB' rating, Optics'
higher-than-average revenue visibility offsets its negative free
cash flow. Visibility on the stabilization of FCF could support a
higher rating.

The investment in fibre carries execution risks but should allow
the company to benefit from higher profitability and good cash flow
conversion once completed. The timely execution of the company's
plan will have a significant impact on profitability, and therefore
the leverage trajectory as Fitch expects Fitch-defined EBITDA to
grow to EUR2 billion in 2027 from EUR1.6 billion in 2024 with
margins expanding to around 49% from 40%. Upward rating pressure
could result should the company exceed its anticipated
performance.

KEY RATING DRIVERS

Core National Infrastructure: Optics is the leading Italian
wholesale fixed-line network in Italy by connections and
capillarity, resulting in an overall market share of around 78% and
a total customer base of around 15.8 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 fixed
network covers around 23 million households with
fibre-to-the-cabinet (FTTC) technology and plans to cover about 17
million homes with fibre-to-the-home (FTTH), of which around 59.2%
will be passed by end-2024.

Supportive Market Structure: The Italian local access wholesale
market is primarily shaped by competition between Optics and Open
Fiber. Compared to other European markets, Italy has only two
operators that have deployed national FTTH networks. Competition
between 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. Optics
will cede some market share as Open Fiber rolls out its FTTH
network in rural areas, especially in White 1 and Grey 2 areas.

The risk of new entrants in FTTH is low due to unfavourable
overbuild economics, with low ARPU and high capex requirements for
the network rollout.

Leading Market Position: Optics' ratings benefit from its leading
position in the Italian fixed broadband wholesale market with a
share of around 78%. Fitch expects Optics to remain the leader by
coverage and connections regardless of lost market share to Open
Fiber in its exclusive areas.

Fitch estimates that of the 23.4 million households covered by
Optics' network, around 37% are in Black areas, which are already
subject to competition. Around 35% will face limited competition
apart from fixed-wireless access and around 28% may be ceded to
Open Fiber in the Grey and White areas as FTTH is taken up. Optics'
FTTC footprint provides some hedge to FTTH take-up risk.

Good Revenue Visibility: Services are regulated on a
cost-orientated model supporting the above-average telecom sector
revenue visibility. Around 82% of revenues are generated from
regulated activities and volumes are underpinned by large anchor
tenants and supportive demand dynamics in the underpenetrated
Italian market. Optics and TIM are to sign a master service
agreement, upon closing of the acquisition of Optics by KKR, that
will govern the terms and conditions of the services that will be
rendered by Optics to TIM and by TIM to Optics.

The MSA will have a 15+15 year tenor and will represent around 40%
of the company's revenue base, while the rest will be diversified
between all other operators. Optics has long-term wholesale
agreements with retail operators with limited churn risk due to
high switching costs.

Significant EBITDA Margin Growth: Fitch expects Optics' EBITDA
margin to improve to around 49% in 2027 from about 40% in 2024.
This is primarily supported by the implementation of voluntary
early retirement programmes and lower leasing and facility costs
from the copper decommissioning plan. The company expects these
cost savings to account for 10% of revenues in FY28. Fitch assumes
a similar pace for the realization of these cost savings but over a
longer time to reflect potential risks to the timely execution of
the network decommissioning and workforce retirement savings.

High Capex Limits FCF: The company's capex deployment plans would
constrain free cash flow (FCF) at least over the next six years.
The company has some discretionary capacity to reduce this if
needed. Fitch's base case assumes Optics' capex will remain EUR1.4
billion-2.4 billion in 2024-2028.

Fitch believes Optics bears a lower risk of investments in fibre
infrastructure as the company primarily overbuilds its existing
copper footprint. In addition, if fibre take-up rates are lower
than the company expect, it could have lower levels of deployment
and a capex reduction, as the last-mile coverage is the most
expensive.

Moderate Leverage, Limited Deleveraging: Fitch expects
Fitch-defined EBITDA net leverage to be at 5.9x and about 6.0x in
FY24-FY27. Fitch does not expect material net deleveraging over the
rating horizon due to high capex requirements, which will be funded
by debt and cash generated from operations.

Deleveraging could be faster if EBITDA grows in line with or above
management's expectations. However, Fitch takes a more conservative
stance given the scope of the transaction and its transformative
nature together with the company's targeted margin improvement in a
short time frame, which in a context of negative FCF throughout the
rating horizon carries high execution risk.

Supportive Industry Dynamics: Broadband penetration in Italy is
relatively low at 71%, versus around 90% in some European markets
such as Spain, France, Germany and the UK. Fitch expects
penetration to gradually increase to around 81% by 2028, both from
higher consumer adoption and an increased need for higher-speed
connections. This will support Optics' revenue growth of around
1.4% CAGR in 2022-2028, partly offset by increasing competition
from Open Fiber.

Transaction Progress: TIM and Optics have launched a liability
management programme, which Fitch expects to result in a transfer
of at least EUR4 billion-4.5 billon of TIM bonds to Optics, with a
spread maturity schedule beginning in 2026. Fitch expects the
transaction to close this summer as the final preparatory
activities are completed and conditions precedent are met. The
assignment of final ratings is contingent on the completion of the
acquisition and the debt being issued as expected.

DERIVATION SUMMARY

Optics is strongly positioned at the 'BB' level with potential for
a higher rating as free cash flow improves in the medium term. The
company is the leading Italian wholesale fixed-line access network
provider, counting on a strong cross-technology coverage of the
Italian territory, including FTTH, FTTC and copper networks. Optics
competes with Open Fiber in high-density areas and in some
mid-density territories, and it will operate as an exclusive
concessionaire in scattered areas.

Optics will cede part of its market share in FTTH as Open Fiber
continues to expand its fibre network. However, Fitch expects it to
retain its leading position, leveraging its wide copper network,
key for FTTC areas, in a context where alternative technologies to
fibre such as the coaxial cable, are absent.

Fitch sees NBN Co Limited (AA/Stable) as a key peer to Optics. NBN
is Australia's monopolistic provider of wholesale broadband access.
NBN's Standalone Credit Profile, which excludes any government
support, is 'bb'. Optics' business profile is weaker than NBN's due
to its lower market share, the competitive environment in Italy and
the absence of government support. NBN also has lower exposure to
declining technologies such as copper, where Optics is dominant.
Optics and NBN face two different regulatory approaches, Optics'
based on bottom-up long-run incremental costing models and NBN's on
regulated asset base. For this reason, Fitch rates NBN using the
regulated utilities navigator.

Other telecom infrastructure peers include CETIN Group N.V
(BBB/Rating Watch Negative) and TDC NET A/S (BB/Stable), which both
own fixed and mobile infrastructure. These two peers have either
exposure to mobile network operations, or operate in a more
competitive environment driving 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 Optics, primarily due to the impact of their retail
units, which carry higher risks given 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 Optics and therefore also have
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 of capex
returns, higher price indexation and, in many cases, energy cost
pass-through.

Regulated utilities' (e.g., Italgas S.p.A.; BBB+/Stable) thresholds
are typically looser than telecoms operators' due to greater
revenue visibility with lower volume and price risks and few
long-term competitive threats. For Optics, in contrast, there are
price and volume risks and it competes with another fibre access
provider. If churn to competing products were material, EBITDA
could be disproportionately affected. In addition, Optics does not
have a mechanism to recover lost revenue from the remaining
customer base.

KEY ASSUMPTIONS

- Broadband revenue CAGR of 0.8% between 2022 and 2028

- Total revenue CAGR of 1.4% between 2022 and 2028, including the
impact from subsidies accounted for on a depreciation basis to
revenues

- Fitch-defined EBITDA to increase from EUR1,660 million in 2023 to
EUR2,033 million in 2027, representing an increase in EBITDA margin
from 41.4% to 48.9%, respectively

- Capex (including discretionary elements) to remain EUR1.8
billion-2.4 billion during 2024-2027, or 44%-58% of revenues

- Dividends at EUR20 million a year for the next five years

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

- EBITDA net leverage sustainably below 5.8x

- Sustainable competitive positions in the fixed-line segment

- Good visibility that cash flow from operations minus capex/gross
debt is likely to sustainably trend above 5% in the short to medium
term

- EBITDA interest cover sustained at above 3.0x

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

- EBITDA net leverage sustained above 6.8x

- Lower-than-expected take-up rates for broadband and deterioration
of the market position leading to lower revenue and EBITDA growth

- Expectations of sustained negative FCF beyond the fibre rollout
programme

- EBITDA interest cover structurally below 2.0x

LIQUIDITY AND DEBT STRUCTURE

Good Liquidity: Optics has good liquidity with an estimated EUR100
million cash on balance sheet and an undrawn five-year revolving
credit facility of EUR2 billion. Fitch's base case assumes that
Optics will need additional cumulative debt of around EUR3.8
billion between 2024 and 2027.

ISSUER PROFILE

Optics Bidco S.p.A is a leading national fixed-line wholesale
network operator in Italy carved out from previously integrated
incumbent mobile network operator TIM, with which it has a 15+15
year master service agreement.

DATE OF RELEVANT COMMITTEE

16 April 2024

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   
   -----------             ------                    --------   
Optics Bidco SPA     LT IDR BB       New Rating

   senior secured    LT     BB+(EXP) Expected Rating   RR2



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

MATADOR BIDCO: S&P Downgrades ICR to 'B+' on Increased Leverage
---------------------------------------------------------------
S&P Global Ratings lowered its ratings on Luxembourg-Based Matador
Bidco S.a.r.l. and its debt to 'B+' from 'BB-'.

The stable outlook balances S&P's expectation of weak credit
metrics at Matador over 2024-2025 against its ability to request
that CEPSA to pay a higher dividend, under the shareholder
agreement with Mubadala Investment Co.

