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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

          Tuesday, August 6, 2024, Vol. 25, No. 157

                           Headlines



A U S T R I A

FWU LIFE AUSTRIA: Fitch Cuts IFS Rating to 'BB', On Watch Negative


B E L G I U M

INFINITY BIDCO: Moody's Lowers CFR to B2, Alters Outlook to Stable


B O S N I A   A N D   H E R Z E G O V I N A

BOSNIA AND HERZEGOVINA: S&P Affirms 'B+/B' SCRs, Outlook Stable


G E R M A N Y

MEDIAN BV: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
PCF GMBH: Fitch Cuts IDR to 'CCC+', Placed Rating on Watch Neg.


I R E L A N D

ARMADA EURO II: S&P Assigns B- (sf) Rating to Class F-R Notes
PALMER SQUARE 2024-2: S&P Assigns B- (sf) Rating to Class F Notes
TORO EUROPEAN 5: Moody's Hikes Rating on EUR11.85MM F Notes to B1


L U X E M B O U R G

EUROPEAN MEDCO: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable


S P A I N

ALTADIA GROUP: S&P Cuts Rating to 'B-' on Sustainably High Leverage


U K R A I N E

UKRAINE: S&P Cuts Sovereign Credit Rating to 'SD' on Missed Payment


U N I T E D   K I N G D O M

AXIS INTERNATIONAL: Leonard Curtis Named as Administrators
DIFFERENT DAIRY: FRP to Lead Administration Proceedings
FAB UK 2004-1: Fitch Affirms 'BBsf' Rating, Alters Outlook to Neg.
HOUSE OF EMERALD: FRP to Lead Administration Proceedings
ICELAND VLNCO: Moody's Hikes CFR to B2 & Alters Outlook to Stable

INEOS QUATTRO: Moody's Lowers CFR to B1, Alters Outlook to Stable
OCADO GROUP: Fitch Rates GBP350M Sr. Unsecured Notes 'B-(EXP)'
PREMIER FOODS: Moody's Affirms 'Ba3' CFR, Outlook Remains Stable
VAMPIRE'S WIFE: SFP Restructuring Appointed as Administrators
YETI TOOL: Campbell Crossley Named as Administrators


                           - - - - -


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

FWU LIFE AUSTRIA: Fitch Cuts IFS Rating to 'BB', On Watch Negative
------------------------------------------------------------------
Fitch Ratings has downgraded FWU Life Insurance Lux S.A.'s (FWU
Lux) Insurer Financial Strength (IFS) Rating to 'CC' from 'BBB+'
and Long-Term Issuer Default Rating to 'CC' from 'BBB'. Fitch has
also downgraded FWU Life Insurance Austria AG's (FWU Austria) IFS
Rating to 'BB' from 'BBB' and placed it on Rating Watch Negative
(RWN).

FWU Lux's downgrade reflects significant deterioration in
capitalisation as reflected in a recently disclosed breach of both
the minimum capital requirement (MCR) and the solvency capital
requirement (SCR) under Solvency II (S2).

The downgrade of FWU Austria reflects Fitch's view that its
financial condition and operations are likely to suffer following
the recent announcement that their parent company, FWU AG, has
entered insolvency proceedings and sister company FWU Lux is in
breach of its S2 capital requirements.

The RWN on FWU Austria's rating reflects Fitch's uncertainty around
further negative credit implications that could arise from the
financial difficulties at FWU AG and FWU Lux.

Key Rating Drivers

MCR Shortfall: FWU Lux reported on 19 July 2024 to its Luxembourg
regulator CAA that it no longer complies with the MCR and the SCR.
In response, CAA decided to freeze the company's assets to protect
the interest of policyholders and beneficiaries. This also means
that FWU Lux is not allowed to pay out any benefits in the
meantime.

Capital Plans: FWU Lux must submit a realistic short-term finance
scheme to restore the eligible basic own funds within three months,
at least to the level of the MCR. This scheme must be provided for
CAA's approval within one month.

Insolvency Proceedings for Owner: FWU AG filed for insolvency on 19
July 2024 and the provisional insolvency administration was ordered
on the same day. The reason for the application was its
over-indebtedness.

Ownership Negative for Rating: The downgrade of FWU Austria
reflects Fitch's view that capital could be extracted, although the
amount would likely be limited by insurance regulation, from FWU
Austria to service FWU AG's obligations. FWU Austria had a S2 SCR
coverage ratio of 271% at end-2023. The downgrade also reflects
operational and reputational risks at FWU Austria arising from FWU
AG's insolvency proceedings. Prior to the parent's insolvency
proceedings, Fitch considered FWU AG's ownership of FWU Austria to
be neutral to FWU's ratings.

New Business Suspended: Following the insolvency proceedings at FWU
AG, FWU Austria suspended new business sales on 23 July 2024 and
FWU Lux on 3 July 2024. For FWU Lux, acquisition expense financing
was highly dependent on FWU AG, which provides, for example,
factoring solutions for paying acquisition fees to distribution
partners.

Ongoing Analysis: Fitch will conduct further analysis on the credit
profiles of FWU Lux and FWU Austria as more information emerges on
FWU AG's insolvency proceedings and FWU Lux's solvency
remediation.

RATING SENSITIVITIES

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

FWU Lux

- Expected recoveries weaker than currently anticipated by Fitch.
This could be driven by, for example, asset deterioration or
reserve strengthening for guarantees

FWU Austria

- Negative impact of FWU AG's insolvency proceedings and FWU Lux's
MCR/SCR breaches on the credit profile of FWU Austria is greater
than Fitch currently anticipates

- Material write-downs of intragroup assets or material capital
extraction resulting in a deteriorating capital position

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

FWU Lux

- Expected recoveries stronger than currently anticipated by Fitch.
This could result, for example, from FWU Lux restoring its eligible
basic own funds to at least the level of the MCR

FWU Austria

- Fitch could affirm the rating and assign a Stable Outlook if the
negative impact of FWU AG's insolvency proceedings and FWU Lux's
MCR/SCR breaches on the credit profile of FWU Austria is less than
Fitch currently anticipates

ESG Considerations

FWU Austria and FWU Lux have an ESG Relevance Score of '4' for
Governance Structure due to the insolvency proceedings at their
ultimate owner FWU AG and for FWU Lux also due to the company's
breaches of the MCR and SCR, which have a negative impact on the
credit profiles, and are relevant to the ratings in conjunction
with other factors.

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

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

FWU Life Insurance
Lux S.A.              LT IDR CC  Downgrade   BBB
                      LT IFS CC  Downgrade   BBB+



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B E L G I U M
=============

INFINITY BIDCO: Moody's Lowers CFR to B2, Alters Outlook to Stable
------------------------------------------------------------------
Moody's Ratings has downgraded Infinity Bidco 1 Limited's (Corialis
or the company) corporate family rating to B2 from B1 and its
probability of default rating to B2-PD from B1-PD. Concurrently,
Moody's have downgraded the instrument ratings of the EUR890
million equivalent senior secured first lien term loan B and the
EUR150 million senior secured first lien revolving credit facility
(RCF) to B2 from B1. The outlook has been changed to stable from
negative.

RATINGS RATIONALE

The rating action reflects:

-- Corialis' weaker-than-expected credit metrics and Moody's
expectation that the demand recovery will take longer than Moody's
initially projected due to ongoing challenging conditions in the
construction sector.

-- Moody's adjusted Debt/EBITDA ratio peaked at around 7.0x in the
twelve months ending June 2024. Moody's forecast that leverage will
reduce towards 6.5x by year-end 2024 thanks to improved trading
conditions and margin expansion, and decrease further towards 6.0x
in 2025. This reduction will be supported by the recovery in the
construction industry and the recent capital investments in
countries showing improving trading conditions, namely the UK and
Poland. Given the weak credit metrics there is limited capacity for
underperforming Moody's forecasts at the B2 rating level.

-- Corialis' long history of positive Moody's adjusted FCF. The
company generated around EUR10 million positive FCF in 2023, and
Moody's forecast that its FCF will remain positive between EUR20-30
million per year over the next two years. The improvement in FCF
generation compared to 2023 will be driven by lower capital
spending and earnings growth from 2025. Moody's forecast includes
some investments in inventories in line with demand recovery.

-- Good liquidity with no sizable debt maturity until 2027 when
the RCF is due, no RCF drawn as of August 2, 2024.

The B2 CFR further reflects Corialis' solid profitability thanks to
its vertically integrated business model and its broad pan-European
presence; supportive business fundamentals including exposure to
energy-efficient renovation and the 100% recyclability of aluminum;
and the company's long track record of earnings growth and
deleveraging. Conversely, the rating is primarily constrained by
the company's exposure to the volatility in aluminum prices and
foreign-exchange rates, and some execution risks associated with
the company's expansion strategy in Iberia and new potential M&A.

LIQUIDITY

Corialis' liquidity is good, supported by around EUR90 million of
cash on its balance sheet as of June 2024 and EUR150 million
available under its RCF. Moody's xpect these sources of liquidity,
in addition to the likely positive FCF, to provide ample buffer to
cover working capital swings and capital spending needs over the
next 12-18 months. The debt structure is effectively covenant-lite,
with only one springing maintenance covenant set at 10.4x senior
secured net leverage, tested only when the RCF is drawn more than
40% net of cash. Moody's do not expect the RCF to be drawn over the
next 12-18 months.

The company's next debt maturities are its EUR150 million senior
secured RCF, due in December 2027, and the senior secured term loan
B dominated in Euro and GBP (EUR629 million and GBP224 million
respectively), due in June 2028.

STRUCTURAL CONSIDERATIONS

Corialis' capital structure consists of an EUR890 million
equivalent senior secured term loan B and a EUR150 million senior
secured RCF, both rated in line with the CFR. The instruments share
the same security package, rank pari passu and are guaranteed by
subsidiaries representing at least 80% of the consolidated group's
EBITDA. The security package consists of shares, bank accounts and
intragroup receivables only. The B2-PD PDR is at the same level as
the CFR, reflecting Moody's standard 50% family recovery rate as is
customary for capital structures with first-lien bank loans and a
covenant-lite documentation.

OUTLOOK

The stable outlook reflects Moody's expectation that Corialis'
Moody's adjusted credit metrics will improve over the next 12-18
months. This includes Debt/EBITDA reducing towards 6.0x in 2025 and
declining further thereafter. The stable outlook also reflects
Corialis' good liquidity and Moody's expectations of continued
positive FCF. Given the currently weak credit metrics there is
limited capacity for underperforming Moody's forecasts.

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

Upward pressure on the ratings could develop if (1)
Moody's-adjusted debt/EBITDA reduces below 5.0x on a sustained
basis; (2) Moody's-adjusted FCF is sustainably positive resulting
in FCF/debt above 5%; (3) its liquidity remains good.

Downward pressure on the ratings could arise if (1)
Moody's-adjusted debt/EBITDA sustainably deteriorates above 6.0x;
(2) Moody's-adjusted EBITA/ Interest does not improve towards 2.0x
on a sustained basis; (3) Moody's-adjusted FCF deteriorated towards
break-even on a sustained basis; or (4) its liquidity weakens.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Lokeren, Belgium, Corialis designs, manufactures
and distributes aluminium profile systems for in-wall, outdoor and
indoor products. The company operates a business-to-business
strategy, distributing its systems to small and medium-sized local
fabricators and installers. In 2023, the company reported EUR806
million revenues and EUR150 million company reported EBITDA.



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B O S N I A   A N D   H E R Z E G O V I N A
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BOSNIA AND HERZEGOVINA: S&P Affirms 'B+/B' SCRs, Outlook Stable
---------------------------------------------------------------
On Aug. 2, 2024, S&P Global Ratings affirmed its 'B+/B' long- and
short-term local and foreign currency sovereign credit ratings on
Bosnia and Herzegovina (BiH). The outlook is stable. The transfer
and convertibility (T&C) assessment on BiH remains 'BB'.

Outlook

S&P said, "The stable outlook reflects BiH's resilient economic
growth prospects and the favorable fiscal position that we expect
will endure over the next few years. The outlook also captures our
view that domestic political tensions will not escalate further,
although confrontations remain a risk given BiH's complex
institutional arrangements."

Downside scenario

S&P could lower the ratings if domestic political tensions escalate
significantly, particularly if they jeopardized government debt
service, for example by weakening indirect tax revenue collection,
or foreign currency reserves at the central bank.

Upside scenario

S&P could raise the ratings on BiH if it sees more consensus-based
domestic policymaking that potentially accelerates structural
reforms--including those relating to the country's EU
accession--and economic growth.

Rationale

S&P said, "Our ratings on BiH remain constrained by the country's
exceptionally complex institutional and governance system.
Political volatility occurs frequently and tends to escalate ahead
of elections (local elections are scheduled for October). We think
the longstanding dispute between Republika Srpska (RS) and several
BiH institutions, including the Office of the High Representative
and the Constitutional Court, will ultimately de-escalate, as it
has previously. Furthermore, we assume progress on structural
reforms relating to EU accession could improve political
effectiveness, should they occur.

"BiH's consolidated general government fiscal position remains a
rating strength. We forecast budget deficits will average below 1%
of GDP per year over 2024-2027, resulting in net general government
debt declining to under 19% of GDP through 2027. About 65% of
consolidated gross general government debt is due to official
bilateral and multilateral creditors at long maturities and
favorable interest rates. Consequently, we project that BiH's debt
service costs will remain contained through 2027, at an average of
2.2% of government revenue, which is low in a global comparison.

