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

                          E U R O P E

          Friday, May 31, 2024, Vol. 25, No. 110

                           Headlines



C Z E C H   R E P U B L I C

[*] CZECH REPUBLIC: Business Insolvencies Up 5% to 1,074 in 2023


F I N L A N D

CITYCON OYJ: S&P Assigns 'BB' Rating on New Sub Hybrid Note


F R A N C E

BERTRAND FRANCHISE: Moody's Assigns First Time 'B2' CFR


G E R M A N Y

ADLER PELZER: Moody's Ups CFR & EUR400MM Sr. Secured Notes to B2


I R E L A N D

DILOSK RMBS 9: Moody's Assigns Ba3 Rating to EUR5MM Class X1 Notes
NUBILITY CAPITAL: Liquidator Seeks Sale of Nuremore Hotel


I T A L Y

BPER BANCA: Moody's Hikes Issuer & Unsecured Debt Ratings From Ba1
MARCOLIN SPA: Moody's Ups CFR & EUR350MM Sr. Secured Notes to B2


L U X E M B O U R G

ITP AERO: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
MHP SE: Fitch Affirms 'CC' LongTerm Issuer Default Ratings
PLT VII FINANCE: Moody's Affirms 'B2' CFR, Outlook Remains Stable
PLT VII FINANCE: S&P Affirms 'B' ICR & Alters Outlook to Positive


N E T H E R L A N D S

ACE HOLDINGS III: Moody's Assigns 'B2' CFR, Outlook Stable
ACE HOLDINGS III: S&P Gives Prelim 'B' LongTerm ICR, Outlook Stable


S P A I N

PROPULSION (BC) FINCO: Moody's Affirms 'B2' CFR, Outlook Stable


S W I T Z E R L A N D

GATEGROUP HOLDING: S&P Affirms 'CCC+' ICR & Alters Outlook to Pos.


U K R A I N E

DTEK ENERGY: Moody's Affirms 'Ca' CFR & Alters Outlook to Stable


U N I T E D   K I N G D O M

CARILLION PLC: Oxfordshire Council Spent GBP13.5MM Fixing Defects
HARBEN FINANCE 2017-1: S&P Affirms 'B-(sf)' Rating on X-Dfrd Notes
HOPS HILL 4: S&P Assigns BB(sf) Rating on Class E-Dfrd Notes
PERKINS STOCKWELL: Set to Go Into Administration
PHARMANOVIA BIDCO: Moody's Rates New Senior Secured Debt 'B2'

RITCHIES HGV: Goes Into Administration, Put Up for Sale
TI GROUP: Moody's Ups CFR to 'Ba3' & Secured Loans to 'Ba2'
URBAN SPLASH: Set to Go Into Liquidation


X X X X X X X X

[*] BOOK REVIEW: Transcontinental Railway Strategy

                           - - - - -


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C Z E C H   R E P U B L I C
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[*] CZECH REPUBLIC: Business Insolvencies Up 5% to 1,074 in 2023
----------------------------------------------------------------
The Czech Republic saw 1,074 firms go into insolvency in 2023, 5%
more than the previous year, with the number of business
insolvencies in the CEE region rising by 39%, according to an
analysis of the Coface insurance company provided to CTK.

There were 570,000 companies in the Czech Republic at the end of
2023, CTK relays, citing The Czech Statistical Office (CSU).

The construction sector accounted for almost one-fifth of the total
number of insolvencies in the Czech Republic, followed by retail
with 11% and services with 10%, CTK discloses.

"The Czech economy was operating at a higher interest rate than the
euro area, energy price compensation was not as generous, and
household purchasing power was falling the most in the region.
These factors contributed to the cancellation or postponement of
many construction projects.  In this respect, 2024 will also be a
difficult year and a return to normal growth levels cannot be
expected until 2025," CTK quotes Martin Prochazka, Coface's risk
underwriting head for the Czech Republic and Slovakia, as saying.

Coface expects a further increase in insolvencies in the Czech
Republic and the region this year in selected sectors, especially
in the construction and retail sectors, CTK states.  However, the
total number of insolvencies could decrease in year-on-year terms
due to the recovery in consumer spending and the overall
stabilisation of the macroeconomic environment, CTK notes.

According to CTK, Coface said the most important insolvency cases
in the Czech Republic in 2023 are retailer Rosa market, mobile
phone distribution company Mamut and energy supplier Tameh Czech.




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F I N L A N D
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CITYCON OYJ: S&P Assigns 'BB' Rating on New Sub Hybrid Note
-----------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue rating to Citycon Oyj's
subordinated hybrid note proposed to existing investors under the
company's exchange offer, launched on May 28.

Citycon (BBB-/Negative/A-3) has launched a public offer to exchange
its perpetual subordinated hybrid note with a current outstanding
value of EUR291.9 million. The exchange offer will be carried out
for a par combination of new proposed hybrid note. S&P understands
that any left portion of the hybrid note that will not be exchanged
will remain outstanding and not being called at its first optional
call date in November 2024.

S&P said, "We assess the proposed hybrid notes as having
intermediate equity content until its first reset date and assign a
rating of 'BB'. We rate the proposed perpetual subordinated hybrid
notes at 'BB', two notches below the 'BBB-' issuer credit rating on
Citycon. The two-notch rating difference reflects our notching
methodology, which calls for deducting one notch for subordination
because our long-term rating on Citycon is investment grade ('BBB-'
or higher); and an additional notch for payment flexibility,
because the option to defer interest stands with the issuer. We
assess the notes as having intermediate equity content until its
first reset date, which is set to be at least five years after
issuance. This is because they are subordinated to the company's
senior debt obligations, cannot be called for more than five years,
and are not subject to features that could discourage or materially
delay deferral. Overall, we consider that the terms and conditions
of the proposed hybrid note are similar to those of the group's
outstanding notes currently totaling about EUR613 million.

"We view the company's offered cash exchange fee of up to EUR14
million as sizable, but it should be manageable for the group.The
cash exchange fee of 4.75% is high and will impact the company's
cash flow in 2024. That said, we expect no material deterioration
of the group's liquidity position, nor its credit metrics,
considering the company's total asset base of around EUR4.5
billion, including unrestricted cash and cash equivalents of about
EUR120 million at end-March 2024.

"We will keep the intermediate equity content on its
to-be-exchanged hybrid until its reset date in February 2025, if
any portion remain outstanding after the exchange offer is
completed. We will keep any remaining portion of the outstanding
EUR291.9 million hybrid notes after the transaction, as having
intermediate equity content and would continue to view it as 50%
equity, until its first reset date in February 2025. For holders of
the EUR291.9 million tranche of hybrid notes that do not accept the
proposed exchange offer, all of the remaining portion of this
tranche will remain outstanding. We understand that Citycon will
complete the offer only if it reaches a minimum threshold of EUR150
million. The instrument remains a subordinated and relatively
long-dated element of the balance sheet and we expect the issuer
will use it to conserve cash. The exchange offer doesn't impact our
assessment on the other hybrids outstanding, which is not part of
the current transaction."

Depending on the acceptance level, the exchange offer could be
slightly detrimental for the group's overall credit metrics.
Depending on the acceptance level, the anticipated transaction, if
completed as expected, would mean that the unexchanged portion of
the hybrid note would lose its intermediate equity content from
February 2025; hence increasing slightly the company's debt-to-debt
plus equity ratio. S&P will reassess the final impact on the
company's credit metrics once it has full clarity on the final
acceptance ratio of the exchange offer.

Still, S&P currently has a negative outlook on the 'BBB-' rating on
Citycon, reflecting challenging property market conditions and
tight headroom under our credit metrics for the 'BBB-' rating. The
proposed offer in itself is unlikely to lead to a revision of its
outlook or rating.




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F R A N C E
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BERTRAND FRANCHISE: Moody's Assigns First Time 'B2' CFR
-------------------------------------------------------
Moody's Ratings has assigned a first-time B2 long-term corporate
family rating and a B2-PD probability of default rating to Bertrand
Franchise Finance (BFF, Bertrand Franchise or the company), the
subsidiary of Bertrand Franchise, a leading food service
franchising entity in France. Concurrently, Moody's has also
assigned B2 instrument ratings to the proposed new EUR1,150 million
backed senior secured notes due in 2030 to be issued by Bertrand
Franchise Finance. The outlook is stable.

Moody's has also withdrawn the B2 long-term CFR and the B2-PD PDR
of Burger King France SAS as these have been assigned at the new
parent company of the restricted group, Bertrand Franchise Finance.
The rating on the existing backed senior secured floating-rate
notes due in 2026 borrowed by Burger King France SAS will be
withdrawn upon repayment of these notes.

The proceeds from the new proposed EUR1,150 million backed senior
secured notes will be used to repay existing operating companies
debt, including the existing EUR665 million senior secured
floating-rate notes due in 2026 borrowed by Burger King France SAS
(BKF or BK France) and the EUR235 million pay-if-you-can (PIYC)
notes due in 2027 issued by Midco GB SAS. The company will also
enter into a new 4.5-year EUR165 million super senior revolving
credit facility (RCF).

"Bertrand Franchise will be initially weakly positioned within the
B2 rating category in light of its high leverage and weak interest
coverage. However, the rating reflects Moody's expectation that the
company's EBITDA will grow over the next 12-18 months, leading to
stronger credit metrics. This expectation builds on the positive
track record in performance observed post-pandemic and network
expansion of the Burger King perimeter, in addition to the concept
diversification and growth upside of the Casual Food perimeter",
says Michel Bove, a Moody's AVP-Analyst and lead analyst for
Bertrand Franchise.

"The stable outlook anticipates the company's deleveraging trend
continuing, primarily fueled by network expansion through its
asset-light model", adds Mr. Bove.

RATINGS RATIONALE      

The B2 CFR assigned to Bertrand Franchise's is supported by:  (1)
the company's exclusive rights in France to the globally recognized
Burger King brand, which has an extensive international track
record; (2) its attractive portfolio of Burger King brand
restaurants, strategically located and with favorable lease terms;
(3) the concept diversification and growth opportunities primarily
through owned brands in the Casual Food perimeter; (4) its
consistent strategy execution for restaurant openings, including
new openings in the Casual Food segment; (5) the resilience of its
business model, underscored by its asset-light structure and a
robust franchise network; and (6) good liquidity characterized by
substantial cash balance, a long-term debt maturity profile and
Moody's expectation of positive free cash flow.

The rating also factors in (1) the company's limited geographic
diversification; (2) the execution risk associated with restaurant
openings in a highly competitive market; and (3) financial policy
considerations, which include the use of proceeds from the Quick
business' sale mainly deployed to repay subordinated debt in 2021
and the repayment of the EUR235 million pay-if-you-can (PIYC)
instrument, both outside the previous restricted group with the
latter now being refinanced in the new structure.

While Moody's considers the transaction to be aggressive from a
financial policy perspective given the high leverage and low
interest coverage at closing, the B2 rating and stable outlook
reflects the rating agency's expectation that Bertrand Franchise
will improve its credit metrics over the next 12-18 months.
Moreover, the company's strong liquidity characterized by
substantial cash on balance sheet, a long-term debt maturity
profile and Moody's expectation of positive free cash flow,
supports the rating and mitigates the risks of a highly levered
capital structure.

Moody's expects systemwide sales to continue to grow over the next
12-18 months due to sustained demand in the Quick Service
Restaurant's (QSR) burger segment, which has proven resilient
despite the uncertain macroeconomic backdrop, and through the
successful execution of new openings in the Burger King and Casual
Foods perimeter. On a pro forma basis, in the Burger King segment,
2023 systemwide sales grew by 22% to EUR1,931 million while the
Casual Food segment saw systemwide sales growth of 33% to EUR843
million (including the integration of Pitaya in 2023). Overall, the
whole perimeter of restaurants reported EUR2,773 million of
systemwide sales (25% of growth) and EUR281 million of company
reported EBITDA.

This growth in systemwide sales benefits the company's net royalty
stream and earnings due to its asset-light business model in which
the company charges a royalty fee throughout its restaurant
network, in addition to a rental fees to its franchisees in the
Burger King segment. As of 2023, close to 83% of the restaurant
network are franchises with the proportion expected to grow in line
with new openings.

Moody's expects systemwide sales to continue to grow over the next
12-18 months due to sustained demand in the QSR's burger segment,
which has proven resilient despite the uncertain macroeconomic
backdrop, and through the successful execution of new openings in
both the Burger King and Casual Foods perimeter. This growth in
systemwide sales will continue to support the company's
profitability, with Moody-adjusted EBITDA forecasted to reach
EUR314 million in 2024 and increase to close to EUR340 million in
2025. As a result, Moody's expects leverage, defined as
Moody's-adjusted gross debt to EBITDA, to continue its downward
trajectory towards 6.2x over the next 12-18 months, with interest
coverage, defined as Moody's-adjusted EBIT/interest expense to
gradually improve increasing above 1.5x. Nevertheless, the rating
will initially be weakly positioned in the B2 category, albeit
mitigated by the company's very good liquidity and improved brand
diversification.

Following the successful conversion of Quick restaurants into
Burger King and the disposal of remaining stores in 2021, the
company focused on network expansion through greenfield openings in
both the Burger King segment and Casual Food segment, in addition
to acquiring brands to diversify its restaurant concepts. Moody's
forecasts that the company will sustain the growth of the Burger
King network by adding nearly 50 restaurants, a rate in line with
the post-pandemic period and reinforced by the difference in total
restaurants compared to its main competitor. While the company
projects that the number of Casual Food openings will remain at
similar levels in 2024, it has plans to more than double these
openings in 2025. Despite the company's confidence in the market's
capacity and growth potential to absorb these new restaurants, this
ambitious plan carries execution risk, which is partially mitigated
by the fully franchised model requiring minimal capital
expenditure.

The lower investment needed for greenfield openings and improved
profitability will drive free cash flow generation. Moody's expects
Bertrand Franchise to generate positive FCF of around EUR10 million
in 2024 and around EUR50 million in 2025. This FCF calculation does
not account for the potential acquisition of brands to complement
the current network.

A larger-than-expected acceleration in inflation resulting in a
strong deterioration in consumers' disposable income and overall
demand for the restaurant industry may limit the profitability of
its franchisees and remains a downside risk to Moody's forecasts.
This may result in closures, delays in new openings or in Bertrand
Franchise providing some type of support to its franchisees, which
could weaken the company's profitability.

LIQUIDITY

Liquidity is good supported by cash balance of EUR169 million as of
December 2023 and access to the proposed 4.5-year EUR165 million
revolving credit facility (RCF), which the agency expects will
remain fully undrawn. In addition, Moody's expects Bertrand
Franchise to remain FCF positive. Positively, with the proposed
transaction the company is addressing the refinancing needs well in
advance of the maturity of Burger King's senior secured notes.

The company's ability to draw on the RCF is subject to a springing
covenant of net leverage not exceeding 8.0x (step-downs to a
minimum level of 7.0x by December 31, 2026), tested when the
facility is more than 40% drawn. Moody's expects Bertrand Franchise
to maintain adequate capacity against the covenant threshold.

ESG CONSIDERATIONS

Governance risks as per Moody's ESG framework were considered key
rating drivers. The company is majority controlled by Groupe
Bertrand, one of the leading hotel and restaurant operators in
France, which has demonstrated high tolerance for leverage and an
aggressive financial policy in the recent years given i) proceeds
from the Quick disposal was effectively used to repay a mezzanine
loan outside of the restricted group, while debt reduction within
the previous restricted group was limited; and ii) the repayment of
pay-if-you-can (PIYC) instrument outside of the previous restricted
group through the proposed refinancing.

STRUCTURAL CONSIDERATIONS

The B2 rating assigned to the proposed EUR1,150 million SSN is in
line with the CFR, reflecting the fact that this instrument
represents most of the company's financial debt. However, the notes
are subordinated to the proposed 4.5-year  EUR165 million super
senior RCF. The SSN and super senior RCF will share the same
security package and guarantees, with the RCF benefiting from
priority claim on enforcement proceeds. The security package
comprises pledges over the shares of the borrower and guarantors as
well as bank accounts and intragroup receivables and will be
guaranteed by the group's operating subsidiaries representing at
least 75% of the consolidated EBITDA. Moody's considers the
security package to be weak, in line with the rating agency's
approach for shares-only pledges.

The B2-PD PDR assigned to Bertrand Franchise Finance reflects the
assumption of a 50% family recovery rate, given the weak security
package and the covenant-lite structure, which includes only a
springing covenant on the RCF, tested when its utilisation is above
40%.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectations that the company's
credit metrics will strengthen, primarily fueled by network
expansion through the asset-light model. The stable outlook assumes
that the company will maintain good liquidity at all times.