S&P expects Spanish energy company Compania Española de Petroleos
S.A.U. (CEPSA), in which Matador Bidco S.a.r.l. has a 38.4% stake,
to pay reduced dividends of EUR150 million-EUR200 million per year
in 2024-2026; well below its previous assumption of EUR350
million-EUR400 million a year. This is because CEPSA's shareholders
have decided to invest in energy transition and lowered the
dividend in light of their commitment to maintaining an
investment-grade rating.

By paying lower dividends, CEPSA aims to protect its 'BBB-' rating,
but its decision means higher leverage for Matador over the next
few years. CEPSA has demonstrated its strong commitment to
maintaining an investment-grade rating by reducing the dividend it
pays its shareholders. S&P said, "Because this will help improve
and stabilize leverage at CEPSA in 2024, after a relatively weak
2023, we revised our outlook on CEPSA to stable. CEPSA's "positive
motion" strategy involves investing in renewable energy, biofuels,
sustainable aviation fuels, and hydrogen, while gradually reducing
the company's share of traditional exploration and productions
business. To enable CEPSA to invest heavily in transforming its
business, we now anticipate that it will pay an annual dividend of
EUR150 million-EUR200 million for the next few years. For Matador,
the reduction from our previous forecast of EUR350 million-EUR400
million a year means a proportionate reduction in EBITDA--the
dividends are its only source of cash. The sharp decrease in S&P
Global Ratings-adjusted EBITDA will cause Matador's adjusted
debt-to-EBITDA ratio to increase to about 8x-10x over the next few
years--previously we assumed that it would be about 4x. As a
result, we have revised to negative Matador's financial ratios
score under our General Criteria: Methodology For Companies With
Noncontrolling Equity Interests, published on Jan. 5, 2016."

S&P said, "Matador's interest coverage will dip below 1.5x but we
expect it to improve to about 1.5x over the coming years.
Specifically, Matador's interest coverage ratio will likely fall to
about 1.1x-1.3x this year, bearing in mind the current high
interest rates on Matador's floating-rate debt. Generally, we would
consider an interest coverage ratio of this level to be more
commensurate with a rating of 'B-', or lower. However, in Matador's
case, we can temporarily tolerate such weak interest coverage
ratios because the company has a right to request that CEPSA pay a
higher dividend, under its shareholder agreement with Mubadala.
Matador may use this option if it sees a risk that it may be unable
to make interest payments on its debt. We anticipate that Matador
will remain in compliance with its 1.1x debt-service coverage ratio
covenant, which takes cash into account; the company had about $29
million of cash on hand at the end of 2023.

"That said, CEPSA's ability to increase dividends is limited and
dependent on favorable market conditions. Although we see very low
risk that Matador will be unable to make interest payments, it is
also unlikely to improve its interest coverage ratio back to
consistently above 3x. In our base case, we assume that this ratio
will improve only modestly, potentially supported by a gradual
reduction in global interest rates."

Matador's loan documentation has an equity cure option, which might
be triggered if it has insufficient cash flows to make the interest
payments.

S&P said, "We continue to assess Matador's corporate governance and
financial policy, as well as its partial control over dividends as
positive. That said, although Matador has some influence over most
key decisions, its ability to affect those related to annual
dividends has been materially reduced due to the reallocation of
cash to capital expenditure at CEPSA for the next few years.
Although Carlyle has only minority representation on CEPSA's board,
both shareholders must approve any changes to financial and
dividend policies. Nevertheless, in our view, Matador has the
ability to exercise more control over dividends than its peers in
other, similarly structured transactions.

"The stable outlook indicates that we expect Matador to maintain
adequate liquidity and receive a steady distribution stream from
CEPSA over the next few years. We also expect it to maintain some
headroom under its covenants. If Matador's share of the total
dividend from CEPSA is $165 million-$220 million, its debt leverage
will be 8x-10x in 2024 and 2025.

"Although we forecast that Matador's interest coverage ratio will
be about 1.2x-1.5x over the next two years, we take into account
that it has a right to push for higher dividends under the
shareholders' agreement with Mubadala."

S&P could lower the rating if:

-- Matador's debt leverage increased beyond 10x and its interest
coverage ratio showed no prospect of recovering to above 1.5x. This
could occur if CEPSA were to further reduce dividends, or if
interest rates were elevated for much longer than S&P currently
assumes;

-- Matador's liquidity came under pressure so that it was unable
to refinance the loan that matures in October 2026; or

-- S&P lowered its rating on CEPSA or revised down CEPSA's
stand-alone credit profile (SACP).

An upgrade is unlikely in the next few years unless CEPSA's SACP
was revised upward or it materially revised its dividend policy, so
that it paid at least $400 million a year. For Matador, this would
result in debt leverage of below 4x and interest coverage ratio of
above 3x.

Environmental factors are a negative consideration in S&P's credit
rating analysis of Matador, based on its stake in its sole asset,
CEPSA. CEPSA is Europe's seventh-largest refiner, exposing Matador,
through its stake in the company, to high volatility in refining
margins and the steady and gradual structural decline in demand for
refined products in Europe, driven by energy transition regulations
on biofuels and an increasing share of renewables in the energy
mix. However, the company has complex refineries and its business
is well diversified along the oil and gas value chain, limiting the
overall impact. CEPSA has international exposure in its upstream
segment, notably in Algeria. So far, no significant governance
issues have emerged from its international jurisdictions.


RADAR TOPCO: Fitch Assigns 'BB-' LongTerm IDR, Outlook Positive
---------------------------------------------------------------
Fitch Ratings has assigned Radar Topco SARL (Swissport) a Long-Term
Issuer Default Rating (IDR) of 'BB-' with a Positive Outlook and
its EUR1.2 billion equivalent term loan B (TLB) due 2031 issued by
Swissport's subsidiary Radar Bidco SARL a final long-term rating of
'BB+' with a Recovery Rating 'RR2'. The final rating follows the
completion of the above issuance and the receipt of final
documents.

The IDR reflects Swissport's market position in global ground
handling and cargo handling aviation, a contracted business model,
a diversified customer base and largely stabilised operations
post-pandemic. The rating also reflects the company's capital
structure, which increases debt to fund one-off dividends, leading
to an increase in pro-forma leverage for 2024, albeit still within
its negative rating sensitivity.

Fitch forecasts moderate growth in revenues and EBITDA margin,
along with moderately positive free cash flow (FCF) from 2025,
leading to lower EBITDAR leverage of 3.8x by end-2025 and further
declines thereafter, which underpins the Positive Outlook on the
IDR.

The TLB rating is notched up twice from the 'BB-' IDR under Fitch's
'Corporates Recovery Ratings and Instrument Ratings Criteria' for
senior secured instruments.

KEY RATING DRIVERS

Strong Market Position: Swissport benefits from strong market
positions in global ground and cargo handling of B2B aviation
services, with market shares of 15% and 13%, respectively. It has
an established record of successfully operating in these industry
segments on a global scale, which enables it to contract with large
customers such as Deutsche Lufthansa AG (BBB-/Stable), Turk Hava
Yollari Anonim Ortakligi (Turkish Airlines) (BB-/Stable), United
Airlines Holdings, Inc. (BB-/Stable) and Qantas.

Contracted Business Model: Ground handling and cargo handling
services are usually provided under a fairly standardised
International Air Transport Association's standard ground handling
agreement (SGHA), which includes all the key parameters for the
service provided. These contracts usually cover three to five years
and provision of services for an airline or a group of airlines
operating in a given airport. The SGHA incorporates some
cost-escalation clauses, which limit inflation risk for the service
provider, in its view.

Volume Risk: The SGHA does not protect Swissport from volume risk,
which may arise from changes in a carrier's flight operations plan,
subject to short few-day notice, due to changes in the carrier's
network plan or market conditions. This volume risk was most
evident during the pandemic, when the company posted materially
lower EBITDAR than in 2019 (average Fitch-defined EBITDAR for
2020-2022 at EUR179 million versus EUR348 million in 2019).
Overall, the contracts provide better visibility of revenues and
margins compared with airlines', while the remainder is exposed to
the same industry-wide demand risk.

Improving Business Profile: Swissport has made sound improvement of
its contract base with approximately 85% now including
inflation-indexation clauses, enhancing resilience and protecting
margins. The absence of this mechanism in the past led to cost
increases not being perfectly reflected in tariffs and erosion of
EBITDA margins. Swissport negotiates separate contracts with each
airline at the airport level, reducing the risk of major revenue
impact from individual contract losses. Its contracts have an
average duration of 3.5 years. Its top 10 customers represent 34%
of revenues.

Personnel Management an Important Driver: In the post-pandemic era,
effective human resource management has gained importance for
ground handling services. Personnel costs historically accounted
for around 65% of revenues for Swissport. The company has globally
managed its workforce adequately, minimising strikes compared with
direct competitors. As of late 2023, staff unionisation stood at
around 60%, with constructive dialogue prevailing.

Swissport has nearly restored its workforce to pre-pandemic levels,
but faced margin pressures in 2022 due to increased labour costs
not yet being fully reflected in contracts. Its profitability
materially improved in 2023 and Fitch expects the EBITDAR margin to
improve to 13.6% in 2026 from 10.7% in 2023, driven by faster
growth in the higher-margin cargo business as well as management's
cost-saving plan.

Leveraged Capital Structure: Swissport's recent refinancing has led
to a sustainable capital structure, barring exogenous shocks.
Swissport's seven-year EUR1.2 billion equivalent TLB along with a
6.5-year EUR250 million revolving credit facility (RCF) extend its
debt maturity, but also lead to higher interest costs. This
financing, which was used to return EUR505 million to shareholders
and repay most of its existing debt, increases leverage but to
materially lower levels than in 2019.

Fitch forecasts EBITDAR leverage at 4.3x at end-2024. With moderate
growth and margin expansion driven by product mix shift and cost
savings, Fitch expects the metric to fall to its positive rating
trigger of 3.8x by end-2025. Fitch has not assumed any early debt
repayment, or additional indebtedness across the plan.