"The BiH's konvertibilna marka (BAM) currency board arrangement
with the euro, which we forecast will continue, provides an
important policy anchor for the local economy. However, coupled
with tight institutional arrangements, it greatly limits any policy
flexibility at the Central Bank of Bosnia and Herzegovina (CBBiH);
the institution has no capability to act as a lender of last resort
to the financial system."

Institutional and economic profile: An emerging market economy with
comparatively modest GDP per capita and complex domestic
institutional setup

-- Rising consumption, supported by lowering inflation and decent
real wage growth, will push real GDP growth to about 2.8% this year
from 1.6% in 2023.

-- S&P expects investments will continue to accelerate and
external demand will increase from 2025, resulting in real GDP
growth of almost 3% from 2025-2027.

-- RS' frequent threats to withdraw from state-level institutions
point to the complexity of BiH's political dynamics, potentially
constraining the sovereign's creditworthiness.

BiH's institutional and governance arrangements are arguably among
the most complex in the world, and frequent internal political
blockades and confrontations constrain the sovereign's
creditworthiness. The Dayton Peace Accords, which ended three years
of war (1992-1995), established the current political structures,
including the Office of the High Representative (OHR) to oversee
the civilian aspects of peace agreement implementation. In
practice, the country comprises two entities: the Federation of
Bosnia and Herzegovina (FBiH) and RS--each of which has a large
degree of autonomy--in addition to the small, self-governing Brcko
District. Each entity has its own parliament, government, and
banking regulator with extensive mandates (although the latter
align their regulatory framework).

The coexistence of two separate subsovereign entities, which are
largely divided along ethnic lines, under a common institutional
framework has generally translated into a contentious political
environment and protracted delays in progress on structural
reforms. Political rifts have widened ahead of the local elections
in October. Namely, the government of RS--dominated by Alliance of
Independent Social Democrats party and its leader, RS President
Milorad Dodik--have frequently threatened to not implement
amendments to the electoral code required by the OHR and push for
the region's independence from BiH, suggesting they would also
ignore decisions of the OHR and the Constitutional Court. Further
political conflicts occurred in the wake of the recent UN
resolution regarding the massacre of Srebrenica. Although this
volatility will likely continue to surface, S&P expects the current
stand-off will gradually calm down and elections will commence
within the agreed framework, as has happened before.

S&P also expects the confrontational nature of BiH's politics will
further curtail the country's EU accession. BiH was granted EU
candidate status in December 2022--almost seven years after the
country officially applied. The European Council announced in
December 2023 that membership negotiations will occur following
sufficient progress on structural reforms relating to the
membership criteria, which include several those to Bosnia's
judicial system, anticorruption measures, and economic development.
S&P expects the negotiation to be protracted and do not view EU
membership as likely in the near future. This is primarily because
of substantial difficulties reaching consensus on reforms and
policy priorities. Nevertheless, BiH's candidacy EU status entails
access to various EU financial support programs, including an
instrument for pre-accession assistance. At the end of June 2023,
the European Commission announced the Growth Plan for the Western
Balkans; it includes EUR6 billion in grants and loans for
infrastructure projects, of which an estimated EUR1 billion could
be available to BiH.

While small, BiH's economy is relatively diversified, with a large
services sector--including tourism--and a significant manufacturing
base, accounting for close to 20% of GDP. Despite the internal and
external political stresses, the economy remained resilient in the
first half of 2024, and S&P expects real growth will pick up to
2.8% by year-end, from 1.6% in 2023. Domestic demand, mostly in the
form of consumption, will be the primary growth driver. Consumption
benefits from falling inflation, currently at about 2%
year-on-year; still-high real net wage growth of 6.8% year-on-year;
and a modest increase in employment, which we expect will rise by
about 1 percentage point this year.

S&P said, "From 2024, we expect real economic growth in BiH will
pick up, averaging about 3% per year over our forecast horizon. We
expect investments, alongside consumption, will pick up slightly
over the next few years, namely in the energy and road construction
sectors, further supporting growth. In addition, the economic
recovery in BiH's key trading partners in the eurozone will support
export growth.

"For now, we do not think funds from the Growth Plan will have a
substantial impact on economic growth. First, at about EUR1 billion
in loans and grants over several years, their size is modest, even
compared with BiH's emerging economy. Second, their release is tied
to structural reforms, some of which will be difficult to implement
given the institutional challenges BiH faces. Some of these reforms
could help the country address the most important economic
challenges, which could otherwise become a substantial drag on real
growth. These include one of the most adverse demographic profiles
in Europe and the erosion of competitiveness amid rising wages and
permanently higher electricity prices for a particularly
energy-intensive economy."

Flexibility and performance profile: Some fiscal headroom amid
monetary policy constraints due to the BAM's hard peg to the euro

-- General government deficits, which S&P expects at below 1% of
GDP through 2027, will maintain BiH's net debt at below 20% of GDP,
which is modest for an emerging market.

-- S&P expects current account deficits will remain low over the
next four years, at slightly above 3% of GDP on average, which also
includes external borrowing constraints.

-- S&P expects BiH to maintain a currency board arrangement with
the euro, whereby the exchange rate is fixed at BAM1.96 to
EUR1.00.

BiH's strong fiscal indicators remain one of the key supporting
factors of the country's creditworthiness. On a consolidated
general government level, BiH has posted very narrow deficits in
recent years (except for 2020, when the COVID-19 pandemic started).
This has partly been a function of fiscal prudence as well as past
delays in budget adoption and reaching consensus on spending
priorities.

The consolidated fiscal performance, however, masks substantially
different budgetary outcomes in the FBiH and RS. S&P said, "While
we estimate that the FBiH recorded a surplus last year, RS posted a
deficit of about 0.4% of BiH's GDP (or about 1.4% of its own GDP),
reflecting continued growth in expenditure counterbalanced by cuts
to capital spending. Although we observed some financing pressure
ahead of RS' refinancing of its maturing EUR168 million Eurobond in
June 2023, which occurred predominantly on the domestic market, we
think RS will meet its financing requirements in 2024 through
domestic and external borrowing as well as international financial
institution credit line disbursements for specific projects."

S&P said, "For 2024, we expect a modest budget deficit at the
general government level, also based on a slight pickup in capital
spending. We therefore project an overall 0.7% of GDP general
government deficit for BiH. Over the next few years, as RS embarks
on fiscal consolidation measures while the FBiH's budget remains
close to balance, we expect the consolidated fiscal performance to
strengthen, with deficits of about 0.2% of GDP on average from
2025. Overall, we expect the general government primary budget
balance to remain in surplus over our forecast horizon."

The narrow budget deficits will underpin a continued decline in
BiH's general government debt, net of liquid government assets, to
19% of GDP by 2027 from a projected 20% of GDP at year-end 2023.
BiH's gross general government debt is concentrated on various
levels of government. Of the total 23.9% of estimated 2024 GDP at
the end of first-quarter 2024:

-- Debt contracted externally via the state level represents 14.7%
of GDP. This debt is almost entirely due to official bilateral and
multilateral creditors incurred by the BiH state then on-lent to
the FBiH and RS entities. Key creditors include the World Bank,
European Investment Bank, and IMF.

-- Direct domestic debt of the FBiH and RS, mostly in the form of
bonds and treasury bills, stands at 7.5% of GDP.

-- Direct external debt of the subnational entities, which almost
entirely consists of Eurobonds issued by RS, is above 1.6% of GDP.

-- Debt of Brcko District and lower levels of government, such as
municipalities in RS and cantons in the FBiH, amount to 0.2% of
GDP.

There is almost no commercial debt at the state level; it
constitutes less than 0.1% of GDP and is due to several foreign
commercial banks tied to specific projects. Also, BiH operates a
special debt-servicing mechanism for state-level debt that has been
on-lent to the FBiH and RS entities. Under this arrangement, the
state-level Indirect Taxation Authority collects indirect taxes
across BiH each day, following which resources are put aside for
foreign debt payments on state guaranteed debt and the functioning
of the central government and its institutions. The remaining
indirect revenue is then distributed to the FBiH and RS. This
mechanism is structured to operate even when there is no budget
adopted on the state or entity level. In S&P's view, it
significantly reduces the risks of nonpayment linked to any
unanticipated political disagreements.

S&P said, "We estimate BiH's current account deficit at 3.7% of GDP
in 2024, which is slightly higher than 2.7% in 2023, mainly
reflecting a rising trade deficit. From 2024, a pickup in external
demand will help exports recover, which will narrow external
deficits closer to historical averages of 3% of GDP from 2025-2027.
As previously, we expect debt financing to account for only a small
portion of current account funding, with most financing
representing net foreign direct investment inflows (mainly in the
form of retained earnings in the banking sector); a capital account
surplus (including European preaccession funds); and positive net
errors and omissions likely reflecting unrecorded transfers from
Bosnian citizens working abroad. Consequently, we project that
BiH's net external liabilities will remain low over the next few
years, at 21%-22% of GDP."

BiH maintains a currency board arrangement with the euro, whereby
the exchange rate is fixed at BAM1.96 per euro. The currency board
is an important economic anchor, but it curtails the CBBiH's
ability to pursue a fully independent monetary policy. Aside from
its reserve requirement framework, the CBBiH has effectively no
other policy tool available. Its main policy goal is to ensure the
stability of the currency board by retaining an adequate coverage
ratio. S&P does not expect the existing exchange-rate arrangement
to change.

Under the current institutional arrangements, S&P considers that
the central bank effectively cannot act as a lender of last resort.
CBBiH has no regulatory role and therefore cannot determine whether
bank is insolvent or illiquid. No other institution has this
capability either.

Inflation in BiH is already close to historical averages, at 2% in
May 2024, following a pronounced upswing between September 2021 and
September 2023, during which it peaked at 17.4% in October 2022.
S&P said, "Despite the decrease, we expect inflation will pick up
slightly over the coming months. Core inflation continues to exceed
headline inflation, implying underlying price pressures--including
from rising wages in the services sector--persist. In addition,
regulated electricity prices will increase in the second half of
this year. We therefore think that headline inflation will remain
at 2.4% for 2024 before gradually falling to 2%, in line with price
developments in the eurozone."

Following the temporary deterioration in banking sector confidence
over February-March 2022 in relation to Sberbank subsidiaries
operating in BiH, credit market conditions have improved, and
deposits have been expanding, reportedly by about 6% in 2023.
Reported nonperforming loans continue to decline (currently at a
low 3.6%), while the stock of domestic credit increased almost 7%
in 2023. BiH's financial sector remains largely conventional,
predominantly deposit-funded, and with a limited amount of external
debt outstanding. S&P expects that domestic credit and deposits
will continue to expand over the next couple of years, at about 5%,
in line with nominal GDP growth.

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

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

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

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

  Ratings List

  RATINGS AFFIRMED

  BOSNIA AND HERZEGOVINA

   Sovereign Credit Rating                 B+/Stable/B

   Transfer & Convertibility Assessment    BB




=============
G E R M A N Y
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MEDIAN BV: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed Median B.V.'s Long-Term Issuer Default
Rating (IDR) at 'B-' with a Stable Outlook. Fitch has also affirmed
Median's term loan B (TLB) senior secured rating at 'B' with a
Recovery Rating of 'RR3'.

The affirmation reflects the company's leading position in the
non-cyclical private mental care and rehabilitation care markets of
Germany, the UK, and Spain, as well as its high leverage and
aggressive financial policy.

The Stable Outlook reflects Median's improving operating margins in
the last 12 months as a result of higher reimbursement rates and
steadily improving occupancy rates in Germany, leading to increased
rating headroom. Fitch expects the company to continue improving
its EBITDA margins while continuing its build-and-buy strategy
through bolt-on acquisitions in its geographies, leading to EBITDAR
gross leverage remaining slightly above 6.5x to 2027.

Key Rating Drivers

Improved Performance Alleviates Rating Pressures: Median has
continued improving its operating performance on increased
reimbursement rates across Germany, UK, and Spain, in addition to
continued improved occupancy rates in Germany. Fitch anticipates
payor rates to continue rising at low-to-mid single digits. This,
coupled with a gradual occupancy rate improvement and increased
operational efficiencies as a result of internal investments,
should lead to steady margin expansion.

Fitch expects this to more than offset personnel wage increases in
an effort to reduce its reliance on external personnel, resulting
in EBITDA margins of 7.4% in 2024, up from 6.7% in 2023. However,
Fitch continues to forecast labour cost at above 60% of the
revenues, limiting Median's operating flexibility.

Execution Risks Remain: Fitch continues to see high execution risks
in Median's build-and-buy strategy, with sale-and-leaseback in a
high interest-rate environment. Fitch forecasts EBITDAR fixed
charge coverage to remain at 1.3x until 2025 on increased interest
expenses and lease payments, with the latter expected to remain
above 10% of revenues. Higher interest costs, coupled with internal
investments to reduce operating costs, would result in negative
free cash flow in 2024 and limit its generation beyond,
constraining its limited financial flexibility further.

Strategy Limits Deleveraging: Fitch projects EBITDAR gross leverage
to improve to around 7.0x in 2024, and to steadily reduce to 6.7x
to 2027. Fitch views Median's organic deleveraging capabilities as
limited by its regulated operations, modest operating and cash flow
margins, and the potential for excess cash to be reinvested in
bolt-on acquisitions.

M&A to Continue: Fitch expects Median will continue to expand its
footprint across its geographies through opportunistic
acquisitions. Management will likely sell and lease back the real
estate of the clinics acquired, in line with its strategy. Fitch
expects annual bolt-on acquisitions of EUR100 million, funded with
internal cash flows and Fitch-estimated incremental debt.

Fitch views a large acquisition as event risk, subject to their
business risk and integration complexity, acquisition economics and
funding mix. Median's record of lowering acquisition multiples by
undertaking sale and leasebacks on the real estate of acquired
targets supports some deleveraging but it remains limited.