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

Given Bertrand Franchise's high initial leverage, there is limited
upward pressure on the rating. However, over time, positive rating
pressure could arise if its credit metrics improve on the back of
its network growth, with Moody's-adjusted gross debt/EBITDA
decreasing below 5.0x and Moody's-adjusted EBIT/interest expense
above 2.0x, both on a sustained basis. Before considering an
upgrade, the company's free cash flow generation has to materially
improve.

Negative rating pressure could arise if the company fails to reduce
its Moody's-adjusted gross leverage towards 6.0x and to improve its
Moody's-adjusted EBIT/interest expense above 1.5x. Additionally, if
underlying free cash flow turns negative on a sustained basis or
the company's liquidity weakens materially, this could further
contribute to negative pressure on the ratings.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Restaurants
published in August 2021.

COMPANY PROFILE

Headquartered in Paris, Bertrand Franchise stands as the leading
multi-brand food service franchising platform in France, with a
network of over 1,000 restaurants and approximately EUR2.8 billion
in system-wide sales. The company operates a diverse portfolio of
eight brands restaurant brands that cater to a wide range of
attractive food service market segments, from QSR to casual dining
formats, addressing all-day consumption occasion. The company owns
six out of the eight restaurant brands in their portfolio (Au
Bureau, Hippopotamus, Léon, Volfoni, Pitaya and Jôyô), while
having the master franchisee in France for the remaining two brands
(Burger King and Itsu). Their restaurant network spans across
attractive locations throughout France and the company partners
with 423 franchisees, who together operated 83% of Bertrand
Franchise's restaurant network as of 2023. On a pro forma basis,
the company reported revenues of EUR1,011 million and EBITDA of
EUR281 million in 2023.




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G E R M A N Y
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ADLER PELZER: Moody's Ups CFR & EUR400MM Sr. Secured Notes to B2
----------------------------------------------------------------
Moody's Ratings has upgraded to B2 from B3 the long term corporate
family rating and to B2-PD from B3-PD the probability of default
rating of German auto parts supplier Adler Pelzer Holding GmbH
("Adler Pelzer" or "the group"). Moody's further upgraded to B2
from B3 the ratings on the group's EUR400 million backed senior
secured notes due April 2027. The outlook remains stable.

"The upgrade recognizes Adler Pelzer's further improved operating
performance and earnings in 2023 and the first quarter of 2024, and
its currently solid balance sheet metrics for the B2 rating
category", says Goetz Grossmann, Moody's lead analyst for Adler
Pelzer. "The upgrade also acknowledges the group's sustained strong
order intake and proven ability to cope with cost inflation,
illustrated by an improved profitability during the last few
quarters. The stable outlook balances Adler Pelzer's adequate
liquidity with Moody's modest negative free cash flow forecast over
the next 12-18 months, due to its high interest burden, which also
constrains the B2 rating at this stage", adds Mr. Grossmann.

RATINGS RATIONALE      

The upgrade of Adler Pelzer's ratings to B2 recognizes the group's
strong order intake, topline growth and strengthened profitability
in 2023, with net sales increasing by 9.2% to EUR2.3 billion and
reported EBITDA reaching EUR197 million, implying an 8.6% EBITDA
margin (versus 7.9% in 2022). While its revenue slightly decreased
by 1.3% in the first quarter of 2024 year-over-year (Q1 2024 yoy),
broadly in line with global car production, its reported EBITDA
margin widened further to 9.1% from 8.1% in Q1 2023. Main driver of
the margin improvement was a decrease in cost of services that more
than offset higher labor costs. That said, Moody's acknowledges the
group's fairly stable profit margins, even during the recent
periods of increased input costs that it managed well via price
adjustments and cost discipline. On a Moody's adjusted basis, Adler
Pelzer's EBITA margin for the last 12 months (LTM) through March
2024 reached 6.7%, or around 4.2% excluding significant positive
foreign currency (FX) effects, well in line with the rating
agency's guidance of at least 4% for the B2 rating category.

Thanks to the profit growth, the group's leverage reduced to 3.2x
gross debt/EBITDA (Moody's adjusted) as of LTM ended March 2024, or
4.2x excluding the positive FX effects, a modest level when
compared with Moody's 4x-5x leverage guidance for a B2 rating. That
said, Adler Pelzer's Moody's adjusted debt and leverage continue to
exclude the EUR120 million subordinated shareholder loan provided
by its parent Adler Plastic S.p.A. as part of the refinancing in
2023, which Moody's considers as 100% equity.

Given the group's high financing costs, and despite increased funds
from operations, Adler Pelzer's Moody's-adjusted free cash flow
(FCF) remains negative (EUR44 million as of LTM ended March 2024).
Reflecting also higher capital spending, including lease liability
payments, and working capital needs, which should reverse during
the remainder of 2024, however, the group's FCF was broadly in line
with Moody's expectation.

Based on a projected continued, although moderating volume
recovery, improving product mix, efficiency gains and additional
cost synergies from the 2021 acquisitions, Moody's expects Adler
Pelzer's earnings to increase further and its FCF to remain
slightly negative, before reaching break-even by 2025. At the same
time, Moody's recognizes the group's improved liquidity last year,
which is expected to remain adequate.

Assuming no changes in Adler Pelzer's capital structure, while
noting that its notes will be callable at par from April next year,
the expected profit growth should also enable the group to maintain
an appropriate interest coverage for its B2 rating, expressed by an
Moody's adjusted EBITA to interest expense ratio of at least 1.5x.

The B2 CFR is further supported by Adler Pelzer's position as a
leading automotive supplier of products for noise, vibration and
harmonics (NVH) applications in light vehicles and trucks;
long-term and well-established relationships with a diverse mix of
automotive original equipment manufacturers (OEMs); history of
revenue growth in excess of global light vehicle production;
positive exposure to the trend towards electrified vehicles; and a
general commitment of the main shareholder to support the group, if
needed, as demonstrated by a sizeable the equity injection in the
form of a EUR120 million shareholder loan in 2023.

Factors constraining the rating include the group's exposure to
volatile commodity prices, which might not be fully passed on to
customers or with a delay; exposure to the cyclicality of the
automotive industry and unstable production rates over the last few
years; challenges from tightening emission regulations and rising
investments in new drivetrain technologies; Moody's forecast of
slowing economic growth and continued geopolitical risks,
potentially weighing on consumer sentiment and demand this year.

LIQUIDITY

Moody's considers Adler Pelzer's liquidity as adequate. At the end
of March 2024, the group's cash sources comprised of EUR212 million
of cash and cash equivalents, of which around EUR180 million are
assumed to be readily accessible by the group, around EUR20 million
available under the EUR55 million committed super senior revolving
credit facility (SSRCF, maturing in October 2026), and Moody's
projection of around EUR120 million annual operating cash flow.
Adler Pelzer's basic cash needs include (1) around EUR70 million
short-term debt as of March 31, 2024 (excluding accrued bond
interest and short-term lease obligations), consisting mainly of
credit lines that are usually rolled over, (2) Moody's working cash
assumption of around EUR70 million (representing 3% of sales), (3)
EUR115 million annual capital spending, including lease liability
payments, and (4) expected minority dividends of around EUR15
million.

As stipulated in the group's SSRCF agreement, compliance with one
financial covenant (net leverage) is required, under which Moody's
expects the group to maintain adequate headroom at all times.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook balances Adler Pelzer's modest financial
leverage for the B2 rating category and adequate liquidity, with
its high interest costs that burden its interest coverage and
negative, but expected gradually improving Moody's adjusted FCF
towards break-even over the next 12-18 months.

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

Moody's would consider to upgrade Adler Pelzer's rating, if its (1)
Moody's-adjusted EBITA margin durably exceeded 5.0%, (2) leverage
remained below 4.0x Moody's-adjusted debt/EBITDA, (3) interest
coverage exceeded 2.5x Moody's-adjusted EBITA/interest expense, (4)
Moody's-adjusted FCF/debt improved towards 5%.

Moody's could downgrade Adler Pelzer's ratings, if its (1)
Moody's-adjusted EBITA margin reduced below 4%, (2) leverage
exceeded 5.0x Moody's-adjusted debt/EBITDA, (3) interest coverage
weakened to below 1.5x Moody's-adjusted EBITA/interest expense, (4)
Moody's-adjusted FCF failed to progressively improve and reach
break-even by 2025 at the latest. Moreover, signs of weakening
liquidity would exert negative pressure on the ratings.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Automotive
Suppliers published in May 2021.

COMPANY PROFILE

Adler Pelzer is a global automotive supplier, headquartered in
Hagen, Germany. The group is a global leader in the design,
engineering and manufacturing of acoustic and thermal components
and systems for light passenger vehicles and trucks.

Its largest product portfolio is for passenger compartments, and
includes floor trim, door shields, seals, and felt and foam
insulation parts. Adler Pelzer also produces panels and trims for
the engine compartment and the trunk. In the 12 months through
March 2024, the group generated revenue of EUR2.3 billion and
EBITDA of EUR203 million (8.8% margin). Adler Pelzer is a wholly
owned subsidiary of Adler Group S.p.A., owned by Adler Plastic
S.p.A. (71.93% share) and Japanese Hayashi Telempu Corporation
(28.07%). Adler Plastic S.p.A. is owned by members of the Scudieri
family (a 35% direct stake), and the joint-venture Global
Automotive Interior Alliance (GAIA) with a 65% stake, of which the
family owns a 61.58% share and Hayashi Telempu Corporation the
remaining 38.42%.




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DILOSK RMBS 9: Moody's Assigns Ba3 Rating to EUR5MM Class X1 Notes
------------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to Notes to be
issued by Dilosk RMBS No. 9 DAC:

EUR179.5M Class A Residential Mortgage Backed Floating Rate Notes
due January 2063, Definitive Rating Assigned Aaa (sf)

EUR12.5M Class B Residential Mortgage Backed Floating Rate Notes
due January 2063, Definitive Rating Assigned Aa2 (sf)

EUR6M Class C Residential Mortgage Backed Floating Rate Notes due
January 2063, Definitive Rating Assigned A1 (sf)

EUR2M Class D Residential Mortgage Backed Floating Rate Notes due
January 2063, Definitive Rating Assigned A3 (sf)

EUR5M Class X1 Residential Mortgage Backed Floating Rate Notes due
January 2063, Definitive Rating Assigned Ba3 (sf)

Moody's has not assigned ratings to the subordinated EUR3M Class X2
Notes and EUR3M Class Z Notes due January 2063.

RATINGS RATIONALE

The Notes are backed by a static pool of Irish buy-to-let mortgage
loans originated by Dilosk DAC. This represents the 9th issuance
out of the Dilosk securitization.

The portfolio of assets amount to approximately EUR185.9 million as
of April 2024 pool cutoff date. The General Reserve Fund will be
funded to 1.5% of Class A to D Notes balance at closing and the
total credit enhancement for the Class A Notes will be 10.85%.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

According to Moody's, the transaction benefits from various credit
strengths such as a portfolio with low indexed LTV of 46.4%, 100%
of the portfolio comprises of variable rate loans which have a
minimum yield of Euribor plus 3.25% and an amortising liquidity
reserve sized at 1.00% of Class A Notes balance. Interest and
principal payments under the unrated Class Z notes are subordinated
in the structure. However, Moody's notes that the transaction
features some credit weaknesses such as an unrated servicer.
Various mitigants have been included in the transaction structure
such as a back-up servicer facilitator which is obliged to appoint
a back-up servicer if certain triggers are breached, an independent
cash manager, as well as an estimation language. Moreover,
originator and servicer may agree to a request by a borrower to
convert their mortgage loan into a mortgage loan with a different
type of fixed interest rate term, subject to certain conditions
being satisfied. However, product switch can only be granted before
the transaction step-up date and the maximum term for fixed rate
loans is limited to 5.5 years per product switch conditions. At
closing, 100% of the loans in the portfolio yield a variable rate.
The portfolio is subject to product switches up to the step-up
date. Hence, there is a potential interest rate risk. However, if
the portion of the fixed rate loans is greater than EUR5 million,
the issuer will enter into a swap with notional equal to the fixed
rate loans.

Moody's determined the portfolio lifetime expected loss of 1.2% and
Aaa MILAN Stressed Loss of 12.3% related to borrower receivables.
The expected loss captures Moody's expectations of performance
considering the current economic outlook, while the MILAN Stressed
Loss captures the loss Moody's expect the portfolio to suffer in
the event of a severe recession scenario. Expected defaults and
MILAN Stressed Loss 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 ABSROM
cash flow model to rate RMBS.

Portfolio expected loss of 1.2%: This is based on Moody's
assessment of the lifetime loss expectation for the pool taking
into account: (i) the collateral performance of Dilosk originated
loans to date, as provided by the originator and observed in
previously securitised portfolios; (ii) the current macroeconomic
environment in Ireland; (iii) benchmarking within the Irish RMBS
sector; (iv) the weighted average current loan-to-value of 53.6%
which is lower than the sector average; and (v) 100% floating rate
mortgage loans.

MILAN Stressed Loss of 12.3%: This follows Moody's assessment of
the loan-by-loan information taking into account the following key
drivers: (i) the collateral performance of Dilosk originated loans
to date as described above; (ii) the weighted average current
loan-to-value of 53.6% which is lower than the sector average;
(iii) 100% BTL portfolio with 51.6% interest-only loans as of April
2024 pool cutoff date; (iv) the pool concentration with the top 20
borrowers accounting for approximately 19.4% of current balance;
and (v) the current macroeconomic environment in Ireland.

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations methodology" published in October
2023.

The analysis undertaken by Moody's at the initial assignment of
ratings for an RMBS security may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

FACTORS THAT WOULD LEAD AN UPGRADE OR DOWNGRADE OF THE RATINGS:

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

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.


NUBILITY CAPITAL: Liquidator Seeks Sale of Nuremore Hotel
---------------------------------------------------------
BreakingNews.ie reports that the liquidator of a company that
acquired a 4-star hotel and country club in Co Monaghan has asked
the High Court for orders allowing him to maintain and ultimately
sell the property for the benefit of the creditors.

According to BreakingNews.ie, the application was made in respect
of Nubility Capital Limited, an entity in voluntary liquidation,
whose sole purpose was to purchase the Nuremore Hotel and Country
Club, Carrickmacross Co Monaghan in 2020.

The hotel is not currently operating, BreakingNews.ie notes.

Insolvency practitioner Declan De Lacy was appointed as Nubility's
liquidator by its creditors in May 2023, BreakingNews.ie recounts.

Nubility is a subsidiary of Huawen Foundation Limited, and
Chinese/British businessman Mr KaI Dai, whose current whereabouts
the court heard is currently unknown, is the director of both
entities.

Mr. De Lacy was also appointed as the official liquidator of
Huawen, and other related entities within the same group of
companies by the High Court in 2023.

The parent company, which loaned Nubility EUR8 million to buy the
hotel between 2018 and 2020, was wound up following an application
by Revenue, BreakingNews.ie relays.

Huawen has never been repaid that money, BreakingNews.ie states.

According to BreakingNews.ie, the liquidator, who is currently
conducting a probe into the Huawen's affairs says that post sent to
Mr Dai has been returned marked undelivered and Mr. Dai has not
replied to any emails sent to him by the liquidator.

At the High Court on Thursday, May 30, Mr. De Lacy asked the court
for various orders under the 2014 Companies Act, including one
placing the hotel and golf club into the liquidator's name.

Represented by Neal Flynn Bl, instructed by Peter Boyle & Co
Solicitors Mr. De Lacy also seeks an order that would allow him to
enter into a loan agreement to pay for the ongoing costs of
maintaining the property, BreakingNews.ie discloses.

Counsel said that Nubility was placed into voluntary liquidation by
the firm's creditors in May 2023 after Mr De Lacy appointed his own
directors to the company, BreakingNews.ie notes.

According to BreakingNews.ie, counsel said that one of the reasons
the orders are being sought is that the transfer deeds, by which
the previous owners conveyed their interest in the hotel to
Nubility are missing.

In addition, Nubility's interest in the hotel has never been
registered with the Property Registration Authority, and stamp duty
has not been paid to Revenue on the purchase.

Counsel said that while the hotel is not currently operating, the
costs of maintaining the property are quite considerable and are
costing tens of thousands of Euro per month, according to
BreakingNews.ie.

The costs include insurance, golf course maintenance, and 24 hour
security.

The court heard that contrary to local rumours there are no plans
to use the hotel to house those seeking international protection,
BreakingNews.ie relates.

The liquidator wishes to sell the property in order to satisfy the
various creditors,
BreakingNews.ie says.

According to BreakingNews.ie, the court heard that Huawen raised
investment funds, mainly from non-EU investors, for the purposes of
the Immigrant Investment Programme, which was scrapped by the
Government last year.