Cash Flow Generation Potential: Fitch forecasts Swissport will
generate positive FCF due to its asset-light business model (capex
at less than 3% of revenues) and despite higher cash interest
payments under its new capital structure, while Fitch expects
broadly neutral working capital. Based on management feedback,
Fitch expects cash to build up and be partially used for
opportunistic bolt-on acquisitions. Fitch is not assuming excess
cash to be used for early debt repayment or further shareholder
returns.

Senior Secured Instrument Rating: The 'BB+' rating for the TLB
reflects Fitch's 'Corporates Recovery Ratings and Instrument
Ratings Criteria' where senior secured instrument ratings benefit
from a two-notch uplift from the 'BB-' IDR. Should the IDR be
upgraded by one notch, the TLB rating would remain at the current
level, as per one-notch uplift at 'BB' under the criteria.

DERIVATION SUMMARY

Fitch views Avia Solutions Group PLC (BB/Stable) as a peer for
Swissport given B2B aviation services offerings by both companies.
While specific services between the two differ, Fitch sees
underlying linkage to the aviation industry dynamics as comparable.
Fitch views Swissport's business profile as slightly weaker than
that of Avia Solutions, which benefited from a faster post-pandemic
recovery, has faster growth prospects and benefits from a wider
range of services although, Swissport benefits from a larger
revenue base, a better contracted business profile and greater
geographical diversification.

Compared with Inpost S.A. (BB/Stable), Swissport has stronger
barriers to entry and greater geographic diversification but Inpost
generates higher EBITDA margins. Swissport's credit profile places
it adequately in the 'BB' rating category, given its financial
leverage, and is comparable with Avia and Inpost, and better than
that of SGL Group ApS (B/Stable), whose small size, debt capacity
and credit metrics place it in the 'B' rating category.

KEY ASSUMPTIONS

- Low-to-mid single-digit growth in ground handling and cargo
volumes and pricing to 2026

- Gradual EBITDAR margin expansion to 13.6% in 2026

- Stable capex at around 2.5% of sales to 2026

- No dividends after the refinancing, and no M&A to 2026

RATING SENSITIVITIES

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

- EBITDAR gross leverage below 3.8x on a sustained basis

- EBITDAR fixed charge coverage above 1.8x on a sustained basis

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

- EBITDAR gross leverage above 4.8x on a sustained basis

- EBITDAR fixed charge coverage below 1.5x on a sustained basis

- Structural or cost inflation-driven decline in EBITDAR margins to
below 10%

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Following the refinancing, Swissport had about
EUR292 million of cash and about EUR170 million available under its
partly undrawn EUR250 million RCF (about EUR80 million utilised for
guarantees). This compares with almost a neutral FCF forecast in
2024 (excluding the refinancing and one-off dividend but including
higher interest costs) post-transaction and about EUR3 million of
short-term debt. Fitch expects liquidity to remain adequate through
to 2027 as Fitch forecasts Swissport to remain FCF-positive from
2025 and for the RCF to remain partly undrawn in the absence of
debt-funded acquisitions.

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
   -----------             ------           --------   -----
Radar Topco SARL     LT IDR BB-  New Rating            BB-(EXP)

Radar Bidco SARL

   senior secured    LT     BB+  New Rating   RR2      BB+(EXP)



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

CENTRIENT HOLDING: Moody's Affirms 'B3' CFR, Outlook Now Stable
---------------------------------------------------------------
Moody's Ratings affirmed Centrient Holding B.V.'s (Centrient) B3
long term corporate family rating and the B3-PD probability of
default rating. The outlook on Centrient Holding B.V. was changed
to stable from negative. Moody's also assigned B3 ratings the
proposed senior secured first lien term loan B2 (TLB) due October
2027 and the proposed senior secured first lien revolving credit
facility (RCF) due May 2027, with Centrient Holding B.V. as the
borrower.

In this proposed amend-and-extend transaction Centrient will extend
maturities on its first lien TLB to October 2027, the second lien
TLB (unrated) to March 2028 and the RCF to May 2027 respectively.

RATINGS RATIONALE

The rating action reflects:

-- Proposed transaction extends Centrient's senior secured bank
credit facility maturities with first lien TLB extended by two
years, addressing the maturity of the existing RCF, the first lien
TLB in October 2025 while the second lien TLB in October 2026 is
extended to March 2028.

-- Continued EBITDA improvements with company-adjusted EBITDA for
the last twelve months per March 2024 at EUR118.5 million resulting
in strong deleveraging to 5.1x debt to EBITDA on a company-adjusted
basis.

-- Containment of Astral-related risks by declaring Astral an
unrestricted subsidiary which de-risks Centrient's direct
exposure.

The B3 CFR reflects Centrient's strong positions in the global
antibiotics market, in particular for semi-synthetic cephalosporin
(SSC) and also semi-synthetic penicillin (SSP) active
pharmaceuticals ingredients (APIs), and also strong regional
positions in antifungals in the US, finished dosage forms (FDFs)
for Amoxi and statins in Europe; long-standing relationships with
its main customers; and continued profitability recovery.

The B3 CFR also takes into account the small scale, where incidents
such as the one at the Astral facility can have an
over-proportional negative impact on profitability; a competitive
pricing environment due to global competition; high leverage and a
weak free cash flow track record; as well as pressure from public
health care providers in Europe over reimbursement schemes and
public health policies.

RATIONALE FOR THE STABLE OUTLOOK

The outlook is stable. The stable outlook reflects the extended
maturity profile that creates the potential for Centrient to
execute its strategic plan that includes expectations for a
significant uplift of company-adjusted EBITDA from around EUR118.5
million per the last twelve months March 2024.

LIQUIDITY

Centrient's liquidity is adequate. At closing, the company will
have around EUR39 million of cash and access to an undrawn EUR85
million RCF comprising EUR75 million RCF due May 2027 and EUR10
million additional RCF maturing October 2024. Moody's expects
Centrient to generate moderate, single-digit EUR million positive
free cash flows. The proposed refinancing is a governance
consideration and credit positive as it extends debt maturities.

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

Moody's could upgrade Centrient's ratings if: gross leverage well
below 5.5x; EBITDA to interest expense above 2.5x; and liquidity
strengthened including free cash flow (FCF) to debt in the
mid-single digits (%), all on a sustained basis.

Moody's could downgrade Centrient's ratings if: gross leverage
exceeds 6.5x; EBITDA to interest expense below 1.5x; or if the
company's liquidity deteriorated.

All metric references are Moody's-adjusted.

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

STRUCTURAL CONSIDERATIONS

The group's senior secured bank credit facilities, including the
EUR85 million RCF and the EUR515 million senior secured first lien
term loan are rated B3 and in line with the CFR. These instruments
benefit from a security package, including share pledges,
intercompany receivables and bank accounts. The facilities also
benefit from the protective layer of loss absorption provided by
the EUR80 million equivalent second lien loan in an event of
default.

COMPANY PROFILE

Centrient, headquartered in Rijswijk/the Netherlands, is a leading
manufacturer of active pharmaceutical ingredients (API) and
supplier of finished dosage forms (FDF) to pharmaceutical
companies. Centrient generated revenues of around EUR583.1 million
and company-defined adjusted EBITDA of EUR94.9 million in 2023 and
when excluding Astral. The company has been owned by private equity
firm Bain Capital since 2018.



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

NH HOTEL: Fitch Hikes LongTerm IDR to 'BB-', Outlook Stable
-----------------------------------------------------------
Fitch Ratings has upgraded NH Hotel Group S.A.'s (NHH) Long-Term
Issuer Default Rating (IDR) to 'BB-' from 'B'. The Rating Outlook
is Stable. Fitch has also upgraded the rating of NHH's 2026 senior
secured notes to 'BB+' from 'BB-' while its Recovery Rating remains
at 'RR2'.

At the same time, Fitch has revised NHH's Standalone Credit Profile
(SCP) to 'bb-' from 'b+', reflecting its performance reported for
2023 and expected for 2024 being ahead of Fitch's previous
forecasts, underpinned by strong deleveraging and cash flow
generation. Its approach to the application of Fitch's
Parent-Subsidiary Linkage (PSL) Rating Criteria remains unchanged
and considers the consolidated credit profile plus one notch as the
rating cap.

The upgrade reflects continued business recovery momentum, with
further improvement in occupancy levels while room rates are
anticipated to remain higher than pre-pandemic levels, and positive
free cash flow (FCF) forecast over 2024-2027. The rating action
also takes into account an improvement in the consolidated credit
profile of NHH's parent, Minor International Public Limited
(MINT).

KEY RATING DRIVERS

Strong ADR and Occupancy Growth: NHH reported record revenue per
available room in 2023, driven by double-digit average daily rate
growth that exceeded Fitch's forecasts. Occupancy recovery was
strong, with 2023 occupancies less than 5pp below record levels in
2018 and 2019. Strong 2024 bookings and 1Q24 performance suggest
further improvement in occupancies by 150bp in 2024. Although Fitch
assumes further occupancy growth to be driven by business travel
recovery, Fitch does not expect occupancy to reach pre-pandemic
levels at least until 2026.

Deleveraging Ahead of Refinancing: After proactive debt prepayments
in 2022, over 80% of NHH's financial debt is represented by its
2026 senior secured notes. EBITDAR net leverage in 2023 was 4.8x
and under Fitch case Fitch assumes it to stabilise at around 4.5x
in 2024-2026, which should allow refinancing with leverage metrics
similar to pre-pandemic levels. Stable leverage in Fitch's
forecasts is driven by NHH's large lease portfolio and the
resulting EUR3.6 billion lease-equivalent debt, which are forecast
to grow in line with revenues. Sustainable structural margin
improvements in the absence of material external debt raises could
improve metrics and further benefit the credit profile.