Derivation Summary

Fitch rates Median under Fitch's Ratings Navigator for Healthcare
Providers. Global sector peers tend to cluster in the 'B'/'BB'
categories. The ratings are driven by respective regulatory
frameworks influencing the quality of funding and government
healthcare policies, and companies' operating profiles, including
scale, service and geographic diversification, and payor and
medical treatment mix. Many sector providers pursue debt-funded M&A
strategies, given the importance of scale and limited room for
maximising organic return.

European peers have similar operating characteristics of stable
patient demand with regulated frameworks but a limited ability to
enforce price rises above inflation, and the importance of
operating efficiencies while maintaining well-invested clinic
networks to safeguard competitive sustainability. Nevertheless,
ratings tend to be constrained by weak credit metrics expressed in
highly leveraged balance sheets as a result of continuing national
and cross-border market consolidation, with EBITDAR gross leverage
at 6x-7x and tight EBITDAR fixed-charge cover metrics of 1.5x-2x.

Median's 'B-' IDR reflects its pan-European operations in mostly
balanced regulatory frameworks, albeit with limited scope for
profitability improvement given sector-specific high operating
leverage. Its credit risk profile is weaker than that of peers like
Mehilainen Ythyma Oy (B/Stable) and Almaviva Developpement
(B/Stable). This is because despite Median's larger-scale
pan-European operations, Fitch expects tighter EBITDAR fixed-charge
coverage of 1.3x and volatile FCF generation to 2027.

Key Assumptions

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

- Organic revenue to increase in mid-to-high single digits in 2024
and then low single digits to 2027, as a result of higher
reimbursement rates across Germany and the UK, coupled with an
improved occupancy rate in Germany and a better product mix in the
UK

- Annual acquisitions at EUR100 million for 2024-2027, funded by a
committed revolving credit facility (RCF) and new debt issuance.
This will result in a double-digit revenue increase in 2024, and
revenue increases of mid-single digits in 2025-2027

- EBITDAR margin of 18% in 2024, steadily increasing to close to
19% in 2027

- Rent expense slightly above 10% of sales during 2024-2027,
leading to an increase in EBITDA margin to 7.4% in 2024 and
steadily to 9% by 2027

- Capex close to 5% of revenue in 2024, as the company invests to
achieve internal efficiencies, before it reduces to 4% in
2025-2027

- Sale-and-leaseback proceeds of about EUR40 million in 2024

- No dividends paid to 2027

Recovery Analysis

In the recovery analysis, Fitch assumes that Median would be
reorganised as a going concern (GC) in bankruptcy rather than
liquidated, given its strong market position across selected
services lines in Germany and the UK and a high share of rented
estate.

Fitch estimates Median's GC EBITDA at about EUR120 million,
reflecting integration challenges, adverse regulatory changes
leading to declining occupancy rates, an unfavourable shift in
payor or medical indication mix, or rising costs that could be the
result of staff shortages in a personnel-intensive business.

Fitch continues to apply a 6.0x enterprise value/EBITDA multiple to
the GC EBITDA to calculate a post-reorganisation enterprise value.
This multiple considers the social-infrastructure asset nature of
the healthcare business, supported by long-term demand and high
barriers to entry; geographic diversification and constructive
regulatory frameworks; and trading and acquisition multiples of
listed sector peers averaging 10.0x-12.0x.

The multiple is 0.5x below that of Mehilainen, which has a business
that benefits from wide diversification across health and social
care, a leading market position in Finland - now also expanding
abroad, a higher share of variable cost, and lower capital
intensity, given its exposure to occupational health and outpatient
care. Median's GC multiple is in line with that of other national
hospital operators, such as Almaviva Developpement, and several
other privately rated EMEA sector peers.

After deducting 10% for administrative claims, its waterfall
analysis generates a ranked recovery for the senior secured TLB in
the 'RR3' category, leading to a 'B' senior secured rating, which
includes an equally-ranking RCF of EUR120 million that Fitch
assumes will be fully drawn before financial distress, as well as
the committed EUR100 million TLB add-on. This results in a
waterfall-generated recovery computation output percentage of 64%,
based on current metrics and assumptions.

RATING SENSITIVITIES

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

- EBITDA margin trending to 9% on a sustained basis

- Positive FCF on a sustained basis

- EBITDAR gross leverage below 6.5x on a sustained basis

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

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

- Risk to the business model resulting from adverse regulatory
changes to public and private funding in Germany, Spain and the UK,
or challenges in executing the M&A growth strategy leading to
erosion of EBITDA margin to below 6% on a sustained basis

- Negative FCF margins on a sustained basis

- Tightening liquidity headroom with increased RCF use

- EBITDAR gross leverage above 7.5x on a sustained basis

- EBITDAR fixed-charge coverage below 1.2x on a sustained basis

Liquidity and Debt Structure

Satisfactory Liquidity: Fitch expects Median to have satisfactory
liquidity, given the lack of big debt repayments until September
2027, its available cash balance of EUR55 million (excluding EUR25
million that Fitch treats as not readily available for debt
service) as of May 2024, and almost full availability under its
EUR120 million RCF due in April 2027, after the company issued a
EUR100 million add-on to its existing TLB to repay its outstanding
RCF balance.

Issuer Profile

Median is the result of the September 2021 private equity-led
merger of Median (Germany) and Priory (UK), two leading providers
of medical rehabilitation and mental care services in their
respective countries.

ESG Considerations

Median has an ESG Relevance Score of '4' for Exposure to Social
Impact due to operations in a healthcare market, which is subject
to sector regulation, as well as budgetary and pricing policies
adopted in Germany and the UK. Rising healthcare costs expose
private hospital operators to high risks of adverse regulatory
changes, which could constrain the companies' ability to maintain
operating profitability and cash flows. This has a negative impact
on the credit profile and is relevant to the rating in conjunction
with other factors.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This 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.

   Entity/Debt             Rating       Recovery   Prior
   -----------             ------       --------   -----
Median B.V.          LT IDR B- Affirmed            B-

   senior secured    LT     B  Affirmed   RR3      B

PCF GMBH: Fitch Cuts IDR to 'CCC+', Placed Rating on Watch Neg.
---------------------------------------------------------------
Fitch Ratings has downgraded PCF GmbH's Long-Term Issuer Default
Rating (IDR) to 'CCC+' from 'B'. Fitch has also downgraded its
senior secured debt rating to 'B-' from 'B+'. Fitch has
simultaneously placed the IDR and SSNs on Rating Watch Negative
(RWN). The Recovery Rating remains at 'RR3'.

The downgrade reflects Fitch's assessment that PCF's proposed amend
and exchange (A&E) transaction would constitute a distressed debt
exchange (DDE) due to a significant reduction in terms for existing
creditors and has the effect of allowing the issuer to avoid an
eventual probable default according to its criteria.

The downgrade also incorporates the continued underperformance of
PCF, a deteriorated leverage profile, and diminished financial
flexibility versus its previous expectations. PCF's operating
performance was significantly hit in 2023 and 1Q24 by weak demand
for its products and lower consumer confidence. Fitch estimates
only a modest recovery in demand in 2H24, which will be
insufficient to support the group's deleveraging efforts.

The RWN reflects the pending outcome of the proposal and the likely
further downgrade of the ratings before Fitch updates the ratings
on a new capital structure post DDE. Fitch views the proposal
including an extended debt maturity, additional call premium
(payment-in-kind (PIK)) interest and new equity would likely lead
to a business and financial profile that is commensurate with a
high 'CCC' or a low 'B' rating category.

Key Rating Drivers

Tender Offer Signals Potential DDE: Fitch views the proposed A&E as
a DDE due to the group's plans to extend the maturity of its senior
secured notes (SSNs) by three years to April 2029 and its revolving
credit facility (RCF) to January 2029. Further, PCF's intent to
proceed through court using UK scheme of arrangement, if consent
for its A&E is less than 90% but higher than the minimum threshold,
signals a DDE. Fitch believes that the nature of this transaction
underscores PCF's limited financial flexibility to refinance its
2026 obligations, following deterioration in its financial
profile.

Constrained EBITDA Generation: Fitch forecasts PCF's EBITDA margin
to decline to 10.7% in 2024 and to remain within 11%-13% for
2025-2027, which is significantly below its previous expectations.
Combined with more moderate revenue growth, this results in
materially lower absolute EBITDA for 2024-2027. This is due
primarily to inflationary pressures affecting consumer purchasing
power, leading to lower volumes. Fitch expects material improvement
in PCF's margin only from 2026 on cost-saving initiatives and
integration benefits from its proposed acquisition of Nord. Fitch
believes that PCF's post-restructuring profitability will be in
line with the lower end of a 'BB' category.

Deteriorated Leverage Profile: Fitch forecasts that EBITDA gross
leverage will peak at 8.2x in 2024, due to lower EBITDA, and
exceeding its previous negative rating sensitivity. Fitch's rating
case assumes the proposed A&E will materialise and factors in
accrued interest from the PIK coupon, leading to increased gross
debt levels. Fitch expects leverage to remain high, commensurate
with a 'CCC' rating category in the short-to-medium term. Fitch
expects it to only improve to below 6.5x from 2026 and closer to
Fitch's 'B' category mid-point of 5.5x post-2027.

Eroded FCF Margins: Fitch believes that recent inflationary
pressures, combined with ongoing business restructurings, have
weakened PCF's liquidity and free cash flow (FCF) profile. Fitch
forecasts that PCF's FCF will remain substantially negative due to
weaker EBITDA and lower working capital, which is a significant
deviation from its previous expectations of modestly positive FCF
for 2024-2026.

Fitch expects PCF's post-restructuring FCF profile to remain
slightly negative in 2025 before it turns neutral to positive from
2026. This improvement is based on its expectations of increased
demand from 2H25 and an annual capex forecast of around EUR60
million to 2027.

Equity Injection to Improve Liquidity: PCF announced a EUR75
million equity commitment from its shareholder, Strategic Value
Partners, to fund its M&A and support liquidity. Management is
currently focused on EBITDA growth and has developed a
value-creation plan that includes expanding into adjacent products
or channels and cost efficiencies.

Sound Business Profile: PCF's limited geographical and product
diversification is mitigated by its exposure to the more stable
renovation market versus the new-build market. Approximately 75% of
its engineered wood product revenue comes from renovation
activities. Although its financial profile has been hit by subdued
macroeconomic conditions, its business profile remains consistent
with a 'BB' rating category.

End-markets are moderately diversified across kitchen producers
(about 30% of total revenue), furniture makers (24%), the
non-residential construction market (20%), and residential
construction (14%). This end-market diversification has
historically resulted in sustained revenue and competitive
operating margins for PCF. Fitch expects volume declines as new
construction activity, particularly residential projects, continues
to slow. However, Fitch forecasts a single-digit rise in revenues
from 2025, driven by better macroeconomic conditions.

Derivation Summary

Fitch compares PCF with HESTIAFLOOR 2 (Gerflor; B/Positive),
Tarkett Participation (B+/Stable), and Victoria plc (B+/Stable).
With forecast revenue at just below EUR1 billion in 2024, PCF is
slightly smaller than Gerflor and Victoria. Additionally, its high
exposure to Germany (around 50% of sales) results in less
geographical diversification than its peers.

Similar to Gerflor, PCF is primarily a B2B company but is less
diversified across segments, being focused on kitchen
manufacturers, furniture makers, and wholesale, versus Gerflor's
broader exposure to contractors in residential, public, social, and
commercial construction, as well as transport and sports
facilities. Like its peers, PCF benefits from a strong exposure to
the more stable renovation activities, at around 70% of total
revenue, including Silekol, or 75% for its engineered wood products
business.

PCF's EBITDA margins are slightly higher than those of Victoria,
partially supported by its own biomass combined heat and power
plants that cover virtually all its energy needs. Although PCF's
financial profile has deteriorated over the past 12 months due to
subdued demand, its profitability remains at the lower end of a
'BB' rating category . PCF's forecast EBITDA leverage of 8.2x in
2024 is higher than that of its peers.