The amount of money invested in Huawen has been estimated by the
liquidator to be in the region of EUR65 million, BreakingNews.ie
states.

The monies borrowed by Huawen, which were converted into loan
notes, were due to be repaid to investors in 2022.  However the
company failed to repay them, the liquidator claims,
BreakingNews.ie notes.  This resulted in debt collection
proceedings being issued against the group, and the firms being
placed into liquidation, BreakingNews.ie says.

According to BreakingNews.ie, Mr. De Lacy said "it is clear" from
his investigations into the parent company that there has been
"dissipation of Huawen's assets" and monies are unaccounted for.

The liquidator claims Mr. Dai has not cooperated with him in
relation to the various companies affairs, BreakingNews.ie notes.

Arthur Cunningham Bl for Revenue, which is a creditor, said his
client was supporting the liquidator's application in relation to
Nubility, BreakingNews.ie relates.

The matter will return before the court next week, BreakingNews.ie
states.




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

BPER BANCA: Moody's Hikes Issuer & Unsecured Debt Ratings From Ba1
------------------------------------------------------------------
Moody's Ratings has upgraded the following ratings of BPER Banca
S.p.A. (BPER): its long-term (LT) deposit ratings to Baa1 from
Baa2, LT issuer and senior unsecured debt ratings to Baa3 from Ba1,
senior unsecured Medium-Term Note (MTN) programme rating to (P)Baa3
from (P)Ba1, junior senior unsecured debt (also referred to as
"senior non-preferred") and MTN programme ratings to Baa3 from Ba1
and (P)Baa3 from (P)Ba1 respectively, subordinated debt and MTN
programme ratings to Ba1 from Ba2 and to (P)Ba1 from (P)Ba2
respectively.

BPER's Baseline Credit Assessment (BCA) and Adjusted BCA were also
upgraded to baa3 from ba1.

All BPER's remaining ratings and assessments were affirmed,
including its short-term (ST) deposit ratings of Prime-2, LT and ST
Counterparty Risk Ratings (CRR) of Baa1/Prime-2, LT and ST
Counterparty Risk (CR) Assessments of Baa2(cr)/Prime-2(cr).

The outlook on BPER's LT deposit ratings as well as LT issuer and
senior unsecured debt ratings was changed to stable from positive.

RATINGS RATIONALE

BCA UPGRADE REFLECTS HIGHER CAPITAL AND PROFITABILITY

The BCA upgrade of BPER to baa3 from ba1 signals the bank's
increased ability to generate profits and an improved
capitalization. At the same time, the bank continued to maintain a
good asset quality and a robust funding and liquidity position.

BPER reported a common equity tier 1 capital ratio of 14.9% as of
March 2024, far above its business plan target of 13%. Over the
years, BPER has also improved its asset risk as a result of
material disposals of problem loans. The bank disclosed a
nonperforming loan ratio of 2.6% as of March 2024, slightly above
the EU average.

The bank's capacity to generate capital is projected to stay robust
due to higher interest margins. Moody's anticipates that this
positive impact, although abating, will outweigh the negative
effects of the forthcoming dividend payments and the additional
loan loss provisions on its material exposure to the volatile small
and medium-sized business segment.

The BCA of baa3 also reflects BPER's LT growth strategy by way of
acquisitions (e.g Banca Carige S.p.A.), which involves significant
execution risks.

LT RATING UPGRADES COMES FROM THE UPGRADE OF THE BCA

BPER's BCA one-notch upgrade to baa3 drove a similar one notch
upgrade of several of its LT ratings including its deposits, issuer
and senior unsecured debt ratings, junior senior unsecured debt as
well as subordinated debt ratings.

AFFIRMATION OF OTHER RATINGS

Several BPER's ST and LT ratings were affirmed despite the upgrade
of the bank's BCA. This is because LT ratings cannot exceed Italy's
sovereign rating (Baa3 stable) by more than two notches as per
Moody's Banks Methodology. This is the case for BPER's CRR of
Baa1/Prime-2.

OUTLOOK

The stable outlook on BPER's LT deposit as well as LT issuer and
senior unsecured debt ratings reflects Moody's view that the bank's
potential deterioration of its asset quality in the next 12 to 18
months will be offset by capital generation. Moody's also expects
BPER's liability structure to remain broadly stable over the next
12 to 18 months.

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

The revised BCA of BPER (baa3) is at the same level as Italy's Baa3
sovereign debt rating and, hence, an upgrade is unlikely unless
Italy's government bond rating were to be upgraded.

The Baa1 LT deposit ratings of BPER currently do not benefit from
the Loss Given Failure (LGF) uplift of three notches since they are
capped at two notches above Italy's sovereign debt rating.
Therefore, an upgrade of Italy's government bond rating would
likely lead to an upgrade of the bank's deposit ratings other
things equal.

BPER's LT issuer and senior unsecured debt ratings could also be
upgraded to Baa2 upon the net issuance of a higher-than-expected
volume of loss absorbing instruments.

An upgrade of the bank's junior senior unsecured debt ratings or
subordinated debt ratings driven by a significant reduction of
their loss given failure is unlikely over a 12-18-month horizon
because it would be contingent upon a much greater issuance of
subordinated debt than currently projected.

The BCA and several ratings of BPER could be downgraded if Italy's
government bond rating were to be downgraded from its current Baa3
level.

The bank's BCA could also be downgraded if the current trajectory
of its financial fundamentals were to be reversed, more
specifically, if BPER were to report a higher-than-expected
deterioration in asset quality and capital, which would weaken its
solvency. Downward pressure could also be exerted on the bank's BCA
if its funding and liquidity were to deteriorate.

BPER's LT issuer, senior and junior senior unsecured debt ratings
could also be downgraded following a significant reduction in
senior unsecured or subordinated debt, or both, leading to a lower
uplift from the bank's BCA.

PRINCIPAL METHODOLOGY

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


MARCOLIN SPA: Moody's Ups CFR & EUR350MM Sr. Secured Notes to B2
----------------------------------------------------------------
Moody's Ratings has upgraded to B2 from B3 the long-term corporate
family rating of the Italian eyeglass manufacturer Marcolin S.p.A.
Concurrently, Moody's has upgraded to B2-PD from B3-PD the
probability of default rating and to B2 from B3 the instrument
ratings on the existing EUR350 million guaranteed senior secured
notes due 2026. The outlook remains stable.

"The rating upgrade reflects Marcolin's the ongoing robust
operational results and Moody's expectation that this performance
will continue throughout Moody's forecast period, which will result
in a reduction to leverage levels commensurate with the B2 rating,"
says Michel Bove, a Moody's AVP-Analyst and lead analyst for
Marcolin.

RATINGS RATIONALE      

The rating upgrade to B2 from B3 reflects the company's strong
operating performance and improved credit metrics. Marcolin's
Moody's adjusted-EBITDA increased by 36.4% year-on-year to reach
EUR70 million in 2023, driven by improved product mix and cost
efficiencies, and modest revenue growth. This resulted in Marcolin
continuing the deleveraging trend seen post-pandemic, with
Moody's-adjusted gross leverage decreasing to 5.8x in 2023, from
7.1x and 9.7x in 2022 and 2021, respectively.

Marcolin's 2023 revenue increased by 2% to EUR558 million, driven
by a strong performance in Asia, aligning with the momentum built
in the recent years due to the company's reorganization in this
region, and modest growth in Europe. However, the growth was
impacted by the discontinuation of certain brands and challenging
market conditions in the Americas due to prudent order behaviour of
customers and poor sun season affecting contemporary eyewear
segment. Despite the modest revenue growth, the company continued
to succeed in lowering its cost base through continuous
improvements in procurement, production, and supply chain
structure, coupled with a more favourable commercial mix of brands
and channels. Consequently, Moody's-adjusted EBITDA margin improved
to 12.6% in 2023 from 9.4% in 2022.

Moody's anticipates Marcolin to maintain steady operational
performance over the next 12-18 months, with Moody's-adjusted
EBITDA projected to reach approximately EUR90 million in 2025,
thanks to the contribution of recent acquisitions and new brand
licenses, a more favourable product mix, and ongoing cost
efficiencies.

As a result, Moody's anticipates this will drive further
improvement in the company's gross leverage to around 4.5x in 2025,
a level that will adequately position the company in the B2
category. Moody's expects the company's interest coverage ratio
(Moody's-Adjusted EBIT / Interest Expense) to exceed 2.0x during
the forecast period.

Moody's expects that the company will generate stronger positive
free cash flow (FCF) of over EUR30 million in the next two years
because of the steady earnings improvement and low investment
needs. Key downside risks to Moody's forecasts include the weaker
consumer sentiment in the US and potential slowdown in other
regions.

Marcolin's B2 CFR is supported by the company's solid market
position in the global eyewear market, with a well-balanced product
and geographic diversification. The rating also factors the
company's modest size and the risk of licenses not being renewed,
although partially mitigated by the TOM FORD perpetual license
extension in 2023.

LIQUIDITY

Marcolin's liquidity is adequate, supported by EUR54 million of
cash at the end of March 2024, combined with the EUR46 million
revolving credit facility (RCF, EUR7 million drawn). Moody's
expects cash levels to reach more than EUR80 million in the next
12-18 months and the EUR46 million revolving credit facility (RCF)
to remain largely undrawn after repayment in 2024. The rating
agency expects positive funds from operations to cover its capital
spending of around EUR25 million per year and its seasonal working
capital swings, with cash absorption in the first half of the year
and release in the second half. Liquidity is also supported by its
long-term maturity profile, with the senior secured notes maturing
in 2026.

The RCF includes a springing financial covenant of 9.5x net
leverage, tested quarterly when drawings exceed 40% of the RCF.

STRUCTURAL CONSIDERATIONS

The B2 rating assigned to the EUR350 million senior secured notes
is in line with Marcolin's CFR, reflecting the fact that the notes
represent most of the group's financial debt. While the EUR46
million super senior RCF ranks senior to the notes, its size is not
enough to cause a notching down of the notes.

Marcolin's B2-PD probability of default rating is in line with its
CFR and reflects the use of a 50% family recovery rate, consistent
with a capital structure that includes bonds and bank debt. The
notes are secured by share pledges and are guaranteed (with some
limitations under Italian law) by subsidiaries representing at
least 85% of the group's EBITDA.

The capital structure includes a EUR25 million shareholder loan,
maturing in 2027, borrowed by Marcolin and lent by its majority
shareholder, Tofane SA, which is eligible to receive equity credit
under Moody's criteria.

RATIONALE FOR THE STABLE OUTLOOK

The stable rating outlook reflects Moody's expectation that
Marcolin's operating performance and credit metrics will continue
to improve over the next 18 months, with leverage declining below
5.0x.

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

Positive ratings pressure could arise if Marcolin increases scale
and demonstrates the ability to generate sustainable earnings
growth, such that its Moody's-adjusted debt/EBITDA declines towards
4.0x. A rating upgrade would also require the company to improve
the Moody's-adjusted EBIT margin towards the mid-teen level, and to
maintain good liquidity, supported by consistently positive FCF.

Negative pressure on the rating could materialise if (1) operating
performance starts deteriorating with a decline in profitability
from the current level; (2) the company's Moody's adjusted gross
debt /EBITDA remains above 5.5x; (3) free cash flow turn negative
for an extended period of time; or (4) liquidity deteriorates.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Italy, Marcolin S.p.A. (Marcolin) designs,
manufactures and distributes eyewear, with a portfolio of around 30
brands, most of them licensed. The company has a global presence in
both sunglasses and prescription frames. In 2013, the company
completed the acquisition of Viva Optique Inc., a US-based
wholesale designer and distributor of eyewear. In 2023, the company
extended in perpetuity its TOM FORD eyewear licence and acquired
the German eyewear manufacturer ic! berlin GmbH.

In 2023, Marcolin generated EUR558 million of sales and EUR70
million of Moody's-adjusted EBITDA. Since 2012, Marcolin has been
controlled by the private equity sponsor PAI Partners.




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

ITP AERO: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on Propulsion (BC) Finco S.a.r.l. (ITP Aero) and its 'B' issue
rating on the senior secured notes.

The stable outlook reflects S&P's expectation that ITP Aero's
revenue and EBITDA will increase over the next 12 months, supported
by organic growth and acquisitions. This will lead leverage to
trend toward 5.0x by the end of fiscal year 2025 (ending Dec. 31)
and comfortably more than EUR100 million free operating cash flow
(FOCF) generation in fiscal 2024 and 2025.

ITP Aero has issued a EUR250 million add-on to its existing EUR775
million floating-rate senior secured notes. It will use the
proceeds, together with EUR325 million cash on balance sheet, for a
EUR450 million dividend distribution and to repay EUR169 million of
preferred equity.

The proposed dividend recap will result in thin rating headroom for
the next 6-12 months, with S&P Global Ratings-adjusted leverage
spiking to nearly 6.0x in 2024.

Although the proposed EUR250 million ($276 million) term loan B
(TLB) add-on left the company's credit metrics within the
thresholds for the current rating, S&P considers rating headroom to
be thin for the next 6-12 months due to the dividend recap. ITP
Aero will use the new debt proceeds and some cash on balance sheet
to pay EUR450 million dividends, repay about EUR169 million of
preferred equity (preference equity certificates; CPECs) and EUR15
million of associated transaction fees for a total of EUR635
million. The dividend recapitalization follows a previous EUR185
million TLB add-on in January 2024 to acquire BP Aerospace.
Following the transaction, ITP Aero's S&P Global Ratings-adjusted
debt will increase to about EUR1.6 billion. S&P's adjusted debt
figure of about EUR1.6 billion in 2024 includes:

-- The EUR775 million-equivalent existing TLB;

-- The EUR250 million add-on TLB issued in May 2024;

-- About EUR308 million remaining CPECs;

-- About EUR126 million bilateral facilities expected to be drawn
at the end of the year;

-- About EUR105 million of public creditors and refundable
advances; and

-- Reported lease liabilities, which we forecast to be about EUR26
million for 2024.

S&P said, "We expect that the company's S&P Global Ratings-adjusted
EBITDA will grow faster than we previously anticipated due to the
contribution from the new acquisition and a positive ongoing
operating performance, with ever increasing flying hours and need
for new aircraft driving rising original equipment manufacturer
production rates, demand for engines and maintenance, repair, and
overhaul (MRO) services.

"We expect ITP Aero's profitability will sustainably improve,
despite the inflationary environment, coupled with gradual
deleveraging and positive FOCF. Strong revenue growth, profitable
defense programs (such as Eurofighter) and ongoing management
initiatives to manage the cost base should offset inflation and
some supply chain bottlenecks. We also expect that one-off costs
will reduce materially in 2024 and 2025 at EUR5 million-EUR10
million from about EUR32 million in 2023 due to less restructuring
costs. We think that stronger and more stable profitability
supports our reassessment of ITP Aero's business risk profile as
fair (previously weak).

"We forecast S&P Global Ratings-adjusted EBITDA margins rising
gradually to about 17% in 2024 and about 20% in 2025. We also
anticipate that increased profitability and efficient working
capital management will drive positive FOCF in 2024 and 2025 of
comfortably more than EUR100 million annually. Despite the dividend
recapitalization, we expect ITP Aero's leverage will remain below
downgrade threshold, supported by its solid business performance
and contribution from acquisitions. We forecast S&P Global
Ratings-adjusted leverage (excluding about EUR309 million in
preferred shares) of about 6.0x in 2024, trending toward 5.0x in
2025. Funds from operations (FFO) cash interest coverage should
remain comfortably above 3.0x.

"We consider that the effect of the GTF recall by Pratt & Whitney
on ITP Aero to be manageable. ITP Aero has only about a 2% share in
this program and the cash effect on the company is estimated at
about EUR110 million spread through to 2026 (based on Pratt &
Whitney's existing estimates on how much the issue will cost to
resolve). We think ITP Aero has the capacity to absorb these
costs.

"We believe that our rated Europe, the Middle East, and Africa
defense contractors will benefit from increasing government
spending on defense budgets. Even before the conflict between
Ukraine and Russia, North Atlantic Treaty Organization (NATO)
members' defense budgets had increased and defense expenditure as a
percentage of national GDP was rising for most large members. The
Russia-Ukraine conflict has only exacerbated various governments'
bullish attitudes to spending on defense. We expect the war between
Israel and Hamas will further this trend. Leading NATO members to
continue to urge their counterparts to increase defense spending to
up to 2% of national budgets, and we have seen Germany and France
plan for expansion. Other European nations, such as Poland, have
set even higher targets. We are starting to gradually see the
effect of this on defense players, with new contract wins and
issuers revising their guidance on revenue growth. These contracts
tend to be long term, and therefore will likely support revenues
and profitability for many years to come."