Capex-Light Pipeline: NHH's capex in 2023 was below its forecasts,
and Fitch expects capex to catch up in 2024 to 7.7% of revenues or
EUR175 million in absolute terms. In subsequent years, capex
intensity will continue to decline, to 6.4% in 2025 and below 5%
from 2027. These are materially below the double- digit figures
exhibited before the pandemic. NHH's new capex programme is focused
on asset-light expansion, prioritising new hotel openings under
management contracts, as well as selective hotel repositioning
capex that can be more margin-accretive than new hotel openings.

Strong Cash Flow Generation: NHH's funds from operations (FFO)
margin in 2023 was around 13%. Fitch expects it to remain at low
double digits in 2024-2027, due to sustained profitability and
reduced interest expense. A moderated capex programme, averaging
around EUR130 million in 2025-2028, will result in strong
mid-single-digit pre-dividend FCF margin from 2024 onwards. This
cash may be reinvested to fund growth, or accumulated ahead of
refinancing or distributed to shareholders. Fitch conservatively
assumes dividends of around EUR83 million in 2025, increasing to
EUR134 million by 2027, based on a payout rise to 75% from 50% of
net income and continued growth in profits after taxes.

Mixed Ownership Business Model: NHH has a balanced portfolio of
hotels, with 22% of rooms owned, 65% leased and 14% managed as of
end-2023. While a higher share of owned and leased hotels in
portfolio generally assumes lower cost flexibility than management
model-focused peers', NHH had one of the highest absorption rates
among peers during the pandemic and continues to deploy efficiency
measures including lease renegotiations and energy-price hedging.
Further, sizeable high-quality real estate assets in the form of
owned hotels, including EUR900 million of unencumbered fully owned
hotels, provide financial flexibility as potential collateral or
for sale-leasebacks.

Stronger Subsidiary under PSL Criteria: Fitch views NHH's credit
profile as stronger than that of its parent MINT, and consider the
latter's full effective control and ability to change NHH's board
of directors, although Fitch acknowledges the record of parent
support during the pandemic. Open effective control is only
partially balanced by an independent treasury at NHH. The resulting
assessment of access and control as 'open' is partly offset by
porous legal ring-fencing in the existing debt documentation that
limits the shareholder's access to group cash flow and ultimately
leads to a 'BB-' IDR cap for NHH.

DERIVATION SUMMARY

Being one of the 10 largest European hotel chains, NHH is smaller
and less diversified than higher-rated global peers, such as Accor
SA (BBB-/Positive), Hyatt Hotels Corporation (BBB-/Stable), and
Wyndham Hotels & Resorts Inc. (BB+/Stable). It operates
predominantly under an asset-heavy business model, which focuses on
leasing and owning hotels, which Fitch views as higher-risk than
the managed and franchise models of large global hotel operators.
NHH also has higher leverage and more limited financial flexibility
than peers, which results in two-to-three notches rating
differences.

NHH is rated above asset-heavy luxury hotel operators Sani/Ikos
Group Newco S.C.A. (B-/Stable) and FIVE Holdings (BVI) Limited
(B+/Stable), which have small niche positions in their core markets
of Greece and UAE, respectively. NHH's higher rating than FIVE is
explained mostly by its stronger business profile, while its
greater rating distance with Sani Ikos also reflects NHH's lower
leverage and stronger FCF profile.

KEY ASSUMPTIONS

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

- Revenue to increase on average 4% per year for 2024-2026, driven
by occupancy recovery of 3pp over the period, and about a 2%
average price increase a year

- EBITDA margin of 15.7% in 2024, trending towards 16% by 2028 from
a higher share of management fees in total revenue

- Capex of EUR175 million in 2024 and around EUR130 million on
average in 2025-2028 to cover maintenance capex, additional
repositioning within the portfolio, development of the current
signed pipeline and some limited expansion

- Debt refinancing of EUR400 million in 2025 to address upcoming
2026 senior secured notes maturities

- No revolving credit facility (RCF) drawdowns until its maturity
in 2026

- Dividend distribution in line with legal restrictions and
historical policy in 2025-2028

RECOVERY ANALYSIS

In its recovery analysis, Fitch follows the generic approach
applicable to 'BB' category issuers and treat the senior secured
notes as category 2 first-lien debt, which receives a two-notch
uplift from the IDR leading to 'BB+'/'RR2' instrument rating.

RATING SENSITIVITIES

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

- Strengthening of the SCP, combined with

- Improvement of MINT's consolidated credit profile

- Revision of PSL access & control assessment to 'porous' or
'insulated' and/or revision of PSL legal ring-fencing assessment to
'insulated'

The following developments would be considered for an upward
revision of NHH's SCP:

- EBITDAR net leverage below 4.5x on a sustained basis

- EBITDAR fixed-charge coverage sustainably above 2.0x

- Continued improvement in the operating profile via EBIT margin
maintained above 12%

- Sustained positive FCF

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

- Weakening of MINT's consolidated credit profile

- Revision of PSL legal ring-fencing assessment to 'Open'

- Weakening of the SCP

The following developments would be considered for a downward
revision of NHH's SCP:

- EBITDAR net leverage trending consistently above 5.0x.

- EBITDAR fixed-charge coverage below 1.7x

- Weakening trading performance leading to EBIT margin (excluding
capital gains) trending towards 8%

- Neutral FCF

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity Ahead of Maturities: NHH's liquidity sources
at end-2023 included around EUR180 million of Fitch-calculated
freely available cash, an EUR242 million undrawn RCF and EUR62
million undrawn bilateral credit lines, all comfortably covering
upcoming principal and interest repayments. Liquidity will also be
supported by forecast positive FCF in 2024-2028. NHH's ownership of
around EUR1.2 billion of unencumbered assets provides an additional
source of financial flexibility.

ISSUER PROFILE

NHH operates as an urban hotel chain with a diversified portfolio
focused in the upscale segment. The hotel portfolio comprises 350
hotels with 55,626 rooms in 30 countries in 2023, including
leased/owned hotels (86% of all rooms) and managed (14% of all
rooms). NHH is 95.9% owned by MINT.

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
   -----------              ------        --------   -----
NH Hotel Group S.A.   LT IDR BB-  Upgrade            B

   senior secured     LT     BB+  Upgrade   RR2      BB-



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

TURKIYE SISE: Moody's Upgrades CFR & Sr. Unsec. Bond Rating to B2
-----------------------------------------------------------------
Moody's Ratings has upgraded Turkiye Sise ve Cam Fabrikalari A.S.'s
(Sisecam) corporate family rating to B2 from B3, the Probability of
Default Rating to B2-PD from B3-PD and the backed senior unsecured
rating on its March 2026 bond to B2 from B3. Concurrently, Moody's
has assigned a B2 instrument rating to the proposed $1 billion
backed senior unsecured notes with a five and eight year tenor to
be issued by Sisecam UK Plc. The outlook on Sisecam is positive and
the outlook on Sisecam UK Plc. has been assigned positive.

RATINGS RATIONALE

The upgrade of Sisecam's CFR to B2 from B3 with a positive outlook
reflects Moody's expectation that the company will successfully
complete the $1 billion notes issuance and that around $650 million
of the proceeds will be used to refinance short term debt and
partly tender the $700 million senior unsecured notes due in March
2026. The rating agency assumes that Sisecam will successfully
complete the notes issuance at a manageable interest cost, and in
line with the proposed terms and conditions. Any failure to do so
would likely result in a negative rating action.

The rating action reflects Moody's views that the proposed bond
issuance and short term debt refinancing will strengthen the
company's liquidity profile although the company will continue to
have a high reliance in short term debt. The transaction, if
successful, will lead to an increase of cash on balance sheet of
$350 million and a reduction of short term debt of $250 million
from $1.3 billion as of December 31, 2023. The company has a track
record of managing tight liquidity levels that has resulted in a
constraint to the rating at times. This is a result of high capital
investment requirements as it delivers on its capacity expansion
projects and high levels of short term debt maturities which will
reduce towards 30% of total reported borrowings pro forma for the
transaction from 46% as of December 31, 2023. With improved levels
of liquidity, the company's exposure to Turkiye's political, legal,
fiscal and regulatory environment constrain Sisecam's ratings at
Turkiye's foreign currency bond ceiling of B2.

The proposed transaction will increase Sisecam's debt levels to
over $3.2 billion as of December 2023 pro forma for the transaction
and Moody's adjusted leverage will increase to 2.7x from 2.4x.
Nevertheless, the company's cash position will increase to $1.9
billion, sufficient to cover 2024 and 2025 debt maturities. Moody's
anticipates further deleveraging in the next 12-18 months despite a
weaker than expected performance in 2023 due to a weaker
macroeconomic environment and de-stocking down the value chain.
Moody's expects an improvement in Sisecam's operating performance
as the company's international operation and capacity ramp.

Sisecam's B2 CFR reflects the company's strong credit fundamentals,
and benefits from (1) a leading market position in Turkiye; (2) a
balanced revenue and product mix derived from its architectural
glass, automotive glass, glassware, glass packaging and chemicals
businesses which mitigates single product line exposure; and (3)
good financial profile with Moody's adjusted debt/EBITDA of 2.4x
for the 12 months to December 31, 2023. Sisecam also benefits from
its access to foreign currency revenues from international
operations and exports. The company generated 19% of its revenue
from its EU based operations, 12% from its US based soda ash
business and an additional 20% from Turkiye exports, predominantly
to Europe during 2023.

Conversely, the rating is constrained by (1) its geographic
concentration, with 60% of revenues generated from Turkiye
operations, of which 20% are exports; (2) high capital expenditures
requirements and capital intensive plans to increase its production
capacity; (3) a limited track record of meaningful positive free
cash flow generation; and (4) high levels of short term
borrowings.

ESG CONSIDERATIONS

Sisecam's ratings also reflect a number of environmental, social
and governance (ESG) considerations that are inherent to the glass
manufacturing industry in general and to Sisecam in particular.
This includes a high carbon transition risk because of a
significant use of natural gas in the glass manufacturing process.
While glass manufacturing will remain an energy-intensive process,
its carbon footprint can be reduced using renewable energy but
requires dedicated investments. Moody's also considers the
company's track record of reliance on short term debt a governance
related risk although it will be partly addressed by the proposed
$1 billion senior unsecured bond issuance.