Key Assumptions

- Revenue to decline 2.7% in 2024 before growing 7% annually for
2025-2027

- EBITDA margin around 10.7% in 2024, and improving to 11.3%-13.1%
for 2025-2027 on cost initiatives and revenue growth

- Annual capex at EUR60 million-EUR62 million for 2024-2027

- No dividends across the rating horizon

- M&A estimated at EUR30 million in 2024 and EUR20 million annually
for 2026-2027

- Equity injection of EUR75 million expected in 2H24

- A&E as currently proposed

Recovery Analysis

Key Recovery Rating Assumptions:

- The recovery analysis assumes that PCF would be considered a
going concern (GC) in bankruptcy and that it would be reorganised
rather than liquidated

- Fitch estimates a GC value available for creditor claims at about
EUR531 million, assuming GC EBITDA of EUR115 million. The GC EBITDA
reflects its view of a sustainable, post-reorganisation EBITDA on
which Fitch bases its enterprise valuation (EV). Fitch's current GC
EBITDA also factors in EBITDA contribution from project Nord, which
Fitch believes would be fully operational from 2026

- The GC EBITDA reflects stress assumptions from the loss of major
customers and rising raw material costs accompanied by postponed
selling price increases. The assumption also reflects corrective
measures taken in the reorganisation to offset the adverse
conditions that trigger default

- A 10% administrative claim

- Fitch uses an EV multiple of 5.5x EBITDA to calculate a
post-reorganisation valuation, which is comparable to multiples
applied to other building products producers. The multiple is based
on PCF's strong market position in western Europe with resilient
earnings due to high exposure to value-added products, usage of
efficient cost pass-through mechanism and fairly high barriers to
entry. The multiple also reflects its smaller scale than some other
Fitch-rated peers', concentrated geographical diversification and
limited range of products

- Fitch deducts about EUR37.9 million from the EV for its various
factoring facilities

- Fitch estimates the total amount of senior debt for creditor
claims at EUR824 million, comprising a super senior secured RCF of
EUR65 million, senior secured notes of EUR750 million and equipment
financing facility of EUR8.3 million

- These assumptions result in a recovery rate for the senior
secured notes within the 'RR3' range to generate a one-notch uplift
to the debt ratings from the IDR

- The principal waterfall analysis output percentage on current
metrics and assumptions is 61%

RATING SENSITIVITIES

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

- A positive rating action is unlikely, as reflected by the RWN,
ahead of the A&E or other refinancing

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

- Fitch would downgrade PCF's IDR to 'C' once it receives
confirmation that the consent solicitation has resulted in a
majority vote for amending the proposed terms in the SSNs or on
imminent liquidity pressure. Fitch would further downgrade the
rating to 'Restricted Default' once the exchange is completed
before it assigns a rating to reflect its post-completion profile

Liquidity and Debt Structure

Limited Liquidity: As of end-June 2024, PCF had EUR12 million in
Fitch-defined cash (adjusted by EUR10 million for working-capital
swings) alongside an undrawn EUR60 million revolving credit
facility (RCF). Although the existing liquidity is sufficient to
cover its negative FCF over the next 24 months, before it turns
positive from 2026, the liquidity profile has deteriorated over the
past 12-18 months.

PCF had previously maintained cash balances exceeding EUR100
million. Fitch believes that post-restructuring, the liquidity
profile and financial flexibility of PCF will improve not only due
to the extended maturity profile but also with the anticipated
shareholder equity injection.

Debt Structure: PCF's long-term debt consists of EUR750 million in
sustainability-linked notes, split between EUR400 million 4.75%
fixed-rate notes and EUR350 million floating-rate notes, with the
earlier maturity in April 2026 expected to be extended until April
2029. In addition, PCF has approached all its RCF lenders to extend
the maturity of its EUR65 million facility to January 2029 from
October 2025. Fitch-adjusted debt also includes a drawn factoring
facility of EUR38 million and an EUR8.3 million equipment financing
facility (as of end-2023) maturing in 2027.

Issuer Profile

PCF is one of the leading European manufacturers of wood products,
specialising in the production of materials for the furniture, the
interior and construction industries.

ESG Considerations

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

   Entity/Debt            Rating          Recovery   Prior
   -----------            ------          --------   -----
PCF GmbH            LT IDR CCC+ Downgrade            B

   senior secured   LT     B-   Downgrade   RR3      B+



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

ARMADA EURO II: S&P Assigns B- (sf) Rating to Class F-R Notes
-------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Armada Euro CLO II
DAC's class A-R, B-R, C-R, D-R, E-R, and F-R reset notes. The
issuer also issued unrated class Z notes and unrated subordinated
notes (part of the subordinated notes were issued on the original
issue date).

This transaction is a reset of the already existing transaction
which closed on April 26, 2018.

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

The portfolio's reinvestment period will end approximately 4.49
years after closing and the non-call period will end 1.50 years
after closing.

The ratings reflect S&P's assessment of:

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

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

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

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

  Portfolio benchmarks
                                                         CURRENT

  S&P Global Ratings' weighted-average rating factor    2,746.32

  Default rate dispersion                                 582.00

  Weighted-average life (years)excluding
  reinvestment period                                       4.11

  Weighted-average life (years) including
  reinvestment period                                       4.48

  Obligor diversity measure                                89.61

  Industry diversity measure                               23.00

  Regional diversity measure                                1.37

  
  Transaction key metrics
                                                         CURRENT

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B

  'CCC' category rated assets (%)                           3.00

  Actual 'AAA' weighted-average recovery (%)               37.97

  Actual weighted-average spread (%)                        3.68


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

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.60%), the
covenanted weighted-average coupon (4.00%), and the covenanted
weighted-average recovery rate at each rating level, calculated in
line with our CLO criteria. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

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

"Until the end of the reinvestment period on Jan. 26, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. As a result, until the end of
the reinvestment period, the collateral manager may through trading
deteriorate the transaction's current risk profile, if the initial
ratings are maintained.

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

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.

"The transaction's legal structure is bankruptcy remote, in line
with our legal criteria."

The transaction is managed by Brigade Capital Europe Management
LLP, which is an affiliate of Brigade Capital Management LP and a
limited liability partnership incorporated in the U.K.

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe that our
assigned ratings are commensurate with the available credit
enhancement for the class A-R to F-R notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-R to E-R
notes based on four hypothetical scenarios. The results are shown
in the chart below.

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

Environmental, social, and governance

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

  Ratings
                      AMOUNT                      CREDIT
  CLASS   RATING*   (MIL. EUR)   INTEREST RATE§  ENHANCEMENT (%)

  A-R     AAA (sf)    248.00    Three-month EURIBOR    38.00
                                plus 1.35%

  B-R     AA (sf)      46.00    Three-month EURIBOR    26.50
                                plus 1.90%

  C-R     A (sf)       22.00    Three-month EURIBOR    21.00
                                plus 2.25%

  D-R     BB B- (sf)    28.00    Three-month EURIBOR    14.00
                                plus 3.47%

  E-R     BB- (sf)     18.00    Three-month EURIBOR     9.50
                                plus 6.10%

  F-R     B- (sf)      11.00    Three-month EURIBOR     6.75
                                plus 8.40%

  Z       NR            4.00    N/A                      N/A

  Sub notes    NR      43.05    N/A                      N/A

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

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


PALMER SQUARE 2024-2: S&P Assigns B- (sf) Rating to Class F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Palmer Square
European CLO 2024-2 DAC's class A Loan and class A, B, C, D, E, and
F notes. The issuer also issued unrated subordinated notes.

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

The portfolio's reinvestment period will end approximately 4.6
years after closing, while the non-call period will end 1.5 years
after closing.

The ratings reflect S&P's assessment of:

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

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

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

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

  Portfolio benchmarks
                                                         CURRENT

  S&P Global Ratings' weighted-average rating factor    2,625.01

  Default rate dispersion                                 586.99

  Weighted-average life (years)                             4.61

  Weighted-average life (years) extended to
  cover the length of the reinvestment period               4.62

  Obligor diversity measure                               158.82

  Industry diversity measure                               22.95

  Regional diversity measure                                1.34


  Transaction key metrics
                                                         CURRENT

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B

  'CCC' category rated assets (%)                           0.00

  Actual target 'AAA' weighted-average recovery (%)        37.28

  Actual target weighted-average spread (net of floors; %)  3.94


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

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.94%), the
covenanted weighted-average coupon (3.50%), and the covenanted
portfolio weighted-average recovery rates for all the rated notes
and loan. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.

"The transaction's legal structure and framework are bankruptcy
remote. The issuer is a special-purpose entity that meets our
criteria for bankruptcy remoteness.

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

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

"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A loan and class A to E
notes based on four hypothetical scenarios.

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

Environmental, social, and governance

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

  Ratings
                       AMOUNT     CREDIT
  CLASS    RATING*   (MIL. EUR)   ENHANCEMENT (%)  INTEREST RATE§

  A        AAA (sf)    163.00     38.00    Three/six-month EURIBOR

                                           plus 1.34%

  A Loan   AAA (sf)     85.00     38.00    Three/six-month EURIBOR

                                           plus 1.34%

  B        AA (sf)      44.00     27.00    Three/six-month EURIBOR

                                           plus 1.90%

  C        A (sf)       24.00     21.00    Three/six-month EURIBOR

                                           plus 2.25%

  D        BBB- (sf)    28.00     14.00    Three/six-month EURIBOR

                                           plus 3.25%

  E        BB- (sf)     18.00     9.50     Three/six-month EURIBOR

                                           plus 5.96%

  F        B- (sf)      12.00     6.50     Three/six-month EURIBOR

                                           plus 8.24%

  Sub. Notes  NR        33.65     N/A      N/A

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

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


TORO EUROPEAN 5: Moody's Hikes Rating on EUR11.85MM F Notes to B1
-----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Toro European CLO 5 Designated Activity Company:

EUR14,500,000 Class C-1 Secured Deferrable Floating Rate Notes due
2030, Upgraded to Aaa (sf); previously on Jan 31, 2024 Upgraded to
Aa2 (sf)

EUR10,000,000 Class C-2 Secured Deferrable Floating Rate Notes due
2030, Upgraded to Aaa (sf); previously on Jan 31, 2024 Upgraded to
Aa2 (sf)

EUR21,720,000 Class D Secured Deferrable Floating Rate Notes due
2030, Upgraded to A1 (sf); previously on Jan 31, 2024 Upgraded to
A3 (sf)

EUR23,450,000 Class E Secured Deferrable Floating Rate Notes due
2030, Upgraded to Ba1 (sf); previously on Jan 31, 2024 Affirmed Ba2
(sf)

EUR11,850,000 Class F Secured Deferrable Floating Rate Notes due
2030, Upgraded to B1 (sf); previously on Jan 31, 2024 Affirmed B2
(sf)

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

EUR232,500,000 (current outstanding amount EUR80,733,811) Class A
Secured Floating Rate Notes due 2030, Affirmed Aaa (sf); previously
on Jan 31, 2024 Affirmed Aaa (sf)

EUR34,000,000 Class B-1 Secured Floating Rate Notes due 2030,
Affirmed Aaa (sf); previously on Jan 31, 2024 Upgraded to Aaa (sf)

EUR22,850,000 Class B-2 Secured Fixed Rate Notes due 2030,
Affirmed Aaa (sf); previously on Jan 31, 2024 Upgraded to Aaa (sf)

Toro European CLO 5 Designated Activity Company, issued in March
2018, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Chenavari Credit Partners LLP. The
transaction's reinvestment period ended in April 2022.

RATINGS RATIONALE

The upgrades on the ratings on the Class C-1, C-2, D, E and F notes
are primarily a result of the deleveraging of the Class A senior
notes following amortisation of the underlying portfolio since the
last rating action in January 2024.

The affirmations on the ratings on the Class A, B-1 and B-2 notes
are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.

The Class A notes have paid down by approximately EUR133.1 million
(57.2%) in the last 12 months, EUR56.8 million 24.4%) since the
last rating action in January 2024 and EUR151.8 million (65.3%)
since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased across the capital
structure. According to the trustee report dated July 2024 [1] the
Class A/B, Class C, Class D, Class E and Class F OC ratios are
reported at 164.3%, 142.4%, 127.4%, 114.4% and 108.8% compared to
February 2024 [2] levels of 153.4%, 136.2%, 123.9%, 112.9% and
108.1% respectively. Moody's note that the July 2024 principal
payments are not reflected in the reported OC ratios.

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

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

Performing par and principal proceeds balance: EUR240,239,585.33

Defaulted Securities: EUR0

Diversity Score: 39

Weighted Average Rating Factor (WARF): 3051

Weighted Average Life (WAL): 3.49 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.74%

Weighted Average Coupon (WAC): 3.56%

Weighted Average Recovery Rate (WARR): 42.79%

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following

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

-- Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets.  Moody's assume that, at transaction maturity, the
liquidation value of such an asset will depend on the nature of the
asset as well as the extent to which the asset's maturity lags that
of the liabilities. Liquidation values higher than Moody's
expectations would have a positive impact on the notes' ratings.

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



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

EUROPEAN MEDCO: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed European Medco Development 3 S.a.r.l.'s
(Axplora) Long-Term Issuer Default Rating (IDR) at 'B-' with a
Stable Outlook.

The rating reflects Axplora's revenue and margins contraction in
the financial year ended March 2024 (FY24) due to significant
underperformance at its business Novasep it acquired in April 2022.
This caused an increase in leverage from 5.6x to 6.5x and free cash
flow (FCF) to remain slightly negative.

Fitch anticipates further weakness at Novasep in FY25, despite
cost-savings initiatives, and sees high execution risk in turning
it around. Nonetheless, Fitch projects a gradual recovery in
margins over FY25-FY27, leading to an improvement in leverage
towards 5.5x and neutral FCF margins.

The group's modest size is mitigated by the strength and resilience
of its niche and profitable steroids and specialty active
pharmaceutical ingredients (API) businesses. While leverage has
increased, it is in line with the current 'B-' rating. Fitch views
its liquidity as adequate for managing this challenging period.

Key Rating Drivers

Novasep Weakness, Recovery Uncertain: Axplora's revenue and EBITDA
declined 9.3% and 18% respectively in FY24 due to weakness at its
CDMO division, Novasep. Sales at Novasep declined 20% and its
EBITDA almost halved as a result of the loss of three key contracts
with Amarin, Pfizer and AstraZeneca.

Fitch believes recovery at Novasep would be key for Axplora, but it
will be challenging to replace the lost volumes in the near term,
as the business is being repositioned under new management. Hence,
Fitch only expects a mild recovery in margins in FY25 on
cost-cutting efforts from the new management team, followed by a
gradual return to growth and further margin recovery from FY26.

Credit Metrics Appropriate for Rating: Under its revised rating
case, Axplora's key credit metrics are now aligned with a 'B-' IDR
with total debt/EBITDA peaking above 6.5x in FY24 before gradually
reducing towards 6x in FY25 and 5.5x by FY27. In addition, Fitch
projects a deterioration in the group's FCF metrics with small
outflows over FY24-FY26 in its updated rating case, followed by
neutral FCF in FY27.