If final documentation departs from materials reviewed, S&P Global
Ratings reserve the right to revise our ratings. Potential changes
include (but are not limited to), shares terms, utilization of the
loan proceeds, maturity, size and conditions of the loans,
financial and other covenants, security, and ranking.

The stable outlook reflects S&P's expectation that ITP Aero's
revenue and EBITDA will increase over the next 12 months, supported
by organic growth and acquisitions. This will lead to leverage
trending toward 5.0x by fiscal 2025 and comfortably more than
EUR100 million FOCF generation in fiscal 2024 and 2025.

S&P could lower the rating if commercial flying hours fail to
continue to recover toward pre-pandemic levels, leading to
prolonged weakened demand for ITP's products and resulting in
weaker profitability, negative FOCF, and/or FFO cash interest
coverage below 2.0x. A downgrade could also result from continued
aggressive measures such as an additional dividends
recapitalization transaction or debt-funded acquisitions leading to
debt to EBITDA (excluding preference shares) above 6.0x on a
sustained basis.

At this stage, further upside is limited within our 12-month rating
horizon. S&P could consider raising the rating if
better-than-expected operating prospects led to adjusted debt
(excluding preference shares) to EBITDA reducing to below 5.0x on a
sustainable basis without any new aggressive dividend payouts.
Furthermore, an upgrade would depend on healthy cash flow
generation, such that FOCF to debt approaches 10%.

Social factors are a negative consideration in S&P's credit rating
analysis. A significant portion of ITP Aero's revenue is derived
from wide-body engine platforms serving commercial aerospace, which
were severely affected by the COVID-19 pandemic. As the result of
reduced flying hours, pro forma revenue decreased by 29% in 2020
compared with 2019. Governance factors are a moderately negative
consideration, as is the case for most rated entities owned by
private-equity sponsors. S&P thinks that 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.


MHP SE: Fitch Affirms 'CC' LongTerm Issuer Default Ratings
----------------------------------------------------------
Fitch Ratings has affirmed MHP SE's Long-Term Foreign- and
Local-Currency Issuer Default Ratings (IDRs) at 'CC'. Its senior
unsecured rating has been affirmed at 'C' with a Recovery Rating of
'RR5'.

The affirmation reflects its view that the company's credit risk
remains high, despite the redemption of its USD500 million bond
that matured in May 2024. MHP remains challenged by severe
operational disruptions from Russia's ongoing war in Ukraine (the
company's main production and sourcing region) as well as high
refinancing and liquidity risks, which together lead to a high
probability of default.

The ratings assume MHP will continue to be able to refinance its
existing short-term credit facilities for its operating needs,
while access to new funding is likely to remain limited in the near
term.

KEY RATING DRIVERS

High Refinancing Risk Despite Note Redemption: Fitch views MHP's
refinancing risk as high despite the recent timely redemption of
its senior notes. On 10 May 2014, MHP repaid the remaining EUR211
million of its 7.75% senior notes maturing in May 2024 by using
USD400 million of loan facilities provided by three international
development financial institutions. These loans were deployed in
late 2023 to execute two tender offers amounting to USD150.8
million and USD138 million, respectively.

The debt buyback improved MHP's liability management but the
refinancing prospects remain weak and unpredictable due the
company's limited access to capital markets, further aggravated by
the existing cross-border payment moratorium imposed by the
National Bank of Ukraine in 2023, and the next significant maturity
of USD550 million due in April 2026.

Short-Term Financing Availability Key: MHP's operations remain
highly reliant on the continued availability of working-capital
facilities to fund sowing campaigns, and to ensure operational
continuity and the ability to export. In light of the latest
continued support MHP has received from banks and with most of its
credit facilities having been refinanced, Fitch assumes the company
will maintain access to these facilities to ensure operational
continuity to early 2026.

Liquidity is also supported by a strong cash balance of USD411
million at end-2023 but it may deteriorate quickly given limited
access to capital markets for Ukrainian corporates.

Moratorium on Debt Service Unclear: The National Bank of Ukraine's
moratorium on cross-border foreign-currency payments potentially
limits the companies' ability to service its foreign-currency
obligations. Exceptions can be made to this moratorium but it is
unclear how these will be applied in practice, given disruption
caused by the ongoing conflict and martial law in the country.

Also, cash generated from exports of grains and vegetable oils must
be repatriated to Ukraine within 90 days (tightened from 180 days),
which could constrain MHP's ability to service its foreign-currency
debt in the near term. These risks are partly offset by MHP's large
cash balance kept outside Ukraine (around 80% of cash as of
end-2023) and only 50% of its export revenues being subject to the
regulation.

Disrupted Operations Hit Profitability: MHP's EBITDA declined to
USD495 million in 2023 from USD544 million in 2022 as its price mix
only partly offset reduced sales volume, higher logistic, utilities
and personnel costs, and the devaluation impact of the local
currency. Fitch assumes a moderate reduction in commodities prices
in international markets in 2024, which together with its cautious
estimates for sales volumes, leads to a reduction in EBITDA margin
to 16.1% in 2024 with limited profit recovery to 2027.

Uncertainty on Export Routes Availability: Since the Russian
invasion commercial routes of agricultural products have been
severely disrupted as Ukrainian ports in the Black Sea were blocked
and strikes at the borders have increased. Despite the availability
of alternative options MHP's exports remain highly reliant on the
temporary humanitarian Black Sea corridor. Any further operational
escalation around MHP logistic environment may lead to additional
logistic and transportation costs using alternative delivery
routes.

Ukrainian Food Security in Focus: MHP's main priority is to provide
food for people in Ukraine. MHP historically supplied around half
of all chicken produced commercially for Ukraine. Due to the
disruptions, many other poultry producers have ceased operations as
they were in locations closer to the war zone. MHP's poultry
production is currently operating at close to full capacity.

Strong Parent-Subsidiary Links: The Long-Term IDRs of PJSC MHP,
MHP's 95.4%- owned subsidiary, are equalised with those of MHP
reflecting its assessment of MHP's "Medium" operational and "High"
strategic incentives for supporting the subsidiary. This is based
on both companies operating with common management and PJSC MHP's
strategic importance for the marketing and sales of goods produced
by MHP in Ukraine.

Fitch assesses legal incentives as "High" due the presence of
cross-default/cross-acceleration provisions in MHP's major loan
agreements and suretyships from operating companies generating a
substantial portion of MHP's EBITDA.

DERIVATION SUMMARY

Fitch has performed a peer comparison to assess MHP versus their
peers. However, Fitch acknowledges that MHP's rating is driven by
its high credit risks related to securing ongoing financing of
operational needs and timely refinancing of public debt instruments
amid limited access to capital markets, constrained cross-border
payment mechanisms and a highly challenging operating environment
with Ukraine being under martial law.

KEY ASSUMPTIONS

- Revenue down 2.8% in 2024 on a normalisation in prices followed
by a single low single digit revenue growth from 2025 to 2027

- EBITDA margin of around 16% in 2024 to gradually increase towards
17% over the rating horizon

- Capex of USD300 million in 2024 to reduce to USD200million in
2025 and USD160 million per year over the rating horizon

- Working capital outflow around USD50 million in 2024 followed by
reversal in the low teens in 2025

- No dividends and M&A to 2027

RECOVERY ANALYSIS

The recovery analysis assumes that MHP would be considered a going
concern (GC) in bankruptcy and that it would be reorganised rather
than liquidated; however, this assumption may be revisited based on
how the conflict evolves.

Fitch has assumed a 10% administrative claim. MHP's USD175 million
GC EBITDA reflecting the potential disruptions to exports and local
operations resulting from Russia's invasion, as well as
vulnerability to FX risks and to the volatility of poultry, grain,
sunflower seeds prices, and some raw-material costs as well as
complexity for senior noteholders to access cash proceeds amid high
transfer and convertibility risks. The GC EBITDA estimate reflects
its view of the strategic importance of MHP to provide food to the
Ukrainian population and its ability to continue to operate rather
than the sustainability of the capital structure.

Fitch uses an enterprise value (EV)/EBITDA multiple of 3.5x to
calculate a post-reorganisation valuation and to reflect the
heightened operating risks in the region and a mid-cycle multiple.

Fitch does not assume MHP's pre-export financing (PXF) facility is
fully drawn in its analysis. Unlike a revolving credit facility, a
PXF facility has several drawdown restrictions and the availability
window is limited to part of the year. PXF facilities are treated
as prior-ranking debt in its waterfall analysis.

The principal waterfall analysis generates a ranked recovery for
the senior unsecured debt in the 'RR5' category, leading to a 'C'
rating for senior unsecured bonds. The waterfall analysis indicates
a recovery rate of 22%, a modest decline from the 28% recovery rate
previously. In the debt hierarchy Fitch has considered bilateral
financing of USD190 million as senior secured, which ranks ahead of
MHP's senior unsecured notes, and pari-passu with PXF facilities.
The outstanding unsecured debt includes the benefits of the May
2024 bond redemption.

RATING SENSITIVITIES

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

- An upgrade is unlikely at present unless MHP sees improved access
to external financing and reduced operating risks along with
relaxation of the restrictions on cross-border FX payments

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

- Evidence of a default or default-like event including entering
into a grace period, a temporary waiver or standstill following
non-payment of a financial obligation, announcement of a distressed
debt exchange or uncured payment default would be rating-negative

LIQUIDITY AND DEBT STRUCTURE

Limited Liquidity: As of end-2023 MHP had about USD411 million of
cash, including a restricted USD25million for trade
working-capital. Around 80% of its cash was in hard currency, of
which 85% was held outside of Ukraine, which the company can
utilise for its agricultural operations and to service its debt.

Fitch continues to assess refinancing risks as high given MHP's
weak access to external financing, which is captured by the IDR.

ISSUER PROFILE

MHP is the largest poultry producer and exporter in Ukraine with
2023 revenue of USD3 billion and EBITDA margins of around 16.4%.

ESG CONSIDERATIONS

MHP has an ESG Relevance Score of '4' for group structure,
reflecting related-party loans. This has a negative impact on its
credit profile and is relevant to the rating in conjunction with
other factors.

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

   Entity/Debt                 Rating           Recovery   Prior
   -----------                 ------           --------   -----
MHP SE                LT IDR    CC     Affirmed            CC
                      LC LT IDR CC     Affirmed            CC

MHP Lux S.A.

   senior
   unsecured          LT        C      Affirmed   RR5      C

Private Joint-Stock
Company MHP           LT IDR    CC     Affirmed            CC
                      LC LT IDR CC     Affirmed            CC
                      Natl LT   CC(ukr)Affirmed            CC(ukr)


PLT VII FINANCE: Moody's Affirms 'B2' CFR, Outlook Remains Stable
-----------------------------------------------------------------
Moody's Ratings has affirmed PLT VII Finance S.a.r.l.'s (Bite or
the company) B2 long-term corporate family rating and B2-PD
probability of default rating. Concurrently, Moody's assigned a B2
instrument rating to the new proposed EUR920 million senior secured
notes due 2031 to be issued by PLT VII Finance S.a.r.l. The outlook
remains stable.

Proceeds from the new proposed EUR920 million senior secured notes,
together with EUR22 million of cash on balance sheet, will be used
to make a EUR200 million distribution to shareholders, refinance
the existing EUR725 million senior secured notes due in January
2026, and cover for the EUR17 million of estimated transaction
costs. Moody's took no action on the ratings of the existing EUR725
million senior secured notes due January 2026, and expects that
these will be withdrawn upon repayment. The company will also enter
into a new EUR100 million super senior revolving credit facility
(SSRCF) due 2030.

"While the transaction is credit negative because it increases
Bite's gross leverage by around 0.8x on a pro forma basis as of the
end of 2024, the affirmation of the CFR reflects the company's
track record of EBITDA growth that will support de-leveraging over
the next two years and Moody's expectation that the company will
continue to generate positive free cash flow before dividend
payments despite the increase in interest paid related to the
refinancing transaction", says Pilar Anduiza, Moody's lead analyst
for Bite.

RATINGS RATIONALE      

Moody's expects the transaction to increase the company's
Moody's-adjusted leverage by 0.8x, to around 4.9x as of the end of
2024, a level which is nevertheless commensurate with the leverage
factor set for the current B2 CFR. The increase in the absolute
amount of debt and the higher cost of debt will also reduce Bite's
cash flow generation capacity with retained cash flow (RCF) to net
debt weakening to 12%-13% over the next 12-18 months from around
16% in the last two years. The company's interest cover measured as
(EBITDA - capex)/interest expenses will also weaken as a result of
the transaction to around 1.7x on a pro forma basis in 2024 from
2.3x in 2023.

However, the affirmation of the rating reflects the company's track
record of organic EBITDA growth that Moody's expects will support
de-leveraging towards 4.7x by 2025. Bite remains committed to its
company reported net leverage target below 5.0x (equivalent to
around 5.3x on a Moody's adjusted basis). Moody's estimates the
company will report organic revenue and EBITDA growth in the
low-to-mid single digits over the next 12-18 months.

Bite's B2 CFR continues to reflect its strong position in the
mobile and TV segments, its high-quality mobile network and leading
free-to-air TV channels and content in the Baltic region; Moody's
expectation of continued growth in revenue and EBITDA, driven by an
increase in data consumption, upselling of new services and the
implementation of a cross-selling strategy, using its new pay-TV
over-the-top (OTT) platform; successful price increases; and its
positive free cash flow (FCF) before dividends.

The rating also reflects Bite's high Moody's-adjusted gross
leverage; relatively modest scale and scope of operations; its
geographical concentration in the Baltic region, mainly in
Lithuania (A2 stable) and Latvia (A3 stable); and its exposure to
cyclical and volatile advertising revenue.

ESG CONSIDERATIONS

Governance was one of the key drivers of today's rating action in
accordance with Moody's ESG framework because Moody's views the
releveraging transaction as reflective of an aggressive financial
policy. However, Moody's assumes no changes in the company's
financial policy going forward including the intention to operate
the business with a leverage below 5.0x.

LIQUIDITY

Following the refinancing, Bite's liquidity profile is good. It is
supported by a cash balance of EUR10 million pro forma for the
transaction, full availability under the new upsized EUR100 million
committed revolving credit facility and expected positive FCF
generation before dividends of around EUR25 million and EUR40
million in 2024 and 2025. However, Moody's expects FCF to remain
close to nil in the next two years based on the assumption that all
excess cash flow will be distributed in the forms of dividends.

The company is subject to a springing covenant set at 8.0x, to be
tested on a quarterly basis when drawings under the SSRCF exceed
35% of the total.

The company will benefit from a flexible debt maturity profile with
no debt repayments until 2030, when the SSRCF and senior secured
notes mature.

STRUCTURAL CONSIDERATIONS

Bite's capital structure comprises of EUR920 million senior secured
notes maturing in 2030 and a EUR100 million SSRCF maturing in
2030.

The B2-rated bonds and the unrated SSRCF benefit from the same
security and guarantee structure. Bite's bonds are secured against
share pledges, bank accounts and intercompany receivables of key
operating subsidiaries, and benefit from guarantees from operating
entities accounting for 98.7% of group EBITDA (excluding guarantors
and non-guarantors with negative EBITDA) and 86.6% of group assets
as of March 31, 2024. The unrated SSRCF ranks ahead of the notes in
an enforcement scenario. Because of the relatively small size of
the SSRCF, which ranks ahead of the senior secured notes, the notes
are rated B2, at the same level as the CFR.

RATIONALE FOR THE STABLE OUTLOOK

The stable rating outlook reflects Moody's expectation that Bite
will continue to report solid operating performance, with moderate
revenue growth and some margin improvement; it will maintain gross
leverage, as measured by Moody's-adjusted gross debt to EBITDA,
slightly below 5.0x by the end of 2024. The outlook assumes that
Bite will not embark on any large debt-funded acquisitions or
shareholder distributions and that it will manage its liquidity in
a prudent manner.

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

The rating could be upgraded if Bite delivers on its business plan,
such that its Moody's-adjusted debt/EBITDA declines below 4.5x on a
sustained basis; generates positive FCF (after dividends) on a
sustained basis; and maintains a track record of prudent liquidity
management.

The rating could be downgraded if Bite's operating performance
weakens, or deb-funded M&A or shareholder distribution increases
its Moody's-adjusted debt/EBITDA above 5.5x. The rating could also
be downgraded if FCF before dividends deteriorates, weakening the
company's liquidity.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Bite is a leading converged mobile, fixed broadband, pay-TV and
media company in the Baltics, with unique media content and strong
free-TV market shares. Bite is mostly owned by Providence Equity
Partners. The company generated pro forma revenue of EUR564 million
and company adjusted EBITDA of EUR196 million in 2023.