LIQUIDITY PROFILE

Sisecam's liquidity is adequate and supported by cash on balance
sheet of TRY44.1 billion ($1.5 billion), including cash held with
FX-protected deposits. The company's large cash balance helps
offset short term debt repayment needs of approximately 46% of
reported borrowings as of December 31, 2023. Moody's expect Sisecam
to generate operating cash flow of around TRY23 billion during
2024. This expected cash flow, along with its cash holdings, will
help cover (1) short-term debt repayments of TRY29.0 billion and
the current maturities of long term debt of TRY10.3 billion as of
December 31, 2023; (2) estimated capital spending of TRY27 billion
during 2024 which has some flexibility to be reduced; and (3)
estimated dividend payout of TRY4.9 billion.

The proposed $1 billion senior unsecured bond issuance will
strengthen Sisecam's liquidity profile since close to $400 million
(TRY12.8 billion) will be used to early redeem part of the existing
senior unsecured bond due in 2026 and $250 million (TRY8.0 billion)
will be used to refinance short term debt as well as $200 million
for capex in Hungary and Italy, while $550 million hard currency
cash is parked at Sisecam UK Plc. In the meantime the part tender
of $700 million due March 2026 will be met with hard currency cash
held by the guarantor.

STRUCTURAL CONSIDERATIONS

Sisecam does not have any secured debt in its capital structure
with the group utilising long-term project loans in combination
with short-term debt. The senior unsecured noted due in 2026 are
rated in line with the company's corporate family rating because
Moody's rank the company's senior unsecured notes pari-passu with
the other senior unsecured obligations.

The proposed notes issued by Sisecam UK Plc. are senior unsecured
obligations and will rank pari-passu with all other existing and
future unsecured and unsubordinated debt obligations of the
company. The notes benefit from downstream guarantees from the
parent company which represents more than 80% of the group's
EBITDA. The guarantor package has the risk of reducing below 80% of
the group's EBITDA once the US operations gradually ramp up by the
end of 2028 at the earliest.

RATING OUTLOOK

The positive rating outlook mirrors that of the Government of
Turkiye, reflecting Sisecam's exposure to the country's political,
legal, fiscal and regulatory environment.

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

The ratings of Sisecam are constrained at one notch above the
rating of the Government of Turkiye and also by the foreign
currency ceiling. Moody's would consider an upgrade if both the
rating of the Government of Turkiye and the foreign currency
ceiling are raised. This would also require no material
deterioration in the company's operating and financial performance
and liquidity.

Sisecam's ratings are likely to be downgraded in case of a
downgrade of the Government of Turkiye's rating or of the foreign
currency bond ceiling. In addition, downward rating pressure could
arise if there are signs of a deterioration in liquidity.

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

CORPORATE PROFILE

Founded in 1935, Turkiye Sise ve Cam Fabrikalari A.S. is a Turkish
industrial manufacturer of glass products including flat glass
(architectural glass and auto glass), glassware and packaging, as
well as soda ash and chromium-based chemicals. The company operates
in Eastern Europe, Western Europe, CIS and the United States.
Sisecam is 51% owned by Turkiye Is Bankasi A.S. (Isbank, B3
positive), 7% by Efes Holding A.S, 2% of shares are held by Sisecam
itself and 40% listed on Borsa Istanbul. Sisecam reported
consolidated revenues of TRY152 billion ($5.4 billion) and a
Moody's adjusted EBITDA of TRY37.6 billion ($1.3 billion) in 2023.

TURKIYE VAKIFLAR: Fitch Assigns 'CCC' Final Rating to AT1 Notes
---------------------------------------------------------------
Fitch Ratings has assigned Turkiye Vakiflar Bankasi T.A.O.'s
(Vakifbank, B/Positive) issue of Basel III- compliant additional
Tier 1 (AT1) notes, a final long-term rating of 'CCC'.

The assignment of the final rating follows the receipt of final
documents conforming to the information that Fitch has already
received.

KEY RATING DRIVERS

The AT1 notes are rated three notches below Vakifbank's Viability
rating (VR) of 'b'. The notching comprises two notches for loss
severity given the notes' deep subordination, and one notch for
incremental non-performance risk given their full discretionary,
non-cumulative coupons.

Fitch has used the bank's VR as anchor rating as Fitch deems it the
most appropriate measure of non-performance risk. In accordance
with the Bank Rating Criteria, Fitch has applied three notches from
Vakifbank's VR, instead of the baseline four notches, due to rating
compression, as Vakifbank's VR is below the 'BB-' threshold.

The notes are Basel - III compliant, perpetual, deeply
subordinated, fixed-rate resettable AT1 debt securities. They have
fully discretionary, noncumulative coupons and are subject to full
or partial principal write-down if Vakifbank's common equity Tier 1
(CET1) on a bank-only or group-basis ratio falls below 5.125%. They
have a call option (subject to approval by the Banking Regulation
and Supervision Agency) after five years. The notes rank equally
with Vakifbank's outstanding AT1 notes.

In addition, the notes are subject to permanent partial or full
write-down, on the occurrence of a non-viability event (NVE). A NVE
is when a bank incurs a loss (on a consolidated or non-consolidated
basis) and the bank becomes, or it is probable that the bank will
become, non-viable as determined by the local regulator, the
Banking and Regulatory Supervision Authority.The bank will be
deemed non-viable should it reach the point at which the BRSA
determines its operating license is to be revoked and the bank
liquidated, or the rights of the bank's shareholders (except to
dividends), and the management and supervision of the bank, are
transferred to the Savings Deposit Insurance Fund on the condition
that losses are deducted from the capital of existing
shareholders.

Vakifbank's Long-Term Foreign-Currency (LTFC) Issuer Default Rating
(IDR) is driven by its VR and is one notch below Turkiye's rating.

At end-2023, Vakifbank's 11.8% consolidated CET1 ratio (including
forbearance), 13.6% consolidated Tier 1 capital ratio (including
forbearance), and its 15.1% consolidated total capital adequacy
ratio (including forbearance), were above their 8.5% CET1, 10% Tier
1 and 12% total capital regulatory requirements, respectively,
including a capital conservation buffer of 2.5% and a domestic
systemically important bank buffer of 1.5%.

RATING SENSITIVITIES

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

The rating of the notes is primarily sensitive to a downgrade of
Vakifbank's VR.

The AT1 rating is also sensitive to change in Fitch's assessment of
the notes' incremental non-performance relative to the risk
captured in the VR. This may result, for example, from a
significant decline in capital buffers relative to regulatory
requirements. The notching of the notes' rating could be widened to
four should Vakifbank's VR be upgraded to the 'bb-' threshold.

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

The rating of the notes is sensitive to an upgrade of Vakifbank's
VR.

DATE OF RELEVANT COMMITTEE

27 March 2024

ESG CONSIDERATIONS

Turkiye Vakiflar Bankasi T.A.O. has an ESG Relevance Score of '4'
for Management Strategy reflecting an increased regulatory burden
on all Turkish banks. Management ability across the sector to
determine their own strategy and price risk is constrained by
increased regulatory interventions and also by the operational
challenges of implementing regulations at the bank level. This has
a moderately negative impact on banks' credit profiles and is
relevant to banks' rating in combination with other factors.

Turkiye Vakiflar Bankasi T.A.O. has an ESG Relevance Score of '4'
for Governance Structure due to potential government influence over
their boards' effectiveness and management strategy in the
challenging Turkish operating environment, 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           
   -----------             ------           
Turkiye Vakiflar
Bankasi T.A.O.

   Subordinated        LT CCC  New Rating



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

ALUMINIUM WINDOWS: Enters Administration, Owes GBP1.16 Million
--------------------------------------------------------------
Business Sale reports that Aluminium Windows Limited, a
Southampton-based supplier of aluminium doors and windows to
homeowners and tradespeople, fell into administration this month,
appointing Gregory Palfrey and Nigel Fox of Evelyn Partners as
joint administrators.

In the company's last available accounts at Companies House, for
the year ending December 31, 2022, its fixed assets were valued at
close to GBP347,000 and current assets at GBP1.75 million, Business
Sale discloses.  However, at the time, its net liabilities amounted
to GBP1.16 million, Business Sale states.


CONCORDE MIDCO: Moody's Affirms 'B3' CFR, Alters Outlook to Pos.
----------------------------------------------------------------
Moody's Ratings has affirmed the B3 long-term corporate family
rating and B3-PD probability of default of Concorde Midco Limited
(Keyloop or the company). Concurrently the rating agency has
downgraded the instrument rating of the increased EUR817.5 million
senior secured first lien term loan and the EUR60 million senior
secured first lien revolving credit facility (RCF) issued by
Concorde Lux S.a.r.l. to B3 from B2. The outlook of both entities
has changed to positive from stable.

The rating action reflects:

-- The improved credit metrics resulting from the financing
structure of the acquisition of the Automotive Transformation Group
(ATG), a provider of software to UK automotive retailers

-- The repayment of the existing second lien loans which removes
the cushion to the first lien debt

RATINGS RATIONALE  

The affirmation of Keyloop's ratings reflects the company's
announcement of the bolt-on acquisition of ATG, a leading provider
of automotive retailing software focused on sales and after-sales
service, predominately servicing dealers in the UK. The company has
indicated that ATG will contribute around EUR19 million in EBITDA,
which comprises around EUR3 million in estimated synergies and
before estimated integration costs of around EUR5 million each year
for the next two years.

Keyloop's earnings grew moderately in 2023, with around 3.9%
revenue growth (excluding a minor adjustment for the IFRS15
statement), slightly lower than the company's expectations.
Positively the company benefits from a high degree of recurring
revenue, a well-diversified client base, without any material
client concentrations, and with broad geographical reach. These
factors provide good earnings visibility. The company reported
EBITDA margins are solid but pressured by some evidence of clients'
resistance to pricing increases. The company reported EUR131
million EBITDA for 2023, although this is before significant
exceptional and transformation costs.