FCF Under Pressure: The group's FCF was slightly negative FCF in
FY24 due to lower profitability and higher interest rates. Fitch
expects FCF to be slightly negative-to-neutral until profitability
returns to FY23 levels, which Fitch views as contingent on a
recovery at Novasep and a normalisation of inflationary cost
pressures, including energy and logistic costs.

An inability to reverse FCF outflows through earnings expansion and
rigorous trade working-capital management amid expected high
capital intensity would point to increased execution risks and an
inability to self-fund organic growth, which may put the ratings
under pressure

Concentration Risks Remain: The rating is constrained by Axplora's
small scale in a fragmented and competitive CDMO market, as well as
significant customer and product concentration. This concentration
is reflected in its business risk assessment, together with the
high operating leverage of Axplora's capex-intensive
manufacturing-driven business model, with a high percentage of
fixed costs.

Resilient Niche Position: Axplora benefits from a resilient niche
market position with barriers to entry in main subsidiary
PharmaZell's areas of expertise, including steroids and other
high-potency and specialty APIs. The group has modest geographic
diversification, supplying European clients from its production
sites in Germany, Italy and India. Axplora's credit profile
benefits from a supportive environment in the broader
pharmaceutical market due to a growing and ageing population and
increasing access to medical care, with generic drugs receiving
government support as a means of containing rising healthcare
costs.

Liquidity Remains Adequate: Despite the recent pressure in
earnings, Fitch views Axplora's liquidity as remaining adequate,
with Fitch-adjusted EUR37 million of cash on balance and EUR72.5
million available under its EUR92.5 million revolving credit
facility (RCF) at FYE24. Fitch projects the RCF to remain mostly
undrawn over the rating horizon.

Derivation Summary

Fitch rates Axplora according to its global Generic Rating
Navigator. Under this framework, the business profile of Axplora is
supported by resilient end-market demand, a continued outsourcing
trend in the pharmaceutical industry, high entry barriers with high
switching costs, and some revenue visibility.

Fitch regards CDMOs Recipharm (Roar Bidco AB, B/Stable), Biofarma
(Kepler S.p.A.), FIS (F.I.S. Fabbrica Italiana Sintetici S.p.A.
(B/Positive) and privately rated CDMOs as the closest peers to
Axplora. Following its acquisition of Novasep in 2022, Axplora is
slightly larger than Biofarma in revenue, slightly smaller than
FIS, less than half the size of Recipharm and Ceva Sante
(Financiere Top Mendel SAS, B+/Stable) and five time smaller than
Stada (Nidda BondCo GmbH (B/Stable).

Axplora's EBITDA margin of around 20% is higher than the low-to-mid
teens margins of CDMOs such as Recipharm and FIS, due to its focus
on more niche speciality APIs backed by proprietary manufacturing
knowledge. Its EBITDA margin is slightly below the low-to-mid 20%
of Biofarma and Stada and below the high 20% of Ceva Sante.

Axplora's financial policy was fairly prudent with EBITDA gross
leverage managed at around 5.5x, as underscored by its 2022 Novasep
acquisition being largely equity-funded. However, leverage
increased to 6.5x in FY24 due to a decline in profitability. This
leverage is similar to that of Recipharm and Stada and
significantly higher than the 5x expected for Biofarma and FIS.

In Fitch's wider rated pharmaceutical portfolio, Fitch also
considers capital- and asset-intensive businesses operating in
similar industries such as Ceva Sante and Stada as they all rely on
ongoing investments to grow at or above market and to maintain
operating margins.

Fitch also compares the group to asset-light niche pharmaceutical
companies owning drug patents but outsourcing manufacturing to
CDMOs such as Cheplapharm (CHEPLAPHARM Arzneimittel GmbH,
B+/Stable), Pharmanovia (Pharmanovia Bidco Limited, B+/Stable) and
ADVANZ PHARMA HoldCo Limited (B/Stable). These three peers are
larger and more profitable, with EBITDA margins around 40% and FCF
margins in the double digits, but they suffer from neutral or
structurally declining organic revenue and rely on acquisitions for
growth.

Key Assumptions

- Sales decline of around 0.5% in FY25, as growth in PharmaZell is
offset by continued softness at Novasep. More normalised, low
single-digit sales growth in FY26-FY28

- Fitch-adjusted EBITDA margins recovering towards 20%-21% in FY25
due to efficiency measures and resumption of revenue growth

- Capex maintained at 9%-10% of sales

- Small working-capital cash outflows of around EUR5 million in
FY25-FY28

- No significant M&A

- No shareholder distributions

Recovery Analysis

Its recovery analysis assumes that Axplora would be restructured as
a going concern (GC) rather than liquidated in a default.

Its estimated GC EBITDA of EUR80 million (unchanged versus last
year) reflects potential distress from declining sales due to loss
of customers, production issues or underperformance in selected
product groups given remaining concentration risks post its merger
with Novasep. The GC EBITDA also incorporates corrective measures,
which the business would implement following distress.

Fitch maintains an enterprise value/EBITDA multiple of 5.5x, which
is appropriate for a mid-scale CDMO company.

After deducting 10% for administrative claims, its principal
analysis generates a ranked recovery in the 'RR3' band for the all
senior secured capital structure. This comprises a EUR520 million
term loan B (TLB) and a EUR92.5 million RCF, the latter of which
Fitch assumes to be fully drawn prior to distress, and ranking
equally among themselves. In its debt waterfall Fitch assumes that
around 50% of the group's estimated EUR50 million of factoring
facilities would be replenished by similar super-senior debt in a
default.

Its analysis results in a 'B' instrument rating for the senior
secured debt. The waterfall analysis output percentage on current
metrics and assumptions is 60%.

RATING SENSITIVITIES

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

- Increasing business scale and product diversification supporting
EBITDA margin expansion above 20% on a sustained basis

- Neutral-to-positive FCF margins on a sustained basis

- Total debt/EBITDA reducing towards 5.5x on a sustained basis

- EBITDA/interest paid above 2.5x on a sustained basis

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

- Declining revenue due to product or production issues,
integration challenges, or as a result of a loss of customers
leading to EBITDA margin declining towards 17% on a sustained
basis

- Consistently negative FCF leading to diminished liquidity
headroom

- Total debt/EBITDA above 7.0x on a sustained basis

- EBITDA/interest paid below 1.5x on a sustained basis

Liquidity and Debt Structure

Liquidity Remains Adequate: Despite the recent pressure on
earnings, Fitch projects the group's liquidity to remain adequate.
As of March 2024, it had EUR72.5 million of undrawn RCF and EUR37
million in readily available cash (Fitch restricts EUR10 million).
Axplora has a concentrated debt structure with its EUR520 million
TLB due in 2027.

Issuer Profile

Axplora was created in 2022 through the merger of PharmaZell, a
leading European niche pharma API manufacturer, and Novasep, a
European pharma CDMO with a substantial presence in North America.

ESG Considerations

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

   Entity/Debt                 Rating         Recovery   Prior
   -----------                 ------         --------   -----
European Medco
Development 4 S.a.r.l.

   senior secured         LT     B  Affirmed    RR3      B

European Medco
Development 3 S.a.r.l.    LT IDR B- Affirmed             B-



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

ALTADIA GROUP: S&P Cuts Rating to 'B-' on Sustainably High Leverage
-------------------------------------------------------------------
S&P Global Ratings lowered to 'B-' from 'B' its rating on ceramic
tile constituents manufacture Altadia Group's parent company,
Aquiles Spain Bidco S.A.

The stable outlook reflects S&P's view that Altadia will continue
generating positive albeit limited free operating cash flow (FOCF)
and that its liquidity will remain adequate, although its S&P
Global Ratings-adjusted leverage is set to remain well above 6.5x
in 2024-2025.

S&P said, "We expect Altadia's sales to decline by 8%-10% in 2024,
with a sequential improvement in volumes in the second half of the
year. This follows a 12% decline already in 2023. As a producer of
intermediate products for ceramic tiles (ultimately used for
bathrooms and kitchen, notably), Altadia is exposed to the
residential construction market, which is suffering from the high
interest rate environment and the decrease in new housing
construction, especially in Europe. While the company is
diversified across Asia-Pacific and Latin America, Europe, the
Middle East, and Africa represents more than 50% of Altadia's
sales. We also understand that some countries in Asia-Pacific and
Latin America are witnessing weakening demand. In the first quarter
of 2024, volumes further declined by 11.4%. Sales also contracted
by 16%, indicating a slight reduction in pricing and a negative
growth effect from foreign exchange effects. The sales decline in
Europe is mainly due to Iberia (Portugal and Spain, -9%) and Italy
(-7%), while the rest of Europe grew 5%. In addition, sales in
Middle East and North Africa as well as in Asia-Pacific contracted
by 13% and 25%, respectively. Overall, for the building materials
end markets, we do not expect a significant recovery before 2025.
We also note that Altadia's order book is relatively short term and
does not give signs of prompt recovery yet. In 2024, we expect a
sales decline of 8%-10%, due mainly to decrease in volumes of
4%-6%, which assumes a sequential improvement in the second half of
the year, and is partially mitigated by the acquisition of an
India-based producer of frits and compound glazes used in the
production of ceramic tiles. In 2025, we assume a partial recovery
with 8%-10% growth, which includes the remaining consolidation
impact of the Indian company.

"Altadia benefits from the decline in raw materials costs and from
its cost-savings program; however, absolute EBITDA remains lower
than our previous expectations. We expect raw materials prices and
energy costs to decline in 2024, leading to an increase in
Altadia's gross margin and adjusted EBITDA margin. In the first
quarter 2024, gross margin increased to 50.3%, compared with 43.9%
last year. The company-reported EBITDA margin also increased to
18.8% from 15.9% for the same period. Altadia's profitability is
also boosted by further specialization of its portfolio, as well as
cost-savings initiatives, including lowering the workforce in
Spain, optimizing the footprint, and transferring part of its
production to countries with low costs. Still, we note that
absolute EBITDA remains lower than our previous expectations. We
also note that these initiatives come with restructuring costs,
which impair our S&P Global Ratings-adjusted EBITDA. We expect S&P
Global Ratings-adjusted EBITDA margin of 17%-18% in 2024, then
improving to 19%-21% in 2025, notably on the back of lower
restructuring costs.

"We expect S&P Global Ratings-adjusted leverage of about 8.0x in
2024 and 6.5x-7.5x in 2025.We previously anticipated an improvement
of the adjusted leverage that has yet to materialize. As such, our
expectation for adjusted leverage remains not commensurate with the
'B' rating. The reduction in EBITDA drives our forecast of
weakening adjusted leverage. We make sizable adjustments to our
debt and EBITDA figures. Our main debt adjustments include about
EUR17 million of lease liabilities, EUR40 million of trade
receivables sold, and limited pension obligations. We do not net
cash balances from our adjusted debt calculation, owing to the
company's private equity ownership."

The downgrade also reflects the high debt quantum since the
takeover of Altadia by Carlyle in 2022. In 2022, private equity
firm Carlyle bought Altadia and a new capital structure was put in
place with a EUR1,200 million term loan B (TLB). This was an
increase from the previous capital structure and was assuming that
adjusted EBITDA would be well above EUR200 million. Therefore, we
believe that Altadia's leverage is structurally very high. Since
2022, Altadia has never met S&P's leverage requirement for a 'B'
rating.

Altadia's solid liquidity position supports the rating. As of March
31, 2024, Altadia had about EUR106 million of cash on the balance
sheet. This, together with the EUR175 million fully undrawn
revolving credit facility (RCF), leads to an ample liquidity
buffer. S&P also notes Altadia has limited refinancing risks, as
its RCF is due in 2028 and its TLB is due in 2029.

S&P said, "We think that Altadia will continue to generate
positive, albeit limited, FOCF.In 2023, the company benefitted from
a material decrease in its working capital position, leading to
FOCF of over EUR80 million. We think the working capital position
has normalized and we forecast FOCF of up to EUR20 million in
2024-2025. We expect capital expenditure (capex) of about EUR30
million in 2024-2025, in line with the historical average of about
3.5% of sales. We also anticipate that cash holdings will reduce in
2024 following the acquisition in India. In our view, this
acquisition will strengthen Altadia's position in India, which is a
fast-growing market. Altadia will also acquire three production
facilities as part of the transaction.

"The stable outlook reflects our view that Altadia will continue
generating positive--albeit limited--FOCF and that its liquidity
will remain adequate, although S&P Global Ratings-adjusted leverage
is set to remain well above 6.5x in 2024-2025."

Downside scenario

Although this scenario is remote at this stage, S&P could lower the
rating if:

-- Altadia's leverage further increased, such that we view the
capital structure as unsustainable; or

-- Its liquidity weakened significantly due to persisting negative
FOCF. This could occur from lower EBITDA due to a more severe
economic downturn and much weaker market demand than we currently
expect.

Upside scenario

S&P could raise the rating if:

-- S&P observes a recovery in Altadia's performance, and it
generates sustainably positive FOCF, leading to adjusted debt to
EBITDA improving to below 6.5x on a sustainable basis;

-- Liquidity remained adequate; and

-- Altadia's financial policy, especially for acquisitions and
shareholder distributions, remains supportive of a higher rating.




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

UKRAINE: S&P Cuts Sovereign Credit Rating to 'SD' on Missed Payment
-------------------------------------------------------------------
On Aug. 2, 2024, S&P Global Ratings lowered its long-term and
short-term foreign currency (FC) sovereign credit ratings to
'SD/SD' from 'CC/C'. S&P also lowered the rating on the 2026
Eurobond to 'D' from 'CC' and affirmed its 'CC' ratings on the
other Eurobonds. At the same time, S&P affirmed its 'CCC+/C'
local-currency (LC) and 'uaBB' national scale ratings on the
sovereign. The outlook on the LC rating is stable. S&P also kept
its transfer and convertibility assessment at 'CCC+'.