PLT VII FINANCE: S&P Affirms 'B' ICR & Alters Outlook to Positive
-----------------------------------------------------------------
S&P Global Ratings affirming its 'B' long-term issuer credit rating
on PLT VII Finance (Bite) and the 'B' rating on its debt, and
assigning its 'B' issue rating to the proposed new senior secured
notes/floating rate notes.

The positive outlook reflects that S&P could upgrade Bite if its
leverage declines to 5.5x or below, while free operating cash flow
(FOCF) to debt improves to about 7%, combined and supported by
organic revenue growth of about 5% and adjusted EBITDA margin of at
least 30%.

PLT VII Finance S.a r.l., holding company of telco and media group
Bite plans to issue EUR920 million notes, which we expect it will
use to refinance EUR725 million notes maturing in January 2026 and
distribute dividends of about EUR200 million.

S&P said, "The announced transaction will lead to an increased
leverage in 2024, but we expect the company to reduce it through
EBITDA growth thereafter. In our view, the transaction will cause
S&P-adjusted leverage for Bite to increase to 5.5x in 2024 from
about 4.7x in 2023, and to decline to about 5.2x in 2025, supported
by healthy EBITDA generation. This will result from price increases
in the mobile and fixed broadband segments, as well as
cross-selling and upselling capabilities of bundled offerings to
mobile customers.

"Bite ramped up investments in 5G from 2023, but we expect capital
spending (capex) will remain moderate, resulting in good FOCF.
Capex needs increased to 11% in 2023 to fund the 5G rollout, and
will likely stay at this level until 2026, which is still a lower
capex-to-revenue ratio compared with that of European peers (17% on
average). It reflects the specificities of Bite's markets,
Lithuania and Latvia, two geographically flat countries, which have
low population densities but high concentrations in capital cities,
allowing operators to focus on capacity in small, concentrated
areas while providing decent coverage to the rest of the country.
Relatively moderate capex supports solid FOCF generation, with FOCF
after lease payments of about EUR40 million in 2023-2025. We expect
that, following a temporary weakening of FOCF to debt to about 5%
in 2024 due to the refinancing, the metric should recover to 7%
from 2025.

"Bite's profitability has been improving, but is still relatively
low compared with that of most European telecom operators (35%-37%
on average). We expect EBITDA margins should exceed 31.0% in
2024--from 30.8% in 2023 and 30.3 in 2022--and gradually improve
further thanks to operating leverage capabilities. This is still
relatively low, mainly due to Bite's smaller scale and low average
revenue per user (ARPU) compared with the rest of Europe; however,
the group delivered growth in profitability despite high pressure
from inflation in 2022-2023. The relatively modest margin also
reflects, in our view, a lack of leading position, in particular a
No.3 position in Latvia." Bite remains a small player compared with
local competitors Telia and Tele2, which are both international
companies, as well as telecommunications peers in Europe.

With a focus on strengthening its fixed broadband segment through
acquisitions over last years, Bite became a converged fixed, media,
mobile player. Before the acquisition of Baltcom in 2020, Bite was
a predominantly mobile operator, and now it's a converged mobile,
fixed broadband, pay TV, and media player in the Baltics with 1.7
million mobile revenue generating unit (RGUs) and 1.2 million
broadband and pay TV RGUs, offering diversified product range
across business to consumer, business to business, and retail. The
Bite group's reported revenue increased to EUR564 million in 2023
from EUR389 million in 2019, and S&P expects annual top-line growth
of about 5% in 2024-2025. The group operates Go3, the leading pay
TV platform in the Baltics, providing local and international
content (which supports cross-selling opportunities through
attractive bundle offerings). The brand is highly recognizable in
the Baltics. The media segment generates about 16% of the group's
service revenue, representing primarily advertising sales, where
the group has about half of the Baltics market. With the Go3
umbrella brand, Bite maintains a fully integrated multiplatform
approach (including TV, radio, and digital) and offers exclusive
content, as well as news and sports.

More than half of service revenue is generated in the mobile
segment, where Bite is an established player in Lithuania and
Latvia. Both Lithuania and Latvia are efficient three-player
markets (Telia, Tele2, and Bite) with stable market shares. Bite
enjoys solid No.2 and No.3 positions in Lithuania and Latvia,
respectively (30% market share in Lithuania and 24% in Latvia in
2023). It is still a small player in fixed broadband markets: Its
10% market share in the two countries combined generates almost
one-third of total group revenue. S&P expects Bite to take
advantage of the fragmented Lithuanian and Latvian fixed markets
and acquire small existing fixed players to strengthen its position
over time.

Bite's rating is constrained by its financial sponsor ownership,
which is partly offset by prudent liquidity management and no large
mergers or acquisitions (M&A) in the pipeline. Providence Equity
Partners, the owners of Bite since 2016, set a medium-term leverage
target of less than 5x on net basis, which corresponds to almost 6x
of S&P Global Ratings-adjusted leverage. S&P said, "According to
management, pro forma the proposed transaction, leverage will reach
4.75x, still leaving some headroom within the upper limit, and
resulting in our estimate of 5.5x leverage by the end of 2024. The
group is well positioned to cover bolt-on acquisitions with the
existing revolving credit facility (RCF) and internal cash flows,
while we understand larger transformative acquisitions are to be
cautiously reviewed. We cannot rule out potential increases in our
adjusted leverage up to 6x, but we don't anticipate any in the near
term, given the expected debt-funded dividend distribution in 2024.
Should this happen, we think the company would be able to
deleverage relatively rapidly to about 5.5x, our threshold for a
higher rating, based on its track record."

The positive outlook reflects S&P's expectation that it could
upgrade Bite in the next 12-18 months if it deleveraged and
improved its FOCF generation.

Upside scenario

S&P could raise the rating if debt to EBITDA declines to 5.5x or
below and FOCF to debt recovers sustainably to about 7% or above,
while maintaining organic revenue growth of about 5% and adjusted
EBITDA margin of at least 30%.

Downside scenario

S&P could revise the outlook to stable if Bite fails to reduce its
leverage or improve its FOCF in line with its base case. This could
be the result of a more aggressive financial policy resulting in
higher debt to fund shareholder distributions or large
acquisitions. Although unlikely, it could spring from Bite's
revenue or EBITDA not growing as S&P expects, because of an
unexpected hike in competition in Lithuania and Latvia, and
significantly higher capex.

Governance factors are a moderately negative consideration in S&P's
credit analysis of Bite.

S&P's assessment of the company's financial risk profile as highly
leveraged points to corporate decision-making that prioritizes the
interests of the controlling owners, as is the case for most rated
entities owned by private-equity sponsors. This also reflects the
generally finite holding periods and a focus on maximizing
shareholder returns.




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

ACE HOLDINGS III: Moody's Assigns 'B2' CFR, Outlook Stable
----------------------------------------------------------
Moody's Ratings assigned a long-term B2 Corporate Family Rating and
a B2-PD Probability of Default Rating to Ace Holdings III B.V.
(Ace, dba Sport Group). Concurrently, Moody's has assigned a B2
rating to the proposed EUR400 million backed senior secured term
loan B due 2031 (term loan B) and the EUR90 million backed senior
secured revolving credit facility due 2030 (RCF) with Ace Bidco,
Inc. the borrower and Ace Bidco GmbH as the co-borrower, both
subsidiaries of Ace. The outlook assigned to all entities is
stable.

The proceeds from the term loan B, together with equity from KPS
Capital Partners, LP (KPS), will be applied towards the purchase of
Sport Group, repayment of existing indebtedness, transaction fees
and expenses and  cash to Sport Group's balance sheet.

The assigned ratings are subject to the transaction closing as
proposed and review of final documentation.

The rating action reflects:

-- Assignment of first-time ratings to Sport Group reflecting the
upcoming ownership change with funds of KPS acquiring a majority
stake in Sport Group from Equistone Partners Europe.

-- Expectation that Sport Group further increases its position in
the global market for artificial turf and sport surfaces through
organic and inorganic growth.

-- Debt documentation allows for additional debt facilities and
signals that larger acquisitions could result in re-leveraging
events.

-- Moody's-adjusted gross debt to EBITDA falling to 4.7x in 2024,
and low, but gradually improving EBITA margins of 7.1% in 2023 and
7.7% expected in 2024.

RATINGS RATIONALE      

The B2 ratings reflect Sport Group's strong positions in the global
market for artificial turf and sport surfaces; turf and surface
replacement cycles that support recurring revenues; low capital
intensity; and potential to benefit from growth (both organic and
inorganic) and some margin improvement.

The company's product and end market concentration; limited scale;
low, but gradually improving profitability; a market with good
growth fundamentals but also competitive tender processes; and
Moody's-adjusted gross leverage over 5x pro forma the transaction
(based on full year 2023 and the proposed debt structure), all
constrain the rating. Moody's expects debt-funded growth through
bolt-on acquisitions to further consolidate the market, which may
lead to increased leverage and adds some execution risk, but also
creates potential to improve the business profile.

OUTLOOK

The outlook is stable. It assumes that Sport Group reduces leverage
through EBITDA growth and operates in a leverage band of 3.5x and
5.0x, and that its operating profitability gradually and
sustainably improves towards 10% EBITA margins.

LIQUIDITY

Sport Group's liquidity is adequate and benefits from cash on hand
of EUR15 million at closing of the transaction and access to a
EUR90 million senior secured revolving credit facility. Revenue
generation is seasonal with Q3 and Q2 typically being the strongest
quarters reflecting the summer season and school breaks in the
northern hemisphere. Working capital releases are most material in
the Q4 when inventory levels are low and receivables collected.
Moody's expects Sport Group to generate positive free cash flows
that will be used to fund acquisitions. The RCF matures 6.5 years,
the TLB 7 years after signing.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Governance was a driver in the action. Sport Group's governance
risk exposure stems from its concentrated ownership by funds of
KPS, whose financial targets tend to lead towards shareholder
distributions in addition to debt-funded acquisitions.

STRUCTURAL CONSIDERATIONS

The B2 ratings assigned to the term loan B and RCF are in line with
the B2 CFR. It reflects the pari passu ranking in the capital
structure and the upstream guarantees from material subsidiaries of
the company. The B2-PD probability of default rating, in line with
the CFR, reflects Moody's assumption of a 50% family recovery rate,
typical for bank debt structures with a limited or loose set of
financial covenants.

COVENANTS

Moody's has reviewed the marketing draft terms for the new credit
facilities. Notable terms include the following:

Guarantor coverage will be at least 80% of consolidated EBITDA
(determined in accordance with the agreement) and include group
companies incorporated in Germany, the Netherlands, Delaware and
New York. Security will be granted over key shares, material bank
accounts and intercompany receivables as well as material assets of
US Bidco.

Additional facilities are permitted up to the greater of EUR84
million and 100% consolidated EBITDA. Unlimited pari passu debt is
permitted up to a consolidated senior secured debt ratio (CSSDR) of
4.75x.

Restricted payments are permitted if CSSDR is 4.25x or lower, and
restricted investments are permitted if CSSDR is 5.75x or lower.
Asset sale proceeds are only required to be applied in full
(subject to exceptions) where CSSDR is greater than 4.75x.

Adjustments to consolidated EBITDA include cost savings and
synergies, capped at 25% and from actions expected to be taken
within 24 months.

The proposed terms, and the final terms may be materially
different.

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

Moody's could upgrade the ratings if Sport Group (i) delivers
sustainably higher EBITA margins above 10%; (ii) maintains debt to
EBITDA below 3.5x on a sustainable basis; and (iii) demonstrates
FCF to debt in the high single digits (%). Financial policy is also
an important consideration for a higher rating.

Moody's could downgrade the ratings with (i) inability to reduce
debt to EBITDA to below 5.0x; (ii) EBITA to interest below 1.5x;
(iii) inability to improve profitability; or (iv) failure to
generate low single digit FCF relative to debt; or deterioration of
liquidity.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Upon closing of the transaction Ace Holdings III B.V., based in the
Netherlands, will own and control Sport Group TopCo GmbH, based in
Burgheim/Germany. Sport Group develops, manufactures, distributes
and installs synthetic surface systems. 75% of its revenues is
generated by sports surfaces, around 15% by leisure and
landscaping, and the remainder by industrial applications such as
cable-filling compounds or industrial coatings. In 2023 Sport Group
reported revenues of around EUR787 million and a company-adjusted
EBITDA of around EUR84 million (10.7% margin). Around 50% of Sport
Group's revenues come from the US, with the rest from EMEA (40%)
and APAC (10%). In April 2024 funds advised by Equistone Partners
Europe announced that they are selling their majority stake to KPS
Capital Partners, LP. The transaction is expected to close in June
2024.


ACE HOLDINGS III: S&P Gives Prelim 'B' LongTerm ICR, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Ace Holdings III B.V. (Sport Group) and its
preliminary 'B' issue rating to the senior secured term loan B
(TLB). S&P also assigned a preliminary recovery rating of '3' to
the TLB, reflecting its expectation of meaningful recovery
(50%-70%; rounded estimate: 60%) in the event of a default.

S&P said, "The stable outlook reflects our view that Sport Group
should be able to maintain its leading position in the artificial
surface industry; deliver solid revenue and EBITDA growth and
positive free operating cash flow (FOCF); and keep leverage and
interest coverage in line with the 'B' rating."

In April 2024, private equity firm KPS Capital Partners, LP agreed
to acquire Sport Group TopCo GmbH (Sport Group), a Germany-based
artificial surfaces manufacturer that generated EUR787 million of
revenues and EUR84 million of group-adjusted EBITDA in 2023.

S&P said, "We forecast that Sport Group's leverage will be elevated
under the new ownership. We forecast that Sport Group's S&P Global
Ratings-adjusted debt to EBITDA will be about 5.3x in 2024 and
about 4.5x in 2025. This reflects our expectation of increasing
topline growth of about 3.0% in 2024 and 6.5% in 2025 and expansion
of the EBITDA margin toward 12% on the back of a progressive shift
into more value-added geographies and products, structural market
tailwinds, and margin improvement initiatives.

"After the closing of the transaction, Sport Group's cash on
balance sheet will be EUR15 million, although we expect favorable
seasonal working capital inflows and strong EBITDA generation to
bring it to close to EUR80 million by year-end 2024. Additionally,
we expect positive FOCF generation of about EUR15 million-EUR20
million per year over the next 24 months, underpinned by increased
profitability, limited working capital needs, and the absence of
significant capital-investment projects, with availability under
the EUR90 million RCF providing further liquidity headroom.

"Sport Group should benefit from growth prospects in the production
of synthetic turf for sport and landscaping applications. This is
thanks to Sport Group's strong market position, vertically
integrated business model, and ability to meet specific customer
requirements. We expect continued demand for artificial surfaces in
both sports and landscaping given their superior performance and
applicability, improved sustainability, lower cost, and greater
convenience. As technological improvements increasingly make
artificial turf look and feel like natural grass, its use will
become more acceptable to customers.

"Furthermore, we understand that the industry remains fragmented,
with an estimated size of around EUR15 billion and possible annual
growth of 7%-8%. We believe that Sport Group is in a good position
to capture this growth, thanks to its leading market position in
sports flooring, comprehensive brand portfolio, product
certifications, and control over the entire value chain globally."

In addition, Sport Group's ability to continuously innovate and
consistently deliver high-quality products in terms of durability,
performance, and sustainability gives the group a competitive
advantage in maintaining customer loyalty and winning contracts in
new markets. The group has a track record of supplying high-profile
events, like the Olympic Games and the US Open Tennis
Championships, and benefits from longstanding relationships with
its main customers, including municipalities, education systems,
private sport facilities, and public institutions.

Sport Group also manages one of the largest installed bases in the
industry, providing increasing recurring revenues through product
replacements. Moreover, the group's efficient network of
manufacturing assets, which are located close to its customers
across its main locations, enables it to maintain consistent
quality while ensuring timely delivery and high levels of customer
service.

S&P said, "Sport Group's modest scale of operations and limited
exposure to emerging markets could limit growth, in our view. Sport
Group generated revenue of around EUR780 million in 2023, and
adjusted EBITDA of close to EUR75 million after nonrecurring costs.
At this operational scale, the group could be vulnerable to
external changes like increased competition from low-cost
producers. In addition, the group generates most of its revenue
from the more mature and stable European and U.S. markets, which
together accounted for about 90% of 2023 revenue. It has little
exposure to more rapidly growing, however riskier, emerging
markets. That said, the group has a good track record of defending
its leading market position, despite lower-cost competition, given
their strong brand recognition, superior quality product offering,
and long-standing relationship with customers.

"Our ratings and outlook reflect Sport Group's positive FOCF
generation in the next 12-18 months. We forecast FOCF of EUR13
million in 2024 and EUR21 million in 2025, thanks to improvements
in profitability and topline growth." S&P views the following as
credit positive:

-- A vertically integrated business model;

-- Control over the supply chain;

-- A large footprint in the manufacturing sector;

-- Limited maintenance and expansion capex of around EUR20
million-EUR30 million annually to fund additional capacity
projects; and

-- Modest working capital requirements of EUR10 million-EUR15
million to meet growing demand.