Nevertheless, the credit quality of the company is constrained by
Keyloop's high product and end market concentration; its low
organic growth, mainly relying on layered applications, with core
DMS products likely to have a broadly flat evolution; and the
company's aggressive financial policy, evidenced by the additional
debt taken on over the past few years which constrained leverage
reduction.

Its credit metrics remain relatively weak, albeit improved by the
transaction, as evidenced by high Moody's-adjusted leverage and
persistently negative cash flow generation.

The rating agency considers the acquisition of ATG as credit
positive. The acquisition will provide Keyloop with the opportunity
for a more integrated software offering for its existing client
base, by way of layering applications, for sales and after-sales,
at the same time as acquiring ATG's client base.

As part of the transaction the existing GBP125 million second lien
debt (unrated) will be repaid, primarily through the introduction
of a new EUR220 million holdco PIK instrument (unrated). As a
result the transaction will result in moderately improved leverage
credit metrics. The agency projects Moody's adjusted debt/EBITDA
for 2024 of around 6.8x pro forma for the ATG acquisition, reducing
from 7.6x at year-end 2023 and approximately EUR10 million
reduction in interest.

The PIK loan is held outside the restricted party group and does
not benefit from any guarantees or asset pledges from companies
within the restricted group. The loan expires in 2029 and does not
contain any cross-default clauses. However, there is a
cash-interest payment option.

LIQUIDITY

The company's liquidity position remains adequate. At the end of
December 2023, the group had a cash balance of EUR86 million and
access to a fully undrawn EUR60 million committed RCF. The RCF is
subject to a springing senior secured net leverage covenant tested
if drawings reach or exceed 40% of facility commitments. Should it
be tested, the rating agency would expect that Keyloop would retain
ample headroom against a test level of 8.75x (Pro forma the
acquisition March 2024: 5.5x).

Keyloop has no debt maturities in the near term, with the RCF
maturing in 2027 and the term loan maturing in 2028.

STRUCTURAL CONSIDERATIONS

Following the repayment of the existing second lien debt, the
increased EUR817.5 million first lien term loan and the EUR60
million RCF form the maturity of the capital structure and are
therefore rated at B3, in line with the CFR.

ESG CONSIDERATIONS

CIS-4 indicates that the rating is lower than it would have been if
ESG risk exposures did not exist. The score reflects governance
risks stemming from Keyloop's concentrated ownership under private
equity firm Francisco Partners and the expectation for aggressive
financial policies that will sustain high levels of financial
leverage.

RATING OUTLOOK

The positive rating outlook reflects Moody's expectation that the
company's operating performance will remain solid over the next
12-18 months and the ATG acquisition will be successfully
integrated.Leverage is expected to reduce and Keyloop's Moody's
adjusted free cash flow generation is expected to turn positive by
year-end 2025 as transformation and integration costs finally
dissipate.

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

Upward rating pressure could develop over time should Keyloop:

-- record solid like-for-like revenue and EBITDA growth on a
sustained basis; and

-- reduce Moody's-adjusted debt/EBITDA to below 6.0x; and

-- improve Moody's-adjusted FCF/debt towards 5% on a sustained
basis

Conversely, downward pressure on Keyloop's ratings would build if:

-- revenue and EBITDA growth is weaker than expected such that its
Moody's-adjusted debt/EBITDA increases; or

-- FCF remains consistently negative; or

-- liquidity position weakens.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Reading, United Kingdom, Keyloop is a global
provider of DMS solutions, including integrated core enterprise
resource planning (ERP) and customer relationship management (CRM)
solutions, to the auto retail industry. In the 12 months that ended
December 2023, Keyloop reported revenue of EUR350 million and
company-adjusted EBITDA before exceptional items of EUR131 million.
The company is fully owned by the financial sponsor Francisco
Partners.

ENTAIN PLC: Moody's Affirms 'Ba1' CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Ratings has affirmed Entain plc ("Entain or the company")'s
Ba1 corporate family rating, the Ba1-PD probability of default
rating and the Ba1 senior secured revolving credit facility.
Moody's has also affirmed Entain Holdings (Gibraltar) Limited's Ba1
ratings on senior secured term loan B, B2 and B3. Concurrently
Moody's assigns a Ba1 rating to the proposed new tranches expected
to be placed in April 2024 and issued by Entain Holding (Gibraltar)
Limited; the EUR senior secured term loan B (EUR TLB4) due in June
2028 and USD senior secured term loan B (USD TLB3) due in 2029. The
new EUR TLB4 and USD TLB3 will have a new interest rate margin and
replace the existing EUR1,030 million senior secured term loan B
(EUR TLB3) due in June 2028 and the USD1,760 million senior secured
term loan B (USD TLB2) due in 2029. The combined amount of EUR TLB4
and USD TLB3 will be adding GBP600 million equivalent to the
outstanding balances of EUR TLB3 and USD TLB2.

The outlook for both entites have been changed to negative from
stable.

RATINGS RATIONALE

The outlook revision to negative from stable reflects the revision
downwards of Moody's expectations for 2024 of EBITDA and free cash
flow generation (on a Moody's adjusted basis). Moody's now expects
that Entain will not meet the 3.5x Moody's leverage guidance for
the Ba1 rating by end of 2024. The proposed add-on of GBP600
million equivalent to existing debt effectively prevents the
company from achieving Moody's 3.5x leverage guidance and the
company's targeted net leverage of below 2x. Moody's, however,
views positively Entain's efforts to maintain a good liquidity
profile, with the recent increase in RCF commitments from GBP590
million to GBP635 million and the proceeds for the additional debt
retained on the balance sheet to pre-fund a number of one-off cash
outflows (the first tranche of the DPA liability, the GBP25 million
renewal of the Italian license, the GBP55 million restructuring
costs of project Romer, amongst others). Moody's expects Entain to
achieve Moody's leverage guidance by the end of 2025, one year
after Moody's original expectations.

The negative outlook also reflects the recent departure of the CEO
and changes to the board composition that could lead to a change in
company's strategy. Although a final strategy will be communicated
to market only after the appointment of a new CEO, Moody's views
positively the creation of the board sub-committee focussed on a
strategic review of all businesses and potential disposals, if any.
As a result, Moody's no longer expects Entain to continue to make
sizeable acquisitions but sees the potential for some debt
repayment from the disposal proceeds instead.

Entain's Ba1 ratings continue to reflect (1) Entain's diversified
business profile - across mature markets (UK, Italy, Netherlands)
and fast growing geographies (Australia, Brazil, Central & Eastern
Europe) but also products and delivery channels, (2) the underlying
positive demand in online gaming and sports betting combined with a
stable retail gaming cash flow generation, (3) Entain's continued
strategic focus on product innovation and responsible gambling
initiatives, with the latter reducing the impact of regulatory
changes outside the UK market, (4) Entain's proprietary technology
platform and CRM system, which provide some form of barrier to
entry, and (5) first-mover advantage in the growing US market
through its JV BetMGM, which firmly retains number three position.

On the other hand, Entain's ratings remain constrained by (1) its
free cash flow materially constrained by HMRC settlement and
dividend distributions as well as a protracted Moody's adjusted
leverage above 3.5x; (2) strategy uncertainty following CEO's
departure and company's ongoing business review, (3) the highly
competitive nature of the online betting and gaming industry,
requiring constant innovation to maintain and attract new
customers, (4) the risk of greater regulation and higher gaming tax
being introduced, presenting uncertainty for the business and may
be difficult to overcome, and (5) the JV structure in North America
(BetMGM) limits Entain's control over strategy and cash flows
repatriation.

LIQUIDITY

Moody's expects Entain's liquidity position to remain good after
the proposed debt add-on. The company's liquidity is supported by a
sizeable GBP635 million revolving credit facility with a 2026
maturity which is expected to remain undrawn. Moody's liquidity
assessment is also based on GBP509 million of cash available on the
balance sheet pro-forma for the transaction (based on 2023 year end
balance) and a long dated debt maturity profile (largely 2028 and
2029).

The senior secured RCF benefits from a springing covenant once
drawn for at least 40%; the covenant level of 5.5x is expected to
step down to 5.0x after 2025, leaving plenty of headroom.

ESG CONSIDERATIONS

Moody's considers the company's governance to be a key driver for
the rating action. The rating agency Governance score of Entain plc
remain IPS-3. Nevertheless, the action reflects Moody's views that
ongoing management changes and the potential disposal of a number
of operations increases uncertainty about the future direction of
the business.

STRUCTURAL CONSIDERATIONS

The rating of all debt instruments are in line with the CFR
reflecting a single debtor class in the capital structure.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects Moody's expectations that credit
metrics will continue to deteriorate in 2024 with the potential for
improvement only from 2025. In addition, Moody's negative outlook
is influenced by the protracted weak performance in the UK online
business, which the rating agency expects to return to organic
growth only towards the end of 2024.

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

Upward pressure on the ratings is unlikely to materialize in the
next 18 months, however, it could arise over time if Entain's (1)
Moody's-adjusted gross leverage falls sustainably below 2.5x; (2)
retained cash flow (RCF)/Net debt (as adjusted by Moody's) remains
sustainably above 35%. For an upgrade Moody's also expects the
group to further define its dividend policy and meet its net
leverage target.

Downward pressure on the ratings could occur if Entain's (1) UK
online business doesn't resume to organic growth in the next 6-9
months, (2) Moody's-adjusted gross leverage is maintained above
3.5x beyond the next 18 months, (3) significantly adverse
regulatory actions in one or more of the larger geographies, or (4)
changes in the financial policy leading to greater appetite for
leverage.