As "sovereign ratings" (as defined in EU CRA Regulation 1060/2009
"EU CRA Regulation"), the ratings on Ukraine are subject to certain
publication restrictions set out in Art 8a of the EU CRA
Regulation, including publication in accordance with a
pre-established calendar. Under the EU CRA Regulation, deviations
from the announced calendar are allowed only in limited
circumstances and must be accompanied by a detailed explanation of
the reasons for the deviation. In this case, the reason for the
deviation is the Ukraine government's nonpayment of its 2026
Eurobond. The next scheduled publication on the sovereign rating on
Ukraine is Sept. 6, 2024.

Outlook

S&P does not assign an outlook to its long-term FC rating on
Ukraine, since the rating is 'SD'.

The stable outlook on the long-term LC rating balances significant
fiscal pressures against the government's incentives to service
hryvnia-denominated debt to avoid distress to domestic banks, the
primary holders of the government's LC bonds.

Downside scenario

S&P could lower the LC ratings if it sees indications that
Ukrainian-hryvnia-denominated obligations could suffer nonpayment
or restructuring.

Upside scenario

S&P said, "We expect to raise our long-term FC rating on Ukraine
after it has completed the expected FC debt exchange. We could also
raise the ratings in the unlikely case that Ukraine were to resume
payment on the defaulted bond instead of the debt exchange. Our
analysis will incorporate the sovereign's post-restructuring credit
factors, including the new terms and conditions of its external
debt.

"We could raise the LC ratings if Ukraine's security environment
and medium-term macroeconomic outlook improve."

Rationale

The rating actions reflect the missed payment on the coupon of
Ukraine's 2026 Eurobond. S&P said, "We do not expect the payment
within the bond's contractual grace period of 10 business days. We
base this view on the passage of a Ukrainian law in mid-July that
authorizes the government to temporarily suspend payments on debt
liabilities included in the restructuring perimeter until the end
of the restructuring process."

This followed Ukraine's announcement of its intention to make an
exchange offer to the holders of some sovereign bonds and a
state-guaranteed Eurobond issued by Ukravtodor. S&P understands
that Ukraine's government is not intending to make debt service
payments on affected Eurobonds during the restructuring
negotiations. To that end, the government did not make the coupon
payment on the 2026 Eurobond that fell due Aug. 1, 2024.

The preliminary public details of the restructuring offer imply the
exchange of the existing bonds to a series of new ones that will
imply a nominal haircut of 37%, interest payment relief, and the
extension of maturity dates. S&P will likely consider this debt
restructuring as distressed, according to our ratings definitions.

S&P would lower its ratings on Ukraine's other Eurobonds to 'D'
upon nonpayment of interest or principal on those obligations as
per their original terms, or if their restructuring has been
confirmed.

Debt restructuring follows the government's effort to ease external
debt service pressure and restore public debt sustainability as
part of the ongoing Extended Fund Facility arrangement with the
IMF.

S&P said, "We also understand that the parameters of restructuring
have been endorsed by the Group of Creditors of Ukraine, the group
of official creditors from G-7 nations and Paris club members. The
Group of Creditors earlier extended the deferral of payments on
official bilateral debt until the end of the IMF program in 2027.
Their participation in an additional debt restructuring is subject
to private external creditors agreeing to a debt restructuring that
is at least as favorable.

"In our view, the government's ability and medium-term incentives
to meet its financial commitments in LC are somewhat higher
compared with those in FC. Hryvnia-denominated debt is primarily
held by the National Bank of Ukraine (NBU) and domestic banks, half
of which are state-owned. A default on these LC obligations would
amplify banking sector distress, increasing the likelihood that the
government would have to provide the banks with financial support
and limiting the benefits of debt relief. Hryvnia-denominated debt
is outside the existing restructuring effort.

"Upon the FC commercial debt restructuring taking effect, we could
consider the default as cured and raise the rating from 'SD'. We
tend to rate most sovereigns emerging from default in the 'CCC' or
'B' categories depending on post-default credit factors, including
the new terms of government debt."

Ukraine's debt restructuring comes amid significant economic,
external, and fiscal pressures emanating from the Russian military
aggression. Areas occupied by Russian forces account for some 15%
of Ukraine's territory and 8%-9% of its pre-war GDP. Almost
one-third of Ukraine's population has been displaced, and about 15%
have left the country and are now refugees. If the economy started
to recover, considering the toll the war has taken on Ukraine's
economy, S&P does not expect real GDP to recover to its pre-war
level in its forecast period through 2027.

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




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

AXIS INTERNATIONAL: Leonard Curtis Named as Administrators
----------------------------------------------------------
Axis International Security Services Limited was placed in
administration proceedings in the High Court of Justice, Business
and Property Courts in Manchester, Insolvency & Companies List
(ChD), Court Number: CR-2024-MAN-000930, and Leonard Curtis was
appointed as administrators on July 26, 2024.

Axis International Security Services Limited provides private
security services.  Its registered office is at 20 Roundhouse
Court, South Rings Business Park, Bamber Bridge, Preston, PR5 6DA.
Its principal trading address is at 1st Floor, Hillbrow House,
Hillbrow Road, Esher, KT10 9NW.

The Joint Administrators may be reached at:

     Megan Singleton
     Mark Colman
     Leonard Curtis
     20 Roundhouse Court
     South Rings Business Park
     Bamber Bridge
     Preston, PR5 6DA
     Tel: 01772 646180,
     E-mail: recovery@leonardcurtis.co.uk

Alternative contact: Azimunnisa Raj


DIFFERENT DAIRY: FRP to Lead Administration Proceedings
-------------------------------------------------------
Different Dairy Limited was placed in administration proceedings in
the High Court of Justice, Business and Property Courts in
Manchester, Insolvency and Companies List (ChD), Court Number:
CR-2024-MAN-000944, and FRP Advisory Trading Limited was appointed
as administrators on July 19, 2024.

Different Dairy Limited is a producer of butter and cheese.  Its
principal trading address is at Mona Dairy, Mona Industrial Park,
Gwalchmai, Holyhead, LL65 4RJ.

The Joint Administrators may be reached at:

     Anthony Collier
     Philip David Reynolds
     FRP Advisory Trading Limited
     4th Floor, Abbey House
     Booth Street
     Manchester, M2 4AB
     Tel: 0161 833 3344

Alternative contact:

     Beth Megram
     E-mail: Beth.megram@frpadvisory.com


FAB UK 2004-1: Fitch Affirms 'BBsf' Rating, Alters Outlook to Neg.
------------------------------------------------------------------
Fitch Ratings has revised FAB UK 2004-1 Ltd Outlook to Negative
from Stable, while affirming the notes at 'BBsf' as detailed
below.

   Entity/Debt             Rating          Prior
   -----------             ------          -----
FAB UK 2004-1 Ltd

   A-3E XS0187962872   LT BBsf  Affirmed   BBsf
   A-3F XS0187963094   LT BBsf  Affirmed   BBsf

Transaction Summary

The transaction is a securitisation of UK structured finance
assets. At closing the SPV issued GBP204.5 million of fixed- and
floating-rate notes and used the proceeds to buy a GBP200 million
portfolio managed by Gulf International Bank (UK) Ltd. The
transaction is currently amortising with a performing and
non-performing balance of GBP24.4 million and GBP31.9 million
respectively, as per the trustee report as of 31 May 2024.

KEY RATING DRIVERS

Deteriorating Performance, Equity-Released Assets Exposure: The
Outlook revision reflects deteriorating performance of the UK
non-conforming RMBS, which represents approximately 50% of the
performing portfolio. It also reflects the transaction's increasing
exposure to the UK equity release mortgage assets, which represent
about EUR10.2 million or approximately 42% of the performing assets
and allow for interest deferral (margin and index) that is
conditional on UK house price growth.

Interest Sensitive to Equity-Released Assets: Since the payment in
full of the class A-2 notes, the class A-3 notes become most senior
and a failure to pay timely interest of the most senior notes is an
event of default. Fitch views that timely interest is sensitive to
three assets backed by equity release mortgages, which represent
42% of the performing portfolio balance. Currently the three assets
are paying interest. However, its interest payment is subject to
certain conditions being met, including house price growth.
Otherwise, interest on assets will be deferred. Fitch notes that
historically these assets had interest deferred for a long period
prior to 2021.

Repayment Dependent on Equity-Released Assets: In a sensitivity ran
by Fitch where these assets stop paying interest for the remaining
life of the transaction, the interest from the remaining portfolio
would not fully cover senior expenses and the timely interest of
the class A-3 notes. In this scenario, principal from assets would
be used to pay the notes' interest and ultimately the notes would
not be repaid in full.

While Fitch does not expect these assets to start deferring
interest immediately, the dependency of the notes on the interest
payment from these three assets, in addition to the deteriorating
outlook for the UK non-conforming RMBS sector, has led us to revise
the Outlook to Negative from Stable.

Portfolio Amortisation Increases Credit Enhancement: Since the
repayment of the class A-2 notes credit enhancement (CE) for the
class A-3E and A-3F notes has increased to 48.8% from 40% from the
last review and the notes have started amortising pro rata as per
the last note valuation report as of 6 June 2024. The increase in
CE is mostly driven by partial payments of amortising assets and
repayment of two assets in full since the last review. This
supports the affirmation of the notes.

Stable Portfolio Quality: The portfolio's credit quality has been
stable with an average rating at 'BBB'/'BBB-' with no new defaults
since the last review. However, the performance in Fitch rated UK
non-conforming RMBS transactions has deteriorated considerably in
2024, taking three months plus arrears above levels seen during the
global financial crises, as per the UK Non-Conforming RMBS Arrears
Breach Global Financial Crisis Peak report published by Fitch on
June 2024.

High Concentration: As the transaction amortises, concentration is
increasing. The portfolio is concentrated by industry and by
obligor where 92% of the performing portfolio is in the UK RMBS
sector. The current portfolio comprises of 14 performing assets
from 12 obligors. The largest and the top 10 largest obligors
represent 20.5% and 94%, respectively, of the performing portfolio
balance.

SONIA Transition: In the last review the transaction has already
transitioned to daily compounded SONIA according to a deed of
amendment shared with Fitch. Fitch has incorporated the new
adjusted margins and daily compounded SONIA into its cash flow
modelling. All assets floating rate assets have been modelled with
the credit adjustment spread of 0.119% to reflect the transition to
SONIA. This portfolio also has one fixed-rate asset, and no
adjustment has been made with respect to this.

RATING SENSITIVITIES

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

A 25% increase in the asset default probability or a 25% reduction
in expected recovery rates would not lead to a downgrade of the
rated notes.

Downgrades may occur if the principal amortisation may slow to such
an extent that it may not be able to cover the negative carry or if
the interest on the assets decreases, leading to interest payment
shortfall of the most senior notes. In addition, downgrades may
occur if the build-up of the notes' CE following amortisation does
not compensate for a larger loss expectation than initially assumed
due to unexpectedly high levels of default and portfolio
deterioration.

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

Upgrades may result from stable portfolio credit quality and
continuing amortisation, as well as a lower dependency on interest
payment from the three equity-released assets.

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

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

DATA ADEQUACY

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

Fitch did not undertake a review of the information provided about
the underlying asset pool ahead of the transaction's closing. The
subsequent performance of the transaction over the years is
consistent with the agency's expectations given the operating
environment and Fitch is therefore satisfied that the asset pool
information relied upon for its initial rating analysis was
adequately reliable.

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

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for FAB UK 2004-1 DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.

HOUSE OF EMERALD: FRP to Lead Administration Proceedings
--------------------------------------------------------
The House of Emerald Dragon Limited was placed in administration
proceedings in the High Court of Justice, Court Number:
CR-2024-004554, and FRP Advisory Trading Limited was appointed as
administrators on July 31, 2024.

The House of Emerald Dragon Limited is a real estate investment
company.  Its registered office and principal trading address is at
253 Gray’s Inn Road, Gray's Inn Road, London, WC1X 8QT.

The Joint Administrators may be reached at:

     Alexander Kinninmonth
     Daniel Conway
     FRP Advisory Trading Limited
     St Ann’s Manor
     6-8 St Ann Street
     Salisbury, SP1 2DN
     Tel: 01722 333 599

Alternative contact: Terena Ellis.


ICELAND VLNCO: Moody's Hikes CFR to B2 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings upgraded Iceland VLNCo Limited's (Iceland or the
company) long-term corporate family rating to B2 from B3 and
probability of default rating to B2-PD from B3-PD. As well Moody's
have upgraded Iceland Bondco plc's backed senior secured ratings to
B2 from B3. The outlook on both entities changed to stable from
positive.

The rating action reflects:

-- improving prospects for the company's operating performance,
driven by moderate market share gains and ongoing cost reduction
initiatives; and

-- Moody's expectations that the company's key debt metrics will
continue to improve over the next 12-18 months.

RATINGS RATIONALE    

Iceland's B2 rating reflects the company's i) entrenched niche
position in the British grocery market, ii) sizable and stable
share in frozen food products, iii) ability to differentiate from
other discounters through product innovation and the provision of
home delivery and on-line services. The ratings also reflect i)
the company's still relatively high Moody's-adjusted leverage of
5.1x as of March 2024 (end fiscal 2024), which Moody's expect to
reduce towards 4.3x over the next two fiscal years from continued
cost reduction measures, lower lease liabilities and planned debt
repayments; ii) a history of declining operating margins (albeit
recovering in the last two years); and iii) a highly competitive
British grocery market.