S&P said, "The ratings on Ace Holdings III will depend on our
receipt and satisfactory review of all final documentation and the
final terms of the senior secured TLB. If we do not receive the
final documentation within a reasonable timeframe or if the final
documentation and the final terms of the senior secured TLB are
different from the materials and terms we have reviewed, we reserve
the right to revise our assessment. Potential changes include, but
are not limited to, the utilization of the proceeds, maturity, size
and conditions of the facilities, financial and other covenants,
security, and ranking.

"The stable outlook indicates that, in our view, Sport Group will
likely increase its profitability thanks to its expansion into more
value-added geographic and product segments, with an increasing
presence in the U.S. and in the polyurethane and landscape
segments; the cost synergies we expect; and a reduction in
nonrecurring costs. We project adjusted EBITDA margins of 10.5% in
2024 and 11.5% 2025, with adjusted debt to EBITDA of 5.3x in 2024
and 4.5x in 2025. We also forecast that Sport Group will maintain
positive FOCF of about EUR10 million-EUR15 million in 2024 and
EUR20 million-EUR25 million in 2025, and keep FFO cash interest
coverage above 2.0x."

S&P could lower its rating over the next 12 months if:

-- Revenue growth and profitability are materially lower than S&P
forecasts, such that the leverage ratio deteriorates, deviates from
its expectations, and exceeds 7.0x;

-- The group's liquidity deteriorates significantly;

-- FOCF turns negative; and

-- FFO cash interest coverage drops below 2.0x.

These scenarios could happen if Sport Group fails to deliver on its
cost-saving initiatives, market growth decelerates, or growth
investments are significantly higher than S&P expects.

S&P said, "We could also lower the rating if Sport Group pursues a
more aggressive debt-financed acquisition strategy than we assume
in our base case, such that its leverage ratio deteriorates
significantly.

"We could raise the rating if Sport Group maintains a leverage
ratio at the stronger end of the 4.0x-5.0x range on a sustained
basis and significant FOCF generation to self-fund growth
investments. This could happen through faster topline and EBITDA
expansion compared with our base case, and the owner's commitment
to maintain a less leveraged capital structure in the long term.

"Environmental and social factors are a neutral consideration
overall in our credit rating analysis of Sport Group. As a
manufacturer of synthetic grass, the group, similar to the entire
industry, has exposure to environmental risks linked to waste
generation. Sport Group is actively engaged in collecting and
recycling artificial turf at the end of its lifecycle in its
in-house recycling center. It is developing next-generation
sustainable products that reduce the use of microplastic infill and
put the group in a position to meet potential new environmental
regulations.

"Governance factors are a moderately negative consideration in our
credit rating analysis of Sport Group. In our view, financial
sponsor-owned companies with aggressive or highly leveraged
financial risk profiles drive corporate decision-making that
prioritizes the interests of the controlling owners. This also
reflects the owners' generally finite holding periods and focus on
maximizing shareholder returns."




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

PROPULSION (BC) FINCO: Moody's Affirms 'B2' CFR, Outlook Stable
---------------------------------------------------------------
Moody's Ratings has affirmed the B2 long-term corporate family
rating and the B2-PD probability of default rating of Propulsion
(BC) Finco S.a r.l. ("ITP Aero" or "the company"), the parent
company of the Spanish supplier of aero engine modules ITP Aero.
Moody's has also affirmed the B2 instrument rating on the senior
secured bank credit facilities. The company intends to upsize the
senior secured term loan by $270 million to approximately $1,128
million. The outlook remains stable.

Proceeds from the add-on along with additional EUR60 million debt
issuance in form of local bank loans and EUR325 million of cash on
balance sheet will be used to fund a EUR450 million distribution to
shareholders together with EUR169 million repayment of preferred
equity outside of the restricted group, as well as to cover related
fees and expenses.  

RATINGS RATIONALE

The rating action captures a material deterioration in credit
metrics due to additional debt raised to fund a shareholder
distribution. The transaction occurs only shortly after the
issuance of EUR200 million add-on in October 2023 to fund the
acquisition of BP Aerospace. However, with 25% revenue growth in
2023, the underlying performance of the group remained strong.
Moody's estimate that Moody's adjusted gross leverage at the end of
2023 including BP Aerospace was already at around 4.5x, which is at
the stronger end of Moody's guided leverage range for the existing
B2 rating category. The group's deleveraging and cash generation
have also outperformed Moody's expectations, with Moody's adjusted
FCF for 2023 being EUR99 million. Nevertheless, the proposed
additional debt issuance pushes the leverage close to 6.5x
pro-forma, a high mark for the rating category. It will also
negatively impact future cash generation due to the additional
interest burden.  

Moody's expect that ITP Aero will continue to experience strong
topline and earnings growth in the coming years as market
fundamentals remain supportive across commercial and defense
aviation somewhat mitigating the material increase in leverage. The
company is also guiding for another 20% growth in revenues in 2024,
with a similar increase in cash EBITDA, even though cash conversion
is expected to be less than that of 2023. Higher earnings will
facilitate deleveraging as measured by Moody's adjusted Debt /
EBITDA and Moody's expect a fairly quick decline towards the 4.5x
– 5.5x range that Moody's deem as appropriate for the current
rating category. However, Moody's caution that the company may
continue to pursue debt-funded acquisitions. Furthermore, it may
consider additional distributions to its shareholders or aim to
decrease the remaining preferred equity. The remaining EUR282
million of preferred equity outside of the restricted group,
equates to approximately 1.5x 2023 PF leverage as determined by
Moody's but is not included in Moody's metrics and only taken into
account qualitatively. Therefore, distributions targeting a
reduction of this fairly expensive instrument could significantly
influence future leverage evolution. Inability to clearly
demonstrate a substantial deleveraging path over the next 12-18
months will likely lead to a negative rating action.

The rating is mainly supported by (1) the company's tier one aero
engine supplier position for complete engine modules; (2) its good
engine programme diversification with most engine programmes at the
sweet spot of their programme life; (3) the diversification into
defense engine programmes and MRO activities (around 25% of group
revenue); (4) fundamentally supportive market outlook for
commercial and defense aviation; and (5) the profitable and cash
flow generative nature of ITP Aero's business model.

However, the rating is constrained by (1) the high Moody's adjusted
gross leverage of close to 6.5x as of 2023, pro-forma the proposed
transaction; (2) its concentration on Rolls-Royce plc and wide body
engine platforms (over half of group revenue); (3) limited
reporting track record as a stand-alone entity; (4) complex
organizational structure with third party investors holding
preferred equity outside of the restricted group as well as the
equity being held by Spanish private or public investors through a
Basque holding company located within the restricted group; and (5)
the event risk related to further debt-funded acquisitions and
mostly private equity ownership.

Governance is an important consideration for the rating action. The
recent debt-funded acquisition of BP Aerospace and especially the
proposed shareholder distribution is an evidence of the company's
aggressive financial strategy that is tolerant of operating with
high leverage. Its ownership structure with the vast majority of
shares being held by the private equity company Bain Capital has a
greater propensity to favor shareholders over creditors.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that ITP Aero's
leverage will be high following the additional debt load and at
close to 6.5x (2023 PF Moody's adjusted gross leverage) will be
well above the level Moody's deem as appropriate for the B2 rating
category. However, Moody's expect a fairly swift deleveraging in
the next 12 to 18 months as the operating environment in the
industry remains supportive and the company will likely continue to
perform strongly.

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

Positive rating pressure could arise if:

-- Further improvement of the business profile;

-- Moody's adjusted gross debt/ EBITDA sustained below 4.5x;

-- Sustainably positive FCF generation with FCF/ debt around
mid-single digit;

-- Good liquidity.
Conversely, negative rating pressure could arise if:

-- Moody's adjusted gross debt/ EBITDA sustained above 5.5x;

-- Moody's adjusted EBIT/ Interest sustained below 1.5x;

-- Liquidity position materially deteriorates as a result of
negative FCF, shareholder remuneration or M&A.

LIQUIDITY

The liquidity position of Propulsion (BC) Finco S.a r.l. will still
remain good at closing of the transaction. The cash position post
the transaction is EUR125 million and the company also has an
access to the fully undrawn upsized $301 million senior secured
revolving credit facility. Since its LBO in 2021, ITP Aero has
generated a good amount of cash flow with EUR73 million of Moody's
adjusted FCF in 2022 and EUR99 million in 2023. However, Moody's
expect FCF to be materially weaker in the next 12-18 months partly
because of the additional interest burden, but also due to cash
costs related to the GTF inspection programme (EUR120 million
spread over 2024-26). As a result, Moody's foresee FCF to be in the
range of EUR0 - EUR50 million in 2024-25.  

The RCF contains a springing covenant set at 7.5x senior secured
net leverage ratio (2.4x in March 2024, pro-forma the proposed
transaction) tested when more than 40% of the facility is drawn.

STRUCTURAL CONSIDERATION

The instrument ratings on the senior secured term loan and senior
secured revolving credit facility is in line with the B2 corporate
family rating reflecting their dominant share in the capital
structure. In addition, the company has EUR126 million of local
bank loans, of which  EUR40 million are secured by real estate,
which is not a collateral for the senior secured facilities, while
the remaining EUR86 million are unsecured. Despite the capital
structure of Propulsion (BC) Finco S.a r.l. being solely composed
of bank debt Moody's have assumed a 50% recovery rate at the
corporate family level due to the loose financial covenant
package.

The capital structure still includes EUR282 million of preferred
equity outside of the restricted group, following its partial
repayment as part of the proposed transaction. While Moody's do not
include it in Moody's debt and leverage calculations, its existence
implies an additional risk of potential cash leakage as
demonstrated by the envisaged repayment.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Aerospace and
Defense published in October 2021.

COMPANY PROFILE

Propulsion (BC) Finco S.a r.l. is the parent company of ITP Aero.
Headquartered in Zamudio, Spain, ITP Aero is a tier 1 supplier of
aero engine modules and he ninth largest aeronautical engine and
components company in the world. Established in 1989, ITP Aero
operated as a wholly-owned subsidiary of Rolls-Royce plc (Ba1
positive) since 2017 before being acquired by Bain Capital in
September 2021. In 2023, ITP Aero generated approximately EUR1.3
billion of revenue and employed around 4,900 people.




=====================
S W I T Z E R L A N D
=====================

GATEGROUP HOLDING: S&P Affirms 'CCC+' ICR & Alters Outlook to Pos.
------------------------------------------------------------------
S&P Global Ratings revised its outlook on the rating on
Switzerland-based gategroup Holding AG (gategroup) to positive from
stable, while affirming its 'CCC+' long-term issuer credit rating
on the company.

The positive outlook reflects the possibility of an upgrade over
the next 12 months if gategroup's EBITDA generation does not
decrease, free operating cash flow (FOCF) continues to recover, and
adjusted debt to EBITDA sustainably improves well below 10x,
thereby reducing the risk of an unsustainable capital structure.

Global demand for air travel continues to recover. According to the
International Air Transport Association (IATA), global air
passenger traffic exceeded pre-pandemic levels in February 2024,
after having reached 94% of 2019 levels in 2023. Total traffic in
February 2024 was up 21.5% year over year, supported by strong
performances across all main markets, particularly Asia-Pacific
(APAC)--which was the last region globally to lift travel
restrictions--but also the U.S. and India. S&P said, "Nevertheless,
we expect the pace of global air passenger traffic growth will slow
as the recovery levels off. Moreover, we expect industry-wide
capacity will remain tight because of delays in the delivery of
aircraft, a shortage of jet engines and spare parts, issues with
Pratt & Whitney engines, scarce maintenance slots, and staff
shortages across the entire aviation network. That said, the global
economic outlook remains resilient, as reflected in our global GDP
growth forecast of above 3% over 2024-2025. Additionally,
unemployment rates remain at historic lows, which we expect will
support robust demand for air travel. Business travel is picking up
but remains well below pre-pandemic levels."

S&P said, "We expect gategroup's revenues will continue recovering
in 2024, thanks to robust demand for air travel, a further opening
of Asian markets, customer wins, and contractual and extraordinary
price increases.Most of gategroup's revenues result from onboard
catering and the sale of food and non-food products to air
travelers, meaning the company's operating performance is
positively correlated with increasing passenger volumes. During the
COVID-19 pandemic, however, gategroup accelerated its expansion
into adjacent non-aviation markets to reduce its reliance on air
travel. For example, its deSter division, which designs and
produces sustainable food packaging for the aviation and food
service industry, contributed Swiss franc (CHF) 352 million to
revenues in 2023. Furthermore, gategroup continues leveraging its
existing asset base for non-aviation-related, direct-to-consumer
food preparation. We view this strategic development as
revenue-enhancing and note that Food Solutions
(non-aviation-related activities) accounted for about 16% of the
company's revenues in 2023. gategroup's first-quarter 2024 results
show a continuation of the improved performance in 2023, with
passenger numbers, topline volumes and rates, and EBITDA
increasing. Over the first three months of 2024, the company
generated about CHF1.14 billion in total revenues, representing a
11% year-on-year increase. We forecast revenues could reach CHF5.2
billion-CHF5.3 billion in 2024, from CHF4.7 billion in 2023, thus
surpassing the pre-pandemic level before the consolidation of LSG
Group's European operations, which gategroup acquired at the end of
2020." This would follow gategroup's strong 2023 financial
performance, which significantly exceeded the still
pandemic-constrained 2022 results, reflecting the uninterrupted
recovery in air traffic and the pent-up demand for air
travel--including medium- and long-haul traffic--which typically
generate higher catering volumes than short-haul traffic.
This--along with the gradual materialization of higher contractual
rates, which gategroup had pushed through to recoup cost inflation
and protect margins in the future--resulted in adjusted EBITDA of
CHF211 million in 2023, from CHF84 million in 2022.

Revenue growth will more than offset the receding inflationary
pressure on gategroup's cost base and translate into earnings
nearing the pre-pandemic levels. S&P said, "We believe adjusted
EBITDA after restructuring costs could expand to CHF310
million-CHF330 million in 2024, underpinned by first-quarter 2024
EBITDA of CHF35 million, from slightly negative EBITDA in the first
quarter of 2023. This would be a significant step-up from CHF211
million in full-year 2023 but would still be below the pre-pandemic
level of CHF359 million (before the LSG acquisition). In our 2024
base case, we expect operating cash flow will fully cover annual
lease amortization and capital expenditure (capex), resulting in a
moderately positive FOCF after lease payments, similar to 2023. We
expect capex will increase from 2024 onward (from the extraordinary
lows over 2020-2022) to accommodate the post-pandemic catch-up
investments in operating units and equipment. Higher EBITDA could
result in our adjusted debt-to-EBITDA ratio improving to 8.0x-8.5x
in 2024, from 12.2x in 2023, assuming adjusted debt of CHF2.6
billion-CHF2.7 billion at end-2024, from CHF2.57 billion at
end-2023. We add the convertible loan, pension liabilities, and an
outstanding put option related to gategroup's subsidiary Servair to
our adjusted debt calculation. Yet we do not deduct cash from our
adjusted debt because the company is owned by a financial sponsor.
We forecast that our adjusted debt-to-EBITDA ratio could improve
toward 7.0x-7.5x in 2025. However, uncertainty about the potential
effects of macroeconomic and geopolitical conditions on consumer
sentiment and air travel demand are only partly captured in our
EBITDA forecasts and could weigh on actual ratios. This, combined
with gategroup's high and gradually increasing absolute debt burden
and limited capacity to repay debt in the short term, constrains
the rating at this time."

S&P said, "We expect gategroup will preserve its sound liquidity
profile, largely due to an ample cash balance on hand and improving
cash generation. Available liquidity sources will cover liquidity
needs by 2.0x-2.3x over the next 12 months, amid a continued
recovery in air traffic." This assessment is underpinned by
gategroup's ample available cash on hand, the undrawn portion of a
liquidity line from shareholders, and forecast positive operating
cash flow. The company's debt is not subject to financial
maintenance covenants, which have been replaced by a minimum
liquidity test of CHF25 million. The absence of material debt
repayments before October 2026 further supports gategroup's
liquidity.

S&P said, "The positive outlook reflects the possibility of an
upgrade over the next 12 months if gategroup's operating and
financial performance continues to recover, thus markedly reducing
the risk of an unsustainable capital structure. Because of the lack
of significant amortizing debt in the capital structure, we believe
an improvement in credit metrics will mainly result from an
increase in EBITDA.

"We could revise the outlook to stable if air passenger traffic
growth was interrupted in 2024, impairing the recovery in
gategroup's EBITDA, leading to a large FOCF deficit, and reducing
liquidity headroom.