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

COMPANY PROFILE

Entain is one of the largest global gaming & betting operators with
revenues of GBP4.8 billion and company's adjusted EBITDA of GBP1
billion for the full year ending December 2023. It has operations
in 31 regulated or regulating territories, more than 25,000 people
in 20 offices across five continents. Listed on the London Stock
Exchange and a constituent of the FTSE 100 index, it has a market
capitalisation exceeding GBP5 billion.

GKN HOLDINGS: S&P Affirms Then Withdraws 'BB+' LT ICR
-----------------------------------------------------
S&P Global Ratings has affirmed and then withdrawn its 'BB+'
long-term issuer credit rating on GKN Holdings Ltd., at the issuers
request. At the same time, S&P withdrew the 'BB+' issue rating on
the senior unsecured notes. This follows the repayment of the
majority of its bond due 2032, of which GBP10 million remains
outstanding. The outlook was stable at the time of the withdrawal.

The stable outlook at the time of withdrawal reflects the view that
GKN's operating performance across its engines and structures
segments should continue to improve, leading to revenue growth of
around 8%-10% and EBITDA margins rising to 14.5%-16% in 2024. In
addition, we expect credit metrics to improve such that adjusted
debt to EBITDA remains below 3x and FFO to debt trends upward to
close to 30%.


GRANIT CHARTERED: Lack of Commissions Prompts Liquidation
---------------------------------------------------------
Greg Pitcher at The Architects' Journal reports that a liquidator
has been appointed to take control of London practice Granit
Chartered Architects.

Adam Solomon Nakar of insolvency specialist WSM Bloom was brought
in to the struggling firm by its creditors last week, the AJ
relates.

Latest accounts show Granit owed more than GBP218,000 within 12
months of March 31, 2023, and had almost GBP173,000 of longer-term
debt, the AJ discloses.

Its shareholders' deficit was listed as GBP223,169 in March last
year, up from GBP52,732 just 12 months earlier, the AJ notes.

Trading on its website as Granit Architecture + Interiors, the
business was based at Studios 18-19, 16 Porteus Place, near Clapham
Common.

Its accounts showed the practice employed an average of 18 people
in the year to March 31, 2023.  However, the AJ understands 15
people, including the directors, were made redundant when the
company finally ceased trading.

Granit carried out mainly residential and commercial projects in
the capital and surrounding areas.

Robert Wilson, who founded the practice in 1988 and formally set up
the company Granit Chartered Architects in 1988, told the AJ a lack
of commissions had led to the liquidation.

"There was just no work.  It was almost like a tap had been turned
off," the AJ quotes Mr. Wilson as saying.  "In terms of fee
cutting, [we are seeing] some ludicrous prices.  We'd witnessed
some fees [from other practices] for a full design service
equivalent to what we'd charge just to measure a building
properly."


LANES RECOVERY: Goes Into Administration, Owes Creditors GBP2.5MM
-----------------------------------------------------------------
Business Sale reports that Lanes Recovery Limited, a vehicle
recovery, emergency support and repair provider based in
Abergavenny, fell into administration last week after being issued
with a winding-up petition earlier this month.

Andrew Watling and Carl Jackson of Quantuma Advisory were appointed
as joint administrators, Business Sale relates.

According to Business Sale, in the company's accounts for the year
to July 31, 2023, its fixed assets were valued at slightly over
GBP1 million and current assets at GBP476,642.  However, the
company owed more than GBP2.5 million to creditors at the time,
with its net liabilities standing at over GBP1 million, Business
Sale notes.


LLOYDSPHARMACY: Landlord Raises 'Conflict of Interest' Concerns
---------------------------------------------------------------
C+D reports that a landlord owed nearly half-a-million pounds by
Lloydspharmacy's former holding company has raised concerns about
its liquidators' "conflicts of interest".

AAH Limited -- the holding company for Lloydspharmacy and its
sister companies until its private equity owner Aurelius
restructured the company -- owed property company LCN GBP452,358 in
outstanding rent by February this year, C+D has learned.

After it was sold in August, AAH Ltd abandoned the two buildings it
leased from LCN for its head office in Coventry and stopped paying
rent without notice, C+D was told.

LCN issued a petition for AAH Ltd's winding up to recover the debt
via compulsory liquidation in February, but a court instead allowed
the company to be placed into voluntary liquidation at a hearing on
April 10, C+D relates.

On April 11 Turpin Barker Armstrong (TBA) and Menzies were
appointed as joint liquidators for AAH Ltd by its former parent
company the Hallo Healthcare Group (HHG), C+D recounts.

But LCN said that it "has concerns about conflicts of interest"
with the company voluntary liquidation, C+D notes.

C+D was told that another company owned by Aurelius is paying for
the costs of the company voluntary liquidation and for the cost to
oppose LCN's winding up petition.

TBA has also been appointed as liquidator to other companies
formerly owned by Aurelius, including Lloydspharmacy itself, C+D
states.

According to Companies House records, AAH Ltd's name was changed on
Aug. 31 -- with the change registered on Sept. 11 -- and Graham
Wiseman was made its sole director on the same day.

Mr. Wiseman acquired AAH Ltd for GBP1, along with a GBP50 million
debt that it owed to the Hallo Healthcare Group, and also acquired
Lloydspharmacy around the same time, C+D has learned.

In January, it was revealed that Lloydspharmacy had been placed
into liquidation with GBP293 million owed to creditors, C+D
recounts.

Now, C+D has learned that Mr. Wiseman was paid by Aurelius to take
over AAH Ltd.

Mr. Wiseman has also been appointed as a director to other
Aurelius-owned companies that are now insolvent, most notably The
Body Shop, C+D sates.

However, former Lloydspharmacy owner HHG previously told C+D that
the new proprietor was acting independently to manage its affairs.

An LCN spokesperson told C+D that it wants full and independent
scrutiny of "the restructuring of the AAH Ltd group and the actions
of Aurelius" to check compliance with "all relevant laws".

"It cannot be right that Aurelius acquires a group, restructures it
leading to its insolvency and then has any influence over the
liquidation process," LCN's spokesperson, as cited by C+D, said.

The liquidation process should consider "the facts leading to the
company's insolvency" and whether any of its creditors have been
"unfairly prejudiced", they added.

LCN "wishes to understand" why Mr. Wiseman would have bought AAH
Ltd if the company had "a genuine GBP50 million liability to" HHG,
the spokesperson told C+D.

The property company is "awaiting court dates for a full hearing of
these important issues before a judge", they said.


MILLER HOMES: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Miller Homes Group (Finco) PLC's
Long-Term Issuer Default Rating (IDR) at 'B+' with a Stable
Outlook. Fitch also affirmed its senior secured rating at 'BB-'
with a Recovery Rating of 'RR3'.

The ratings reflect Miller Homes' high leverage and established
market position in the inherently cyclical UK housebuilding sector.
The group focuses on affordable suburban homebuilding developments
on the edge of cities and towns. Its partnerships division provides
some sales stability and working capital benefits to the group.

Miller Homes' performance for 2023 remained within Fitch's
expectations. EBITDA declined to GBP158 million (2022: GBP218
million) due to fewer completions, flat average selling prices
(ASPs) and build cost inflation. It accumulated higher cash of
GBP194 million as it reduced land purchases. Despite the increase
in cash, the EBITDA reduction increased end-2023 net debt/EBITDA to
3.9x (end-2022: 2.9x). Fitch expects this cash flow leverage to
remain temporarily above its 3.5x negative rating sensitivity in
2024, before it falls as demand recovers in an under-supplied UK
housing market.

KEY RATING DRIVERS

Established Mid-Sized Housebuilder: Miller Homes is a mid-sized UK
housebuilder with a focus on the midlands, south and north England
and Scotland. Its products are standardised, typically three- to
four-bedroom single-family homes in suburban locations on the edges
of cities and towns. Its 2023 ASP was GBP288,000, close to the
national average house price. The company's target market has
strong structural demand given an under-supplied UK housing market.
Customers are mainly middle-income home occupiers buying with
mortgages, about 30% of whom are first-time buyers.

Improving Sales: Fitch expects interest and inflation to decline in
2024, which will benefit Miller Homes' sales. The improvement is
likely to be moderate as higher than historical mortgage rates
continue to affect affordability. Miller Homes' forward sales
strategy provides good revenue visibility and sales security. At
end-March 2024, its forward sales stood at GBP669 million or 2,457
units, which is about 70% of its completions in 2023. Its sales
rate (which measures reservations net of cancellations per sales
outlet per week) improved to 0.72 in the first 12 weeks of 2024
(first 12 weeks of 2023: 0.6).

Build Costs Beginning to Decline: Labour and material costs remain
high, but Miller Homes has been negotiating for lower prices from
its subcontractors due to a reduction in housebuilding volumes in
2023. The lower construction costs and an expected increase in ASP
should result in higher EBITDA margins over time. Fitch forecasts
EBITDA margins to be largely unchanged at 15.9% in 2024 (2023:
15.6%) before improving to around 16.5% in 2025.

Leverage to Improve: Fitch expects cash flow leverage to reduce
from 2025 onwards as higher sales and land investment in 2024 lift
EBITDA. Fitch expects 2024's net debt/EBITDA to remain high at 4.3x
before it falls below its negative rating sensitivity of 3.5x in
2025. In 2023, debt was unchanged at GBP818 million after doubling
from 2022 due to a buyout by financial sponsor Apollo Global
Management.

EBITDA interest coverage declined to 2.4x in 2023 (2022: 4.1x) due
to higher interest costs from variable-rate debt and lower EBITDA.
Fitch expects the EBITDA interest coverage to be stable in 2024 and
improve thereafter because of the expected decline in interest
rates affecting home purchasers, Miller Homes' own variable-rate
debt, and improved profits.

Flexibility in Land Spend: The group has demonstrated a cautious
approach to land acquisition, frequently using land options to
provide for the land pipeline to limit initial cash outlays. Miller
Homes curbed its land spending from mid-2022 to end-2023 in
response to the rise in interest rates that reduced housing demand.
Although its owned land bank has declined, it purchased 17 sites
and continued to procure land options. It has a target acquisition
pipeline of 40 sites in 2024 that will benefit sales volume from
2025. Of 2024's forecast GBP250 million land spend, only GBP85
million is committed, providing flexibility to defer acquisitions
if market condition changes.