Given the intense price pressure as a result of the rapid expansion
of Aldi and Lidl in the UK over the past decade, Iceland's
profitability reduced while recovering somewhat between 2019 and
2021, also helped by the lockdowns during the pandemic. Its
profitability sharply deteriorated after energy prices unexpectedly
rose in the aftermath of the war in Ukraine but has since improved
again thanks to abated energy cost inflation and efficiency
measures.

Iceland has successfully defended its market share over the years,
currently at around 16% in the frozen food segment and 2.3% in food
overall in the UK, thus outperforming most of the larger grocers in
the country. Although a small player food overall, the company have
some scale and negotiating power in frozen food and has a well
located store network on the UK highstreets, the vast majority of
which are profitable, according to the company's management.
Moody's understand that the company has developed a profitable
online delivery business thanks to the favourable location of some
its stores in the highly densely populated areas, and that it has
further significant potential to reduce the rents it pays, which
should also positively impact its Moody's adjusted debt. Iceland
has further cost savings potential related to its inventories,
payment terms and, to a lesser extent, interest expenses if it
further reduces its debt.

Moody's estimate leverage, as measured in terms of Moody's adjusted
gross debt to EBITDA, of around 4.6x and 4.3x in fiscal 2025 and
2026, respectively, an EBITDA minus Capex to (gross) interest cover
ratio of 1.1x and 1.5x. Free cash flows will though be limited in
fiscal 2025 and represent a low to mid-single digits percentage of
gross debt over the next 12-18 months.

LIQUIDITY

Iceland's liquidity is adequate. After the recent refinancing,
Iceland has no significant debt maturities until fiscal 2028 (March
2027-28); it intends to repay the GBP25 million stub notes due 2025
at maturity. The company had GBP149 million cash balance at the end
of March 2024 and GBP50 million available under a revolving credit
facility maturing in November 2027, currently undrawn, Moody's
believe Iceland will also continue to generate positive free cash
flows.

STRUCTURAL CONSIDERATIONS

The B2 ratings on Iceland Bondco PLC's backed senior secured bond
ratings are in line with the CFR, reflecting the fact that they are
essentially the only financial instruments in the company's capital
structure and rank pari passu. The bond ratings are unaffected by
the presence of a super senior RCF because of its small size
relative to the total debt level.

The backed senior secured notes have a security package comprising
direct guarantees from material operating subsidiaries on a first
ranking basis, with security in the form of fixed and floating
charges over substantially all of the material property and assets,
including the share pledges, material bank accounts, receivables,
and fixed and current assets including material real estate
property.

ESG CONSIDERATIONS

Iceland is exposed to governance risks, including a board of
directors that is effectively controlled by the owning family. This
is however somewhat mitigated by a financial policy target to
reduce leverage below 3x from 4.2x LTM as of March 2024 based on
company definitions. As a specialty grocer, Iceland has moderate
environmental and social risk exposures mainly owing to carbon
transition and customer relations risks.

OUTLOOK

The stable outlook reflects Moody's expectations of a further
improvement of the company's key debt metrics, which will more
comfortably position the rating in the B2 category. The outlook
also assumes that the company will maintain at least adequate
liquidity and will not undertake material debt-funded acquisitions,
dividend payments or other forms of shareholder returns.

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

The ratings could be upgraded if i) the company continues to
maintain its share of the British grocery market with improving
operating margins; and ii) Moody's-adjusted leverage reduces below
4x on a sustainable basis; and iii) Moody's-adjusted EBITDA–capex
/ interest expense sustainably improves above 2x; and iv) Moody's
adjusted free cash flows to debt sustainably improves towards 10%
in percentage of Moody's adjusted gross debt; and v) the company
maintains a financial policy targeted at deleveraging, with no
material debt-funded acquisitions or shareholder distributions.

The ratings could be downgraded if i) revenues or EBITDA decline;
or ii) Moody's-adjusted gross debt/EBITDA increases above 5x; or
iii) Moody's-adjusted EBITDA–capex / interest expense fails to
improve above 1.5x; iv) or the company generates negligible free
cash flows on a Moody's adjusted basis; or v) if it undertakes
material debt-funded acquisitions or shareholder distributions.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail and
Apparel published in November 2023.

PROFILE

Headquartered in Deeside, Flintshire, UK, Iceland VLNCo Limited is
the parent holding company of the Iceland Foods group. Iceland is a
UK retail grocer, which specialises in frozen and chilled foods,
alongside groceries. Since its creation in 1970, Iceland Foods has
expanded its reach in the UK to become a national operator with
total annual revenue of around GBP4.2 billion in fiscal 2024 (ended
March 29) and 790 core Iceland and 178 The Food Warehouse stores.

INEOS QUATTRO: Moody's Lowers CFR to B1, Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings has downgraded INEOS Quattro Holdings Ltd's (INEOS
Quattro) long-term corporate family rating to B1 from Ba3. Moody's
have also downgraded the probability of default rating to B1-PD
from Ba3-PD, the group backed senior secured debt ratings to B1
from Ba3 issued through subsidiaries, and the rating of the backed
senior unsecured debt to B3 from B2 (also issued through
subsidiaries). The outlook on all entities was changed to stable
from negative.

The rating action reflects:

-- Elevated leverage of 9.6x in the last twelve-month (LTM) period
ended June 2024

-- Moody's expectation that recovery in earnings for the next two
years will be gradual, resulting in a still high leverage between
5x-6x by the end of 2025

-- Cumulative free cash flow will likely be broadly neutral for
the next two years, supported by a material reduction in capital
spending

Despite the lack of meaningful cash generation, the company's
liquidity will remain good, with the expectation that refinancing
needs will be addressed at least a year before maturity.

RATINGS RATIONALE      

The B1 long-term corporate family rating of INEOS Quattro Holdings
Ltd (formerly INEOS Styrolution) reflects the company's large size
and scope, with leading market positions globally in a variety of
chemical products; its good geographic and end-market
diversification; as well as a well-invested asset base which
requires relatively limited capital spending.

These positives are counterbalanced by i) the cyclical nature of
the commodity chemical industry, which has experienced a protracted
period of material market weakness; ii) an aggressive financial
policy with debt-funded returns to shareholders and acquisitions;
and iii) the high volatility of earnings from operating leverage
and exposure to feedstock costs, exacerbated by energy costs which
in Europe remain about twice as high as before the war in Ukraine.

For the LTM period ended June, INEOS Quattro's Moody's-adjusted
leverage stood at 9.6x, compared with 2.6x as at end 2022, when the
industry cycle peaked. The sharp increase in leverage was mostly
driven by a steep drop in earnings with Moody's-adjusted EBITDA,
now at EUR825 million being 68% lower than in 2022. The higher
leverage is also to a lesser extent due to an aggressive financial
policy which has led to a EUR1.19 billion increase, or +19%, in
funded debt for a Moody's-adjusted debt of EUR7.92 billion at
present. Although volumes have marginally recovered in the first
half of 2024, margins and profits remain depressed from still weak
demand, particularly in Asia where capacity is constantly being
added and the company has a significant presence. As Moody's
forecast weak growth among the G-20 economies for the next two
years, the earnings recovery for INEOS Quattro over the next 18
months will be reasonably slow. Therefore, Moody's expect
Moody's-adjusted EBITDA reaching about EUR1,000 million in 2024 and
EUR1,340 million in 2025, resulting in leverage of 7.9x and 5.9x
respectively. That said, the company holds significant cash on
balance sheet: Moody's forecast Moody's adjusted net leverage of
6.0x and 4.5x in 2024 and 2025, respectively.

INEOS Quattro's Moody's-adjusted free cash flow (FCF) was negative
by EUR355 million for the LTM to June, of which EUR100 million was
in the first half. Moody's expect FCF to be marginally negative by
about EUR20 million in 2024, driven by some working capital
reversal and positive by around EUR75 million in 2025. This will be
driven by improved earnings, coupled with a slight reduction in
capex. The company's well-invested asset base enables it to
temporarily reduce its capital spending to preserve cash while
still operating adequately and safely.

ENVIRONMENTAL SOCIAL AND GOVERNANCE CONSIDERATIONS

INEOS Quattro's leverage has been well above the company's public
"medium-term" leverage target of keeping unadjusted leverage below
3.0x through the cycle. The company has also paid a EUR500 million
debt-financed dividend to its shareholder in February 2023 and
debt-funded an acquisition of a plant in Texas in December 2023 for
total consideration of EUR445 million, when leverage was already
well above its target. In line with the broader chemicals sector,
INEOS Quattro has environmental and social risks related to the
production non-recyclable products, energy intensive processes, and
the use of hazardous feedstocks.

LIQUIDITY

INEOS Quattro's liquidity position is good. As of the end of June
2024, the group had unrestricted cash on balance sheet of EUR1.82
billion. Liquidity is further supported by access to undrawn trade
receivable securitisation programmes with total capacity of EUR600
and EUR240 million, for a current total available drawdown of
EUR631 million, which expire in February and March 2027
respectively. Moody's expect cumulative free cash flow to be
positive by about EUR155 million over the next 18 reported months
to end 2025. During that time span, the company will also receive
about EUR110 million of deferred consideration for the 2022 equity
transfer agreement of INEOS Styrolution Advanced Materials (Ningbo)
Pte Limited and pay around EUR65 million of deferred consideration
for the 2023 Eastman acquisition in Texas.  

There is no debt maturity until 2026 when EUR1.4 billion equivalent
of backed Senior Secured Notes, backed Senior Unsecured Notes, and
backed Term Loan B come due. The company's term loans in aggregate
amortize by EUR40 million equivalent per annum. Moody's note that
despite weak earnings, INEOS Quattro has been successful in
accessing capital markets.

STRUCTURAL CONSIDERATIONS

The backed senior secured debt of INEOS Quattro (issued through
subsidiaries) is rated B1, at the same level as its CFR, and the
backed senior unsecured debt (also issued through subsidiaries) is
rated B3. Given the relative size of the two classes of debt, the
support provided by the unsecured debt is not sufficient to provide
any notching between the secured debt and the CFR.

The senior secured instruments rank pari passu and benefit from
guarantees from subsidiaries that constitute at least 85% of group
EBITDA. The collateral includes substantially all assets of the
company, including cash, bank accounts, inventories and property,
plant & equipment (PP&E), but excludes receivables that are pledged
to asset securitisation programmes.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that INEOS
Quattro's earnings will recover, albeit partially, over the next
12-18 months, leading to a reduction in leverage, while its free
cash flow, as defined by us, will be broadly neutral, supporting at
least adequate liquidity. The stable outlook also factors in
expectations that the company will address its 2026 and 2027 debt
maturities at least a year in advance.

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

Although unlikely in the near term, positive rating pressure would
occur if, on a sustained and Moody's-adjusted basis, gross
debt/EBITDA is below 4.5x, EBITDA/interest is above 3x, and free
cash flow/debt in the high single digits in percentage terms, while
maintaining good liquidity at all times.

Conversely, negative rating pressure could occur if, on a sustained
and Moody's-adjusted basis, gross debt/EBITDA is above 5.5x,
EBITDA/interest reduces below 2x, or if free cash flow remains
negative or is in the low single digits as a percentage of debt.
Any significant deterioration in liquidity, further debt-funded
dividend payments or acquisitions, or failure to address the 2026
and 2027 debt maturities at least a year in advance could also
cause negative rating pressure.

LIST OF AFECTED RATINGS

Issuer: INEOS Quattro Holdings Ltd

Downgrades:

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

LT Corporate Family Rating, Downgraded to B1 from Ba3

Outlook Actions:

Outlook, Changed To Stable From Negative

Issuer: INEOS Quattro Finance 1 Plc

Downgrades:

Backed Senior Unsecured (Foreign Currency), Downgraded to B3 from
B2

Outlook Actions:

Outlook, Changed To Stable From Negative

Issuer: INEOS Quattro Finance 2 Plc

Downgrades:

Backed Senior Secured (Foreign Currency), Downgraded to B1 from
Ba3

Outlook Actions:

Outlook, Changed To Stable From Negative

Issuer: INEOS Quattro Holdings UK Ltd

Downgrades:

Backed Senior Secured Bank Credit Facility (Foreign Currency),
Downgraded to B1 from Ba3

Outlook Actions:

Outlook, Changed To Stable From Negative

Issuer: INEOS US Petrochem LLC

Downgrades:

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

Outlook Actions:

Outlook, Changed To Stable From Negative

Issuer: INEOS Styrolution Group GmbH

Downgrades:

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

Senior Secured (Local Currency), Downgraded to B1 from Ba3

Outlook Actions:

Outlook, Changed To Stable From Negative

Issuer: Ineos Styrolution US Holding LLC

Downgrades:

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

Outlook Actions:

Outlook, Changed To Stable From Negative

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

INEOS Quattro Holdings Ltd is a chemical manufacturer whose main
products are polystyrene (PS), acrylonitrile butadiene styrene
(ABS), polyvinyl chloride (PVC), caustic soda, purified
terephthalic acid (PTA), acetic acid, and acetic anhydride. It
operates via 45 sites and around 8,700 employees across 18
countries in North America, Western Europe, and Asia. For the LTM
June 2024, the company reported EUR12.4 billion of revenue and
EUR820 million of underlying EBITDA.

INEOS Quattro is an indirect wholly owned subsidiary of INEOS
Limited. It formed in 2020 by merging the INEOS Styrolution and
INOVYN businesses, along with the Aromatics and Acetyls businesses
acquired from BP p.l.c. (A1 stable) that year.

OCADO GROUP: Fitch Rates GBP350M Sr. Unsecured Notes 'B-(EXP)'
---------------------------------------------------------------
Fitch Ratings has assigned Ocado Group PLC's (Ocado) prospective
GBP350 million 2029 notes an expected senior unsecured instrument
rating of 'B-(EXP)' with a Recovery Rating of 'RR4'. This is
aligned with Ocado's Long-Term Issuer Default Rating (IDR) of 'B-',
which has a Stable Outlook, and existing unsecured instrument
rating.

Ocado plc is planning to raise GBP250 million convertibles notes
and GBP350 million unsecured notes. The proceeds of the new notes
will be used towards part prepayment of its existing debt, in
particular via tender offers for part of the GBP600 million
convertible loan due in December 2025 and the GBP500 million
unsecured notes due in October 2026. Fitch assumes that any cash
remaining unused in the tender offers will remain earmarked for
debt repayment subsequently. The new notes will rank equally and
share guarantors with Ocado's existing unsecured notes and
convertible bonds. The assignment of the final rating is
conditional on completion and final terms and conditions being in
line with information received.

Fitch views positively Ocado's proactive attempt to address its
refinancing risk, which would otherwise weigh negatively on the
rating 12-15 months ahead of the debt maturity. Ocado plans to also
extend its GBP300 million undrawn revolving credit facility (RCF),
maturing in June 2025, as part of the refinancing exercise.

Ocado's rating reflects its technological capabilities to help
drive online grocery profitability as well as high execution risk
to reach scale and profitability. Based on its estimates, if all
debt is refinanced, Ocado may maintain sufficient cash to fund its
capex in FY24-FY26 (year-end November). Material debt repayment
from cash would however reduce available liquidity to fund capex,
which would be negative for the rating.

Key Rating Drivers

Proactively Addressing Refinancing Risk: Fitch views positively
Ocado's proactive attempt to address upcoming debt maturities via
today's planned debt issue. Fitch assumes voluntary open market
repurchases of its existing debt with no coercion, in which case
debt buybacks with slight discount would not be deemed distressed
debt exchange. The debt will be refinanced at materially higher
interest rates than paid currently (0.875% coupon for the
convertible). Inability to refinance or refinancing at materially
higher rates than assumed would be negative for the rating.

Improving, Positive FY24 EBITDA: Fitch forecasts EBITDA (post
rents) of around GBP60 million in FY24 before it rises to GBP185
million by FY26. This compares with GBP14 million in FY23 after a
period of losses for the last nine years. However, following the
group's update in mid-July, its forecast now excludes one new CFC
due to its customer, Canadian food retailer Sobey's, pausing after
mutual agreement  their new opening and reflects improved
profitability from customer Kroger, US food retailer, rolling out
new technology in combination with additional capex to retrofit its
CFC network.

High Execution Risk: Fitch sees high execution risk in Ocado's
business plan to ramp up existing CFCs, roll out new CFCs and
deliver efficiencies to drive earnings growth. Profit growth plans
rest on the addition of eight new international CFCs over the next
three years and on reaching full CFC capacity by the fifth or six
year of going live. Customers' CFCs have demonstrated
slower-than-anticipated ramp-up, due to weaker online grocery
demand and, in some cases, operational challenges. Ocado is helping
its clients via its "partner success" programme but the results of
these efforts are not fully in Ocado's control.

Satisfactory Liquidity: Ocado had sufficient cash balances of
around GBP800 million at FYE23 to fund FY24 and FY25 capex, but
cash will be eroded by FYE28. Material debt reduction with cash
would further reduce available liquidity and could be negative for
the rating. Cash will be supported by nearly GBP160 million cash
inflows to be received from its Autostore settlement over
FY24-FY25. Fitch also assumes that its GBP300 million RCF,
currently undrawn, remains fully available and will be extended to
support liquidity as part of refinancing exercise.

Scale and Cost Control: Fitch believes the business should generate
adequate profit margins once it reaches scale, with EBITDA margins
improving to 16.5% by FY27. Its forecast incorporates lower direct
operating costs, including technology and support costs. Ocado has
stated it targets to reduce annual cash technology costs to GBP240
million (from GBP292 million in FY23) and its cash support costs to
GBP150 million (GBP191 million in FY23) in the medium term.

Negative FCF: Fitch projects an average of GBP300 million annual
negative free cash flow (FCF) over FY24-FY26. Ocado has stated that
it expects to turn FCF-positive in 2HFY26. Fitch believes that
Ocado has further scope to lower its technology and support costs.
Fitch also understands from management that the group does not
intend to raise more debt beyond its refinancing needs and plans to
fund growth capex from internally generated cash in the medium
term.

Further Refinancing Needed: Its rating case projects that despite
the transaction, Ocado will need to refinance the majority of its
unsecured notes in 2026 and a second GBP350 million convertible
Note due in January 2027 as well as raise some new funding. Fitch
also sees a risk that FCF may remain negative in FY27, after it has
deployed its current cash balances.

Key International Customers: Kroger is a key customer with eight
live CFCs that have been slower to ramp up against the original
plan of 20 CFCs, which Ocado is assisting via its "partner success"
programme. Recently Kroger has demonstrated confidence in Ocado's
solution by ordering Ocado's latest technology to retrofit its
existing CFCs. Sobey's has three live CFCs, while the fourth one
has been paused. Opening of two new CFCs for Australian food
retailer Coles is expected shortly, after a delay from FY23.
Alcampo will also launch its Madrid CFC this week.

Overall, at FYE23, Ocado's technology was employed at 14
international CFCs by five customers, with an average of 3.14
modules in each CFC, which have gradually gone live since FY20.

Incremental OIA: Ocado plans to grow its intelligent automation
(OIA) segment in a capital-light way, having one contracted
partner, US healthcare distributor McKesson Corporation, to go live
in FY25. Fitch incorporates only limited profit and cash
contribution, but understand from management that Ocado has a
strong OIA pipeline and growth ambitions for this segment.

Low Margin for JV ORL: Ocado Retail Limited (ORL), which Fitch
deconsolidates in its projections, reported only a small profit in
FY23, which was in line with its guidance. This was due to higher
fees and support costs, despite growth in sales, stable gross
profit margin and efficiencies in fulfilment and delivery costs. In
1HFY24, ORL reported continued positive momentum in active customer
numbers, average orders per week and in basket value driving growth
in revenues and EBITDA. Nevertheless, ORL guides to a fairly low
2.5% adjusted EBITDA margin (before GBP33 million payment for
unused capacity at Hatfield CFC to Ocado solutions) for FY24.

Importance of Profitable Online Channel: Ocado's technology enables
efficiency and profitability in the online channel, which is
critical to retailers. Fitch expects retail sales in the online
channel to expand in the long term. In turn, this should continue
driving demand for Ocado's solutions.

Derivation Summary

Fitch applies its Business Service Navigator framework to Ocado.
This reflects that the UK retail operations under 50%-owned ORL are
ringfenced with no direct recourse from Ocado's lenders and its
view that the business risk profile of the solutions business will
drive Ocado's credit quality in the long term, due to its the
accelerating growth and investments.

In comparison with Irel Bidco S.a.r.l (IFCO, B+/Stable), which
provides reusable packaging container solutions to the retail
sector, Ocado is less established and has higher execution risk.
IFCO is a global leader in a niche market and benefits from scale,
geographic diversification, as well as longstanding customer
relationships in a sector with good growth prospects. Ocado will
have similar characteristics once its business reaches its targeted
scale, in addition to a contracted revenue base, low customer churn
and high switching costs (a function of its bespoke technology).
This helps counterbalance some reliance on Kroger as its key
customer and partner.

Once it reaches scale, Ocado should demonstrate solid profitability
for the rating, with an EBITDA margin trending towards 16%, which
is below the more established IFCO's above 20%. Given their current
excessive level, leverage metrics are not a rating driver for Ocado
but its expectation of a progressive reduction to around 7x-8x by
FY26 supports the rating. This level compares with lower expected
leverage for IFCO at below 6.0x, which is better aligned with the
'B' rating category.

Fitch has also compared Ocado with Polygon Group AB (B/Negative), a
market leader on the European property damage restoration industry.
Both companies have comparable business profiles with leading
market positions in their respective industries and similar scale.
Ocado has better geographical diversification and expected revenue
visibility than Polygon, which is exposed to the German market with
shorter-length contracts. This is offset by the higher execution
risk of Ocado's business.

Polygon had higher EBITDA margin of around 6.0% in 2022 but Fitch
expects that Ocado's profitability will improve to 11.0% in FY25 as
it continues to ramp up existing CFCs and drive efficiencies.
Polygon had lower EBITDA leverage at around 9.0x in 2022 than Ocado
due to lower operating profitability, but is expected to recover to
around 7.0x.

Key Assumptions

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

- Revenue for the technology solutions segment to grow to GBP630
million in FY26 as CFCs are ramped up and rolled out (eight new
CFCs and 46 new modules added in FY24-FY26

- Revenues for UK logistics increasing towards GBP720 million by
FY26

- EBITDAR for the technology solutions segment to rise to near
GBP65 million in FY24 and GBP185 million in FY26

- EBITDAR for the UK logistics segment to gradually grow to around
GBP35 million in FY27 from around GBP30 million in FY24

- Lease cost on average GBP30 million per year in FY24-FY26

- Gross capex (excluding ORL) averaging GBP430 million a year in
FY24-FY27

- Cash inflows of GBP100 million and GBP58 million in FY24 and
FY25, respectively, from Autostore settlement

- No dividends from ORL

- No M&A, no common dividend payments

Recovery Analysis

Fitch's Key Recovery Rating Assumptions:

The recovery analysis assumes that Ocado would be reorganised as a
going concern (GC) in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim and the value available to
creditors consisting of the sum of Ocado restricted group's
enterprise value (EV) and 50% of ORL.

Ocado's GC EBITDA is based on FY25 EBITDA for the restricted group
at around GBP105 million (previously on FY24 expected EBITDA of
around GBP80 million) capturing CFCs that are under construction
now and to open shortly. Fitch expects GBP95 million (GBP71 million
previously) of this would be available to creditors
post-restructuring, due to execution risks in the international
technology segment while also recognising a more established UK
business.

Fitch has used an unchanged 6.0x EV/EBITDA multiple, which is in
line with business services companies' distressed multiple, but
reflects the strong growth of Ocado's business and its market
position

Additionally, Fitch attributes half of its estimated GBP0.6 billion
(GBP0.9 billion previously) GC valuation of ORL business to Ocado's
cashflow waterfall. Fitch views that a default of ORL would not be
simultaneous and consequently base the JV valuation on an expected
sustainable medium-term EBITDA of GBP75 million (revised from
GBP110 million) and an 8x multiple, which is not a distressed
valuation. The multiple is based on trading multiples for grocers
and higher multiples for pure online retailers and technology
companies. Any additional debt at the JV above the assumed GBP30
million RCF will affect the value attributed to it.

Ocado's GBP300 million secured RCF ranks ahead of its other
existing debt. Senior unsecured notes (GBP500 million) rank equally
with its GBP950 million convertibles.

The outcome of the recovery analysis for senior unsecured notes is
'B-'/'RR4', aligned with Ocado's Long-Term IDR. The waterfall
analysis output percentage is 32% (unchanged). Should additional
debt ranking ahead or equally with unsecured notes be added to
Ocado's capital structure, this will push the Recovery Rating of
the notes to 'RR5'.

Fitch expects the outcome of the recovery analysis, once the new
senior unsecured notes are issued, to be 'B-'/'RR4', which is
aligned with Ocado's existing senior secured instrument rating.
This is based on the assumption that, in the event that not all the
GBP600m proceeds from the current transaction are utilized in the
planned tender offers, unused proceeds will remain earmarked for
subsequent debt repayment of the current GBP1,450m senior unsecured
debt.

RATING SENSITIVITIES

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

- Fitch does not envisage a positive rating action during
FY24-FY28, due to execution risks associated with the
transformation into a solutions and business service provider.
However, over the long term, evidence of greater maturity of the
business, with increasing scale and diversification and lower
upfront capex would indicate successful execution of Ocado's growth
strategy would be positive for the rating, together with:

- EBITDA trending to GBP200 million

- Sufficient positive FCF generation to fund growth capex

- EBITDA interest coverage recovering towards 1.5x

- Visibility of EBITDA gross leverage trending below 6.5x on a
sustained basis

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

- Inability to refinance 12-15 months ahead of debt maturities or
insufficient liquidity to fund at least two years of capex

- Continued execution challenges, such as further delays in
roll-out of new CFCs, inability to scale up existing CFCs, or
deliver technology or support cost efficiencies leading to EBITDA
not reaching at least GBP50 million in FY24 and at least GBP100
million by FY25, and a faster cash burn than captured in its rating
case

- Readily available cash materially below GBP500 million at FYE24

Liquidity and Debt Structure

Adequate Cash to Fund Investments: The restricted group (ie
excluding ORL) has an adequate, but declining, cash position
comprising around GBP800 million cash and a fully undrawn GBP300
million RCF. Fitch expects this liquidity to support its FY24-FY26
high capex. Fitch estimates available liquidity of GBP850 million
at FYE24.

Approaching Debt Maturities: Ocado's medium-term liquidity profile
is strongly dependent on its ability to timely address upcoming
GBP600 million convertible notes due December 2025 and GBP500
million senior unsecured notes due October 2026 with external
resources. The RCF expires in June 2025 but has an option to extend
by one year that Fitch expects to be exercised.

Ocado has demonstrated strong access to financial markets via
capital raises, including GBP500 million senior unsecured notes in
September 2021, following a GBP350 million convertible bond (due in
January 2027) along with a GBP657 million new share placement in
2020.

Issuer Profile

Ocado is a technology company