"We could upgrade gategroup if we were confident that air travel
demand was robust enough to enable the company to restore its
financial strength. This would include EBITDA generation trending
toward pre-pandemic levels, FOCF remaining clearly positive, and
adjusted debt to EBITDA dropping sustainably well below 10x. The
company would also have to demonstrate a continued adequate
liquidity position.

"Social factors are a negative consideration in our credit rating
analysis of gategroup, reflecting the susceptibility of the
aviation industry to health and safety disruptions. The company's
cash flows and liquidity suffered from the pandemic-related decline
in air travel, which forced gategroup to restructure its debt. This
is because the company derives most of its revenues from onboard
catering and from directly selling food and non-food products to
passengers, meaning most of its earnings are directly correlated
with air passenger volumes. Although EBITDA generation recovered
significantly in 2023 and continues to improve, it could lag
pre-pandemic levels in 2024, according to our base-case scenario.

"Governance factors are a moderately negative consideration in our
credit rating analysis of gategroup. Our assessment of the
company's financial risk profile as highly leveraged reflects
corporate decision-making that prioritizes the interests of the
controlling owners, in line with our view of most of our rated
entities owned by private-equity sponsors. Our assessment also
reflects generally finite holding periods and a focus on maximizing
shareholder returns."




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

DTEK ENERGY: Moody's Affirms 'Ca' CFR & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Ratings affirmed the Ca long-term corporate family rating
and the Ca-PD probability of default rating of DTEK Energy B.V. The
outlook has been changed to stable from negative.

RATINGS RATIONALE

RATIONALE FOR AFFIRMATION OF THE RATING

Affirmation of DTEK Energy's CFR at Ca reflects the significant
risk of payment defaults and low expected recovery rate for
creditors because of the significant impact of the continuing
military conflict in the Ukraine on DTEK Energy's operations and
the national economy. Since the start of the conflict, DTEK Energy
has suffered from decreased energy demand and production, low but
gradually increasing energy prices and higher costs including as a
result of damage to operating assets and associated
infrastructure.

Electricity demand in the Ukraine is still significantly below
pre-war levels. After the Russian invasion, demand fell by more
than 40% and is only slowly recovering. Output from coal-fired
power stations has fallen even more drastically, by almost 60%, and
is further impeded by continuous Russian attacks on Ukraine's
energy infrastructure. Collection rates for Ukrainian electricity
generators reached a low at ca. 35% at the beginning of the
conflict, but improved subsequently back to almost 100%.

DTEK Energy's assets continue to be affected by the conflict. The
group has lost control of the Lukhanskaya TPP, and output at the
Zaporizhzhya TPP ceased because of disruption to coal supply as a
result of damage to railway infrastructure. Further Russian attacks
especially in March and April 2024, apparently intended to disrupt
Ukrainian energy supply, resulted in significant damage to the
company's power plants.

On February 24, 2022, the National Bank of Ukraine passed a
resolution affecting the operation of Ukrainian banks following the
imposition of martial law. This resolution prohibited the release
of cash from Ukrainian bank accounts in foreign currencies and
imposed a moratorium on cross-border foreign currency payments,
with certain exceptions. Nevertheless, DTEK Energy was able to pay
its US dollar obligations in relation to its Eurobond since then.
On May 4, 2024 restrictions on interest payments for Ukraine
residential borrowers of already outstanding borrowings were lifted
under certain circumstances, which will help DTEK Energy to meet
some of their future US dollar payment obligations. DTEK Energy's
outstanding Eurobond does not benefit directly from the easing of
certain restrictions, because US dollar interest payments related
to it do not fall under the exceptions. Liquidity is generally
dependent on operational performance and could be negatively
affected by factors such as non-availability of power plants, lower
electricity prices, or decreasing collection rates. Funds from
operations (FFO) / net debt was at 39.76% as of year-end 2023, but
is likely to remain volatile due to the circumstances determined by
war.

DTEK Energy continues to face very high refinancing risk because
substantially all of its outstanding debt is denominated in US
dollars and predominantly matures in December 2027. This risk is
exacerbated by uncertainty over the future exchange rate between
Ukrainian hryvnia and US dollars, which has been officially fixed
at the level of February 24, 2022 since the start of the conflict,
with a further depreciated fixing on July 21, 2022. On October 3,
2023, a regime of managed flexibility was introduced, which allows
exchange rate movements again. However, the National Bank of
Ukraine is actively participating in the market to maintain the
stability of the exchange rate. There is no certainty that DTEK
Energy will be able to refinance the notes, given the long-term
effects of the conflict on its business, and because pressure on
coal-fired generation is likely to increase over time.

RATIONALE FOR THE STABLE OUTLOOK

The change of outlook to stable reflects a stabilization of DTEK
Energy's business operations under current challenging
circumstances and Moody's expectation that the company will be able
to maintain operations, albeit at reduced levels, in the face of
continuing attacks and operating cashflow will be sufficient to
carry out necessary repairs. The partial easing of foreign exchange
restrictions further supports the company's ability to meet future
US dollar payment obligations.

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

The CFR could be upgraded if DTEK Energy's operational performance
solidifies sustainably on the back of increasing electricity demand
and that it appears likely that DTEK Energy will be able to meet
all of its debt obligations as they fall due, or after a resolution
of the military conflict.

The CFR could be downgraded if there are further operational cash
outflows, loss of assets, inability to source US dollars,
devaluation of the hryvna, or other developments that further
reduce the profitability of coal-fired generation in Ukraine which
ultimately could contribute to lower recovery rates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in December
2023.

COMPANY PROFILE

DTEK Energy B.V. is Ukraine's largest private power generator. As
of December 2023, the group operated six thermal power generation
plants with total installed capacity of 12,047 megawatts, several
coal processing plants, 9 coal mines and two coal-related machinery
manufacturers. DTEK Energy accounted for 18% of Ukraine's total
generated electricity in 2023 and over 60% of Ukrainian coal
production, almost all of which was consumed in the company's
thermal power plants.

DTEK Energy is indirectly owned by DTEK Group B.V., which also
operates electricity distribution and supply, renewable energy, gas
production and commodity trading businesses in Ukraine. DTEK Group
B.V. is fully owned by the financial and industrial group System
Capital Management, whose 100% shareholder is Rinat Akhmetov.




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

CARILLION PLC: Oxfordshire Council Spent GBP13.5MM Fixing Defects
-----------------------------------------------------------------
BBC News reports that a council spent GBP13.5 million fixing
defects left by collapsed building firm Carillion.

Oxfordshire County Council agreed a 10-year contract with the
company in 2012, which was already due to end early when it went
into liquidation in 2018, BBC discloses.

Work to correct problems found by the authority was finished in
March, BBC notes.  It included solving issues at schools, a park
and ride and a fire station, BBC states.

The construction giant went into liquidation after it ended up
GBP1.5 billion in debt and no deal could be reached to save it, BBC
recounts.

The council initially set GBP25 million aside to pay for repairs
for poor-quality jobs in 2018, having taken back control over most
of its services the previous year, BBC relays.


HARBEN FINANCE 2017-1: S&P Affirms 'B-(sf)' Rating on X-Dfrd Notes
------------------------------------------------------------------
S&P Global Ratings lowered its credit ratings on Harben Finance
2017-1 PLC's class B notes to 'AA (sf)' from 'AA+ (sf)', C-Dfrd
notes to 'A (sf)' from 'AA- (sf)', D-Dfrd notes to 'BBB+ (sf)' from
'A (sf)', E-Dfrd notes to 'BBB (sf)' from 'A- (sf)', F-Dfrd notes
to 'BBB- (sf)' from 'BBB+ (sf)', and G-Dfrd notes to 'BB+ (sf)'
from 'BBB (sf)'. At the same time, S&P affirmed its 'AAA (sf)'
rating on the class A notes and 'B- (sf)' rating on the class
X-Dfrd notes.

The rating actions reflect increased arrears in the transaction,
given its exposure to the cost of living crisis over 2023.

Since closing, S&P's weighted-average foreclosure frequency (WAFF)
assumptions have increased at all rating levels. Arrears have
accelerated since its last review, further increasing WAFF at all
rating levels.

House price appreciation since closing and lower jumbo loans
concentration in the pool have also reduced S&P's weighted-average
loss severity assumptions.

  Credit analysis results

  RATING LEVEL   WAFF (%)   WALS (%)   CREDIT COVERAGE (%)

  AAA            23.45      31.97      7.50

  AA             18.41      23.63      4.35

  A              15.81      12.25      1.94

  BBB            13.14      7.17       0.94

  BB             10.46      4.55       0.48

  B               9.79      2.88       0.28


Loan-level arrears in the transaction have increased since closing,
reflecting current macroeconomic conditions. Loan-level arrears
currently stand at 6.5%, up from 0.7% at closing. Total arrears are
above our U.K. nonconforming pre-2014 index, while prepayments are
below it. Cumulative losses currently stand at GBP6,908,195.

S&P said, "Our credit and cash flow results indicate that the
available credit enhancement for the class A notes continues to be
commensurate with the assigned rating. We therefore affirmed our
rating on these notes."

The downgrades reflect the increased required credit coverage at
all rating levels since closing. At the same time, prepayments have
significantly increased credit enhancement for the asset-backed
notes. S&P said, "As a result, our cash flow analysis indicates
that the class B-Dfrd to G-Dfrd notes can only withstand stresses
at lower ratings than those previously assigned. We therefore
lowered our ratings on the notes."

Additionally, the class X-Dfrd notes continue to pay interest and
have paid down 46% of principal as at the latest payment date. S&P
said, "Under a steady state scenario based on observed prepayments
with actual fees and no setoff stress, the notes do not pass our
'B' cash flow stresses. We therefore affirmed our 'B- (sf)' rating,
given that they do not rely on favorable economic and financial
conditions to service their debt obligations and remain current."

Some indemnity payments rank senior in the revenue priority of
payments and may be claimed by the joint lead managers under the
subscription agreement. They are capped at GBP900,000 per year
until the first optional redemption date, with any excess paid
junior to the rated notes. S&P said, "We modelled these indemnity
payments in our cash flow analysis. After the step-up date, the
rated notes' weighted-average cost will increase, reducing the
excess spread available, which we also considered in our cash flow
analysis."

Macroeconomic forecasts and forward-looking analysis

The current U.K. macroeconomic outlook remains uncertain and has
recently been subject to significant changes within short
timeframes. In addition to increased energy costs and the overall
cost of living, rate rise expectations remain fluid against a
backdrop of a stagnating macroeconomic environment. The ratings
assigned reflect this market uncertainty and S&P's overall analysis
considers the implications of a further deterioration in credit
conditions.

S&P considers the borrowers in the transaction to be nonconforming
and, as such, will generally be prone to inflationary pressures.

100% of the borrowers pay a floating rate of interest. As a result,
in the short to medium term, they are not protected from rate
rises, and will also be affected by cost of living pressures.

S&P said, "In our view, the ability of the borrowers to repay their
mortgage loans will be highly correlated to macroeconomic
conditions. Our current forecast for U.K. bank interest rates is
4.5% by end of 2024 and our unemployment forecasts for 2024 and
2025 are 4.6% and 4.3%, respectively. We therefore expect a
short-term increase in arrears, leading to higher unpaid interest
amounts for the class E-Dfrd and F-Dfrd notes.

"Given our current macroeconomic forecasts and forward-looking view
of the U.K. residential mortgage market, we have performed
additional sensitivities related to higher levels of defaults due
to increased arrears and house price declines. The assigned ratings
reflect the results of these sensitivities."

The pool comprises first-lien U.K. buy-to-let residential mortgage
loans that Bradford & Bingley PLC and Mortgage Express PLC
originated. The loans are secured on properties in England and
Wales, and were originated between 1997 and 2009.


HOPS HILL 4: S&P Assigns BB(sf) Rating on Class E-Dfrd Notes
------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Hops Hill No.4 PLC's
class A notes and class B-Dfrd to E-Dfrd notes. At closing, the
issuer also issued unrated J-VFN notes and residual certificates.

This is an RMBS transaction that securitizes a portfolio of
buy-to-let mortgage loans secured on properties in the U.K. The
mortgage portfolio is approximately GBP476 million as of May 2,
2024, plus a prefunding amount.

The transaction is a refinancing of Hops Hill No.1 PLC, which
closed in 2021, plus some newly-originated loans by Keystone
Property Finance Ltd.

The issuer used the issuance proceeds to purchase the full
beneficial interest in the mortgage loans from the seller at
closing, plus some prefunded loans up to the first interest payment
date. The issuer granted security over all of its assets in the
security trustee's favor.

S&P considers the originator's lending criteria to be conservative,
given that none of the loans are in arrears or related to borrowers
currently under a bankruptcy proceeding.

Credit enhancement for the rated notes consists of subordination
and excess spread.

A liquidity reserve provides liquidity support to cover senior
fees, swap payments, and cure interest shortfalls on the class A
and B-Dfrd notes. Principal can be used to pay interest on the
class A and B-Dfrd through D-Dfrd notes, provided that, in the case
of the class B-Dfrd to D-Dfrd notes, they are the most senior class
outstanding or the outstanding principal deficiency ledger is less
than 10%.

The main changes against Hops Hill No.3 PLC are the collateral's
higher seasoning due to the refinancing of Hops Hill No.1 PLC and
the non-issuance of class F-Dfrd and G notes.

There are no rating constraints in the transaction under S&P's
counterparty, operational risk, or structured finance sovereign
risk criteria. S&P considers the issuer to be bankruptcy remote.

  Ratings

  CLASS       RATING*     CLASS SIZE (MIL. GBP)

  A           AAA (sf)      500.00

  B-Dfrd      AA (sf)        27.10

  C-Dfrd      A (sf)         22.40

  D-Dfrd      BBB (sf)       13.50

  E-Dfrd      BB (sf)         3.10

  J-VFN       NR              0.15

  Residual certs   NR          N/A

*S&P's ratings address timely receipt of interest and ultimate
repayment of principal on the class A notes, and the ultimate
payment of interest and principal on the other rated notes. The
J-VFN notes do not provide credit enhancement.
NR--Not rated.
TBD--To be determined.
N/A--Not applicable.


PERKINS STOCKWELL: Set to Go Into Administration
------------------------------------------------
Sam Metcalf at TheBusinessDesk.com reports that one of
Leicestershire's oldest companies could be on the verge of
collapse.

Perkins, Stockwell & Co, a 200-year-old company from Leicester that
makes and supplies furniture, carpets and blinds, is set to slip
into administration, TheBusinessDesk.com understands.

The company which can trace its origins back to 1805, filed for
administration on Thursday, May 30, TheBusinessDesk.com discloses.

The company is based on Abbey Gate in Leicester.  In its latest
available accounts, made up to the end of 2022, Perkins, Stockwell
and Co has assets of just GBP29,000, TheBusinessDesk.com states.
It owed creditors GBP222,000, TheBusinessDesk.com notes.

According to TheBusinessDesk.com, the administration notice was
filed by Neil Money, insolvency practitioner at CBA Business
Solutions.


PHARMANOVIA BIDCO: Moody's Rates New Senior Secured Debt 'B2'
-------------------------------------------------------------
Moody's Ratings has assigned B2 ratings to the new proposed senior
secured debt facilities issued by Pharmanovia Bidco Limited
(Pharmanovia or the company), comprising a EUR980 million senior
secured first lien term loan B3 due 2030 and a EUR220 million
senior secured first lien revolving credit facility (RCF) due 2029.
The company's existing ratings are unchanged, including its B2
corporate family rating, its B2-PD probability of default rating
and the B2 ratings on the company's existing senior secured bank
credit facilities. The outlook is stable.

The rating action reflects:

-- The company's solid trading and acquisition integration since
the company's LBO in 2019

-- Good prospects for positive organic growth driven by product
line and geographic expansion

-- Strong recovery from temporary supply chain disruption for its
largest drug, Rocaltrol, in China in fiscal 2024 (ended March 31,
2024)

-- Relatively high leverage expected to be sustained at between
5.0x to 5.5x with likely ongoing debt-financed acquisitions

The rating action follows the launch of a full refinancing of the
company's senior secured debt facilities, which extends debt
maturities to 2029 and 2030 from 2026. The proposed new senior
secured term loan will be applied to refinance the company's
existing term loan and RCF drawings, of approximately EUR950
million, and to pay transaction fees, with approximately EUR20
million retained as cash on the company's balance sheet. The senior
secured revolving credit facility will be upsized from the current
level of EUR172.9 million.  Current utilisation of the RCF of
EUR120 million will be repaid with proceeds from the new senior
secured term loan B3, and immediately after the transaction Moody's
expects the RCF will be undrawn. On closing of the transaction the
ratings on the company's existing senior secured debt facilities
will be withdrawn.

RATINGS RATIONALE

The B2 CFR reflects the company's: (1) good diversification by
geography and therapeutic area; (2) asset-light business model
resulting in high Moody's-adjusted EBITDA margins over 40%; (3)
solid free cash flow generation; (4) relatively stable organic
revenues and good prospects for further growth; (5) acquisitions
partially funded by internal cash flows.

The ratings also reflect the company's: (1) relatively small
product portfolio and overall size; (2) short track record compared
to the pharma industry cycle and for its current portfolio of
drugs; (3) potential for reversion to organic revenue decline given
the mature drug portfolio; (4) acquisitive strategy, with risks
attached to product transitions, and rapid increase in scale and
employee base; (5) high leverage of around 5.4x on a
Moody's-adjusted basis at March 2024.

Pharmanovia has performed well since its LBO in 2019, whilst
multiple acquisitions have significantly increased the company's
scale. As marketing and technical transfers of acquired drugs have
been completed the company has been able to implement initiatives
to drive sales growth from the base portfolio.

The company suffered from supply chain disruption in relation to
sales of Rocaltrol in China in fiscal 2024, however this was
resolved in the last quarter and the company's trading performance
has recovered strongly, slightly ahead of Moody's expectations.
This was offset by currency movements which adversely affected
EBITDA by approximately EUR11 million in the year. There has also
been a degree of underlying revenue and EBITDA decline, excluding
the effects of acquisitions and currencies, which Moody's estimates
at around 3% in fiscal 2024. However, this largely relates to
channel restocking sales for Valium in fiscal 2023, which did not
repeat in fiscal 2024, and across the last three years the company
has achieved positive organic growth at a low single digit
percentage rate. Moody's expects stable to low positive growth in
the base business to continue supported by a strengthening
pipeline.

Sales of Rocaltrol in China remain vulnerable to further market
share gains by generic producers following the implementation of
volume-based pricing (VBP) in China, from July 2023. However the
company reports that in-market sales of Rocaltrol remain strong,
supported by strong retail channel growth and sustained hospital
sales where volumes are not awarded to generics, and the company
remains relatively well placed to limit the effects and sustain
performance.

The company continues to generate solid cash flows before
acquisition-related payments, with around EUR40 million in fiscal
2024 despite significant working capital outflows related to
Rocaltrol supply disruption and sales phasing. Moody's expects
adjusted free cash flows to increase substantially from fiscal 2025
as these effects are not repeated.

LIQUIDITY

The company's liquidity is adequate. Pro forma for the refinancing
the company will have access to an undrawn RCF of EUR220 million
and cash of EUR64 million at March 2024, calculated after deducting
approximately EUR44 million Rocaltrol earnout payments in April
2024. The refinancing improves liquidity headroom by approximately
EUR180 million from current levels of around EUR100 million. The
RCF has a net senior leverage springing covenant, under which the
company will retain ample headroom if tested.

STRUCTURAL CONSIDERATIONS

The B2 ratings on the EUR980 million senior secured term loan B3
and pari passu ranking EUR220 million RCF are in line with the CFR,
reflecting the fact that they are the only financial instruments in
the capital structure.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Pharmanovia's exposure to environmental risks primarily reflects
the fact that the company does not have any of its own
manufacturing and has no direct environmental liabilities. The
company does not have a history of material litigation and product
liability risks are limited because it largely markets older
molecules with a very well-established safety profile. Governance
considerations include Pharmanovia's relatively aggressive
financial policy with high leverage and a track record of
substantial acquisitions partially financed by debt and which
constrain the pace of deleveraging. It has a good record of
acquisition integration.

OUTLOOK

The stable outlook reflects Moody's expectation that Pharmanovia
will manage its capital structure and acquisition policy such that
Moody's-adjusted gross debt/EBITDA will not exceed 5.5x
sustainably. It assumes that the company will achieve positive
organic revenue and EBITDA growth over the next 12-18 months.
Moody's anticipates that Pharmanovia will reinvest surplus cash in
future earnings-enhancing acquisitions to sustain leverage metrics
if revenue regression returns. The stable outlook also assumes
around EUR100 million free cash flow (after exceptional items and
interest) per annum from fiscal 2025, adequate liquidity and no
shareholder distributions.

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

The ratings could be upgraded if Pharmanovia (1) further
diversifies its business model, particularly by further increasing
its portfolio of brands and partners, and (2) develops a longer and
successful track record as an acquirer and marketer of off-patent
drugs, and (3) sustains organic EBITDA growth. An upgrade would
also require the company's Moody's-adjusted gross debt/EBITDA to
reduce sustainably below 4.5x, and for cash flow from
operations/debt ratio to increase sustainably above 15%.

The ratings could be downgraded if (1) there are delays in
transferring marketing authorisations or material supply chain
issues, or (2) if organic EBITDA decline is sustained at more than
5% per year, including as a result of higher investments or
transfer costs, or (3) if the company's Moody's adjusted gross
debt/EBITDA stays above 5.5x on a sustainable basis, or (4) if
FCF/gross debt weakens sustainably toward 5% or (5) the liquidity
position deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Pharmaceuticals
published in November 2021.

CORPORATE PROFILE

Pharmanovia, headquartered in Basildon, UK, is a global sales and
marketing organisation focused on off-patent, branded and
prescription drugs, which outsources production and distribution.
The group is active in the following therapeutic areas:
cardiovascular, endocrinology, neurology and oncology. Pharmanovia
currently markets a portfolio of over 20 medicines across more than
160 countries. In fiscal 2024 the company reported revenue of
EUR427 million and EBITDA of EUR182 million (before exceptional
items).


RITCHIES HGV: Goes Into Administration, Put Up for Sale
-------------------------------------------------------
Business Sale reports that a Glasgow-based HGV training firm has
fallen into administration after more than 40 years of trading.

Ritchies HGV Training Centre Limited, which is based in Springburn,
specialised in training HGV drivers for construction plant,
forklift drivers and the haulage industry.  The firm served private
clients, utility companies and district councils.  However, it has
suffered since the COVID-19 pandemic, with its administration
coming amid downturns in the UK's construction and haulage
industries, Business Sale discloses.

According to Business Sale, Michelle Elliot and Callum Carmichael
of FRP Advisory were appointed as joint administrators of the
company on May 24, 2024, with 36 employees made redundant upon
their appointment.  The joint administrators will now seek to
market the business for sale, along with its assets, including
vehicles, plant machinery and its Springburn site, Business Sale
states.

In the firm's most recent accounts at Companies House, for the year
ending May 31, 2022, its fixed assets were valued at GBP927,042 and
current assets at GBP225,865, Business Sale notes.  At the time,
the company's net assets amounted to GBP181,670, Business Sale
relays.


TI GROUP: Moody's Ups CFR to 'Ba3' & Secured Loans to 'Ba2'
-----------------------------------------------------------
Moody's Ratings upgraded TI Group Automotive Systems L.L.C.'s (TI
Group) corporate family rating to Ba3 from B1 and the probability
of default rating to Ba3-PD from B1-PD. The senior secured bank
credit facility ratings on the company's term loan B and revolving
credit facility were upgraded to Ba2 from Ba3. At the same time,
Moody's upgraded the senior unsecured rating at TI Automotive
Finance Plc., a financing subsidiary, to B2 from B3. The outlooks
remain stable. The Speculative Grade Liquidity Rating was changed
to SGL-1 from SGL-2.

The upgrades reflect Moody's expectation for margin expansion
supported by increasing light vehicle production, improving
productivity and efficiencies across all product platforms, higher
content per vehicle on hybrid and electric vehicles and improving
product mix. Ongoing footprint/plant optimization, strategic supply
chain sourcing and new customer recovery agreements will also
support margin and free cash flow growth. Accordingly, Moody's
expects the EBITA margin near 7.5% in 2024, increasing to near 8%
in 2025. Debt-to-EBITDA should remain around 3x with annual free
cash flow comfortably in excess of EUR50 million even after
anticipating higher capital expenditures and dividends.

RATINGS RATIONALE

TI Group's ratings reflect its market and technological leadership
position in automotive fluid storage, carrying and delivery
systems, diverse and balanced customer and geographic exposures and
solid profit margin supported by a flexible cost structure. The
company's ability to easily pivot to battery electric and hybrid
electric vehicle thermal products and pressure resistant fuel tanks
should continue driving greater content per vehicle and expanding
margins over time. TI Group's advancing technologies resulted in
approximately 70% of 2023's new business wins coming from hybrid
and battery electric vehicle platforms.  This mix highlights the
balance between solidly profitable, legacy internal combustion
engine revenue and evolving focus toward sustainable, higher
profitability on alternative propulsion products.

Despite the recent slowdown in electrification investments from
numerous global automotive original equipment manufacturers (OEM),
TI Group continues to increase penetration with local Chinese OEMs
who are leading the transition to electrification. Opportunities
for thermal products in battery electric vehicles represent a key
driver of long-term growth in this important region.

In 2023, management updated its financial policy to include a
progressive growth dividend, expected to be around EUR35 million in
2024, and share repurchases of up to EUR40 million starting this
year. These changes maintain flexibility to adjust if results
aren't conducive to such outlays and are further influenced by the
company's target net leverage ratio of approximately 1.5x.

The stable outlook incorporates Moody's expectation that margins
will strengthen as OEM production volumes continue recovering and
prior and ongoing cost saving initiatives gain traction. The
outlook also reflects TI Group's success in capturing hybrid and
battery electric vehicle awards, which generate higher content per
vehicle, as an important step in achieving commensurate
profitability to combustion products on these platforms.

TI Group's SGL-1 is supported by Moody's expectation for cash to be
maintained at over EUR400 million and for the company to have near
full availability under its $225 million revolving credit facility
set to expire in July 2026. Moody's anticipates free cash flow in
excess of EUR50 million for 2024 inclusive of a dividend of close
to EUR35 million and higher capital expenditures. Free cash flow
should approach EUR100 million in 2025, benefiting from stronger
earnings.  Both the US term loan and the Euro term loan mature in
December 2026 with the unsecured notes at the financing subsidiary
maturing in April 2029.

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

The ratings could be upgraded with improving earnings that provide
the expectation for the EBITA margin to approach double digits,
debt-to-EBITDA approaching 2.5x and EBITA-to-interest maintained at
greater than 3.5x. Free cash flow-to-debt in the high single digits
would also be viewed favorably.  Important considerations for any
upgrade would be the maintenance of good liquidity and financial
policies that balance shareholder returns with capital
reinvestment, bolt-on acquisitions and debt reduction.

The ratings could be downgraded with the expectation of
EBITA-to-interest below 3x, debt-to-EBITDA in excess of 3.5x or
weakening liquidity. A material deterioration in margins could also
contribute to a rating downgrade.

The principal methodology used in these ratings was Automotive
Suppliers published in May 2021.

TI Group Automotive Systems L.L.C., a subsidiary of TI Fluid
Systems plc, is a leading global manufacturer of fluid storage,
carrying and delivery systems primarily serving light vehicle
automotive OEMs.  Revenue for the year ended December 31, 2023 was
approximately EUR3.5 billion.

TI Fluid Systems plc is publicly traded with affiliates of and
funds advised by Bain Capital, LP representing the largest
shareholder at just under 30% ownership.


URBAN SPLASH: Set to Go Into Liquidation
----------------------------------------
Greg Pitcher at Construction News reports that failed industry
disruptor Urban Splash House is to go into liquidation, more than
two years after collapsing into administration.

The move marks the final step in the winding-up of the
modular-build specialist, and could bring certain suppliers closer
to receiving some of the cash they are owed, Construction News
notes.

Spun out of Manchester-based developer Urban Splash, the company
was backed with investment and high hopes by Japanese giant Sekisui
and affordable-housing government body Homes England.

The firm delivered residences across the UK, but in its most recent
accounts it reported a GBP3.7 million pre-tax loss for the year to
September 2020 against revenue of just GBP4.7 million.

Administrators from Teneo Financial Advisory took control of the
business in May 2022, stating an intention to achieve "a better
result for creditors as a whole than in liquidation", Construction
News discloses.

A year later, this process was extended until this month, when
Teneo declared its intention to move Urban Splash House into a
creditors' voluntary liquidation (CVL) process, Construction News
relates.

According to Construction News, Julie Palmer, managing partner of
financial advisory firm Begbies Traynor, said this was "not
unusual" in the construction sector.  The move into CVL could
enable a focus on "distribution to unsecured creditors", she told
Construction News, although it was unclear how long this might
take.

In a report filed with Companies House last week, Teneo says there
are no secured creditors across the two companies technically in
administration, Urban Splash House Ltd and holding company Urban
Splash House Holdings Ltd., Construction News notes.

There are no preferential creditors for Urban Splash House Ltd.,
Construction News states.  According to Construction News, the
report says there are sufficient funds to fully repay claims
against Urban Splash House Holdings Ltd.

Teneo said that a surplus of GBP4.3 million is "available for
unsecured creditors", Construction News notes.  However, total
claims so far amount to more than GBP25 million, Construction News
discloses.

"We are unable to provide an estimate [of returns] until the
quantum of unsecured creditor claims has been established and asset
realisations are completed," the report notes.

At the time that it fell into administration, Urban Splash House
was a joint venture, with Urban Splash shareholders owning 48% of
the business, Sekisui 48% and Homes England 4%, Construction News
states.

Operating issues related to the modular firm's factory in Alfreton
were blamed for the collapse of the business, Construction News
relates.




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

[*] BOOK REVIEW: Transcontinental Railway Strategy
--------------------------------------------------
Transcontinental Railway Strategy, 1869-1893: A Study of
Businessmen

Author:  Julius Grodinsky
Publisher:  Beard Books
Softcover: 439 pages
List Price: $34.95
Review by Gail Owens Hoelscher
Order your personal copy at
http://www.beardbooks.com/beardbooks/transcontinental_railway_strategy.html


Railroads were pioneers of the American frontier.  Union Pacific;
Central Pacific; Kansas and Pacific; Chicago, Rock Island and
Pacific; Chicago, Burlington and Quincy; Atchison, Topeka and Santa
Fe:  these names evoke boom times in America, the excitement and
tumult of seemingly limitless growth and opportunity, frontiers to
tame, fortunes to be made.  Railroads opened up vast supplies of
raw materials, agricultural products, metals, and lumber. The
public gain was incalculable:  job creation, low-cost
transportation, acceleration of westward immigration, and
settlement of the frontier.  

The building of the western railway system in the United States was
described at the time as "one of the greatest industrial feats in
the world's history."  This book tells the story of the
trailblazers of the Western railway industry, men with a stalwart
willingness to take on extraordinary personal financial risk. As a
group, these initial railroad promoters were smart, bold,
tenacious, innovative, and fiercely competitive.  Some were
cautious with their and their investors' money, some reckless. Most
met with financial setbacks, some with total failure, some time and
time again.   They often sold out at great losses, leaving their
successors to derive the benefits later.  

Bitter competition existed among these men. They fought to position
their "roads" in a limited number of mountain passes, rivers, and
valleys; and to chart routes which connected major production areas
with major consumption areas. They cajoled and begged almost anyone
for capital. They created and tried to defend monopolies.  They
bullied each other, invaded each other's territories, and
retaliated against each other.  They staged wage wars.  They agreed
not to compete with each other, and bought each other out.

The book opens in May of 1869, just after the completion of the
first transcontinental route joining the Union Pacific Railroad and
the Central Pacific Railroad in Ogden, Utah. The companies'
long-term prospects were excellent, but right then they were
desperate for cash.  Union Pacific alone was more than $15 million
in debt.  Additional financing was proving scarce.  By 1870, more
than 40 railroads were floating bonds, "at almost any price for
ready cash," wrote one contemporary observer.  Still, funds were
raised and construction went on, both of transcontinental lines and
branch lines.  

As railway lines in the West were built in relatively unsettled
areas, traffic was light and returns correspondingly low.  To
increase business, the companies found ways to encourage population
growth along their routes.  Much-needed funding came from
immigration services set up by the railways themselves.
Agricultural areas sprang up along the routes.  Sometimes volume of
traffic expanded too fast, and equipment shortages and construction
delays occurred.  Or, drought, recession, and low agricultural
prices meant more red ink.

This book takes the reader through the boom times and bust times of
the greatest growth of railways the world has ever seen. The author
uses a myriad of sources showing painstaking and creative research,
including contemporary news accounts; railway company financial
records and archives; contemporary industry journals; Congressional
records; and personal papers, letters, memoirs and biographies of
the main players.

It's a good, solid read.

Professor Julius Grodinsky was born in 1896 and died July 9, 1962,
in Philadelphia, Pennsylvania.



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
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written permission of the publishers.

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

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                * * * End of Transmission * * *