Added Stability from Partnership Sales: The group set up Miller
Partnerships (Partnerships) in 2023 to work with housing
associations and private rental institutions. Partnerships should
provide some sales stability and working-capital benefits as the
group receives upfront payments for land as well as milestone
payments. Partnerships are expected to deliver 850 units in 2024
(2023: 397 units) based on contracts signed. This will account for
25% of projected full-year completions for 2024. Although ASPs
under these partnerships are lower than private-sale ASP, Miller
Homes saves on marketing costs and site overheads, the latter due
to earlier completions of sites with partnerships.

Landbank Provides Good Recovery Potential: The rating of Miller
Homes' senior secured notes benefits from a one-notch uplift from
its IDR based on Fitch's bespoke recovery analysis. The analysis is
based on a liquidation approach, supported primarily by Miller
Homes' land portfolio, which Fitch applies a 20% discount to its
year-end book value.

DERIVATION SUMMARY

UK housebuilders, Miller Homes, Maison Bidco Limited (IDR:
BB-/Stable; trading as Keepmoat) and The Berkeley Group Holdings
plc (IDR: BBB-/Stable) have similar annual sales volumes of 3,000
to 4,000 units. They are smaller than the UK's largest
housebuilders, such as Barratt, Persimmon or Taylor Wimpey, some of
which deliver more than 10,000 units a year. Berkeley's revenue of
GBP2.6 billion in its financial year to 31 July 2023 is much higher
than Miller Homes' GBP1 billion in 2023 and Keepmoat's GBP778
million in its financial year to 31 October 2023.

Both Miller Homes and Keepmoat focus on building standardised,
single-family homes outside of London. Keepmoat's ASP of GBP207,000
in its FY23 is lower than Miller Homes' ASP of GBP288,000,
reflecting its partnership-focused business model. Berkeley targets
different markets and product offerings. The company builds
long-term redevelopment projects in London and southeast England,
usually accommodating 1,000 to 5,000 units and taking five to six
years before the first round of practical completions. Berkeley's
ASP is much higher, at GBP608,000 in FY23 due to the location of
its projects and higher-end products.

Spanish housebuilders, AEDAS Homes, S.A. and Via Celere Desarrollos
Inmobiliarios, S.A.U. (both rated BB-/Stable with revenues below
EUR1 billion) operate in a more fragmented market. They focus on
the most affluent areas within Spain with products comparable to
Berkeley's.

UK and Spanish housebuilders have high upfront funding requirements
for land acquisition and development spend, but receive relatively
small customer deposits. UK housebuilders can manage their funding
needs with land options but Spanish housebuilders do not have this
benefit. In Spain, a land vendor may offer deferred payment terms
that will benefit a housebuilder's working capital. Keepmoat enjoys
such deferred payment terms for land acquisitions due to its
partnership model, also working with local authorities in
identifying and sourcing suitable land for development.

Kaufman & Broad S.A. (IDR: BBB-/Stable) is one of the largest
housebuilders in France. It has the best funding profile among its
Fitch-rated peers. The company purchases land after marketing and
uses land options. It also benefits from staged payments from its
customers based on its construction phases.

KEY ASSUMPTIONS

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

- Flat sales volume in 2024 and growing 3% and 4% in 2025 and 2026

- Low single-digit increases in ASP in each year

- Gross profit margin of 22%-23%

- Land spend of GBP640 million spread across 2024-2026

- No dividend payments

- No mergers or acquisitions

RECOVERY ANALYSIS

Miller Homes' key assets are its trade receivables and inventory
(land and development work in progress). Fitch is maintaining an
80% advance rate for the group's receivables and inventories.
Together with the two bonds outstanding, Fitch has also assumed a
full drawdown of its GBP194 million super senior secured revolving
credit facility (RCF), which remains undrawn to date. This results
in a recovery estimate of 51% and a senior secured rating of
'BB-'/'RR3'.

RATING SENSITIVITIES

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

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

- Maintaining order book/development work-in-progress (WIP) around
or above 100% on a sustained basis

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

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

- Order book/development WIP materially below 100% on a sustained
basis

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

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Miller Homes had a healthy cash balance of
GBP194 million at end-2023, bolstered by its more cautious land
spend in the year. Fitch expects its cash to decline in 2024 as it
increases land acquisitions, albeit still at a healthy level of
around GBP140 million. Combined with its undrawn GBP194 million
super senior secured RCF maturing in September 2027 and no
near-term debt maturities, Fitch expects Miller Homes' liquidity
position to remain comfortable.

The group's EUR465 million senior secured floating-rate notes
mature in May 2028 while its GBP425 million senior secured
fixed-rate notes mature in May 2029. Miller Homes hedges its
foreign exchange exposure from its euro-denominated debt but not
its variable-rate debt.

ESG CONSIDERATIONS

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

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

   senior secured     LT     BB- Affirmed   RR3      BB-

RICHARDS CARS: Enters Administration, Owes Creditors Over GBP1.2MM
------------------------------------------------------------------
Business Sale reports that Richards Cars Limited, a seller of used
cars based in Maldon, Essex, fell into administration earlier this
month, with Lee De'ath and Tom Gardiner of Begbies Traynor's
Colchester office appointed as joint administrators.

According to Business Sale, in the company's accounts for the year
ending May 31, 2022, its total assets were valued at around GBP1.4
million.  However, the company owed creditors in excess of GBP1.2
million at the time, with its net assets amounting to GBP142,085,
Business Sale notes.


SATUS 2024-1: Moody's Downgrades Rating on Class E Notes to (P)B1
-----------------------------------------------------------------
Moody's Ratings has downgraded the following provisional ratings on
Notes to be issued by Satus 2024-1 plc:

GBP [ ] Class B Asset-Backed Floating Rate Notes due January 2031,
Downgraded to (P)Aa3 (sf), previously on April 15, 2024 Provisional
Rating Assigned (P)Aa2 (sf)

GBP [ ] Class C Asset-Backed Floating Rate Notes due January 2031,
Downgraded to (P)Baa3 (sf), previously on April 15, 2024
Provisional Rating Assigned (P)A3 (sf)

GBP [ ] Class D Asset-Backed Floating Rate Notes due January 2031,
Downgraded to (P)Ba2 (sf), previously on April 15, 2024 Provisional
Rating Assigned (P)Baa3 (sf)

GBP [ ] Class E Asset-Backed Floating Rate Notes due January 2031,
Downgraded to (P)B1 (sf), previously on April 15, 2024 Provisional
Rating Assigned (P)Ba2 (sf)

Moody's has not taken any rating action as a result of the
correction on GBP [ ] Class A Asset-Backed Floating Rate Notes due
January 2031.

Moody's has not assigned a rating to GBP [ ] Class Z Asset-Backed
Notes due January 2031.

The rating actions reflect the correction of an input error by
Moody's in the yield vector assumption used in the cash flow
analysis.

RATINGS RATIONALE

The rating actions reflect the correction of an error in Moody's
calculation of the yield vector at the time the provisional ratings
were assigned. In calculating the yield vector, a 5.5% assumed
index rate was incorrectly added to the weighted average fixed rate
of the pool (equal to 17.8% for the initial pool), resulting in
unduly high excess spread. Modeling with the correct yield vector
had a negative credit impact on the mezzanine and junior notes. The
analysis took into account updated information on the portfolio,
cost of the notes and swap rate.

Moody's determined the portfolio lifetime expected defaults of 10%,
expected recoveries of 45% and Aaa portfolio credit enhancement
("PCE") of 31% related to borrower receivables. The expected
defaults and recoveries capture Moody's expectations of performance
considering the current economic outlook, while the PCE captures
the loss Moody's expect the portfolio to suffer in the event of a
severe recession scenario. Expected defaults and PCE are parameters
used by Moody's to calibrate its lognormal portfolio loss
distribution curve and to associate a probability with each
potential future loss scenario in the cash flow model to rate Auto
ABS.

Portfolio expected defaults of 10% is higher than the EMEA Auto ABS
average and is based on Moody's assessment of the lifetime
expectation for the pool taking into account: (i) historical
performance of the book of the originator, (ii) benchmark
transactions, and (iii) other qualitative considerations.

Portfolio expected recoveries of 45% is higher than the EMEA Auto
ABS average and is based on Moody's assessment of the lifetime
expectation for the pool taking into account: (i) historical
performance of the originator's book, (ii) benchmark transactions,
and (iii) other qualitative considerations.

PCE of 31% is higher than the EMEA Auto ABS average and is based on
Moody's assessment of the pool which is mainly driven by: (i) the
relative ranking to originator peers in the EMEA market, and (ii)
the weighted average original loan-to-value of 93.9% which is worse
than the sector average. The PCE level of 31.0% results in an
implied coefficient of variation ("CoV") of 44.2%.

Residual value risk credit enhancement ("RV CE")

Moody's expects a decline in the market prices of used cars in the
event of a severe recession environment. The sum of the RV CE and
PCE, as described above, determines the total credit enhancement
that is needed to be consistent with the rating for each Class of
Notes.

In deriving the RV CE, Moody's assumes a haircut to the portfolios
forecasted used car prices of 40% for the Aaa (sf) rated Notes, and
a haircut for each Class of rated notes taking into account (i)
robustness of RV setting, (ii) track record of car sales, and (iii)
diversification of brands in the RV portfolio. The haircuts are in
line with the EMEA Auto ABS average.

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
November 2023.

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

Factors that may cause an upgrade of the ratings of the Notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of (a) servicing or cash management interruptions and (b) the risk
of increased swap linkage due to a downgrade of the swap
counterparty ratings; and (ii) economic conditions being worse than
forecast resulting in higher arrears and losses.


                           *********


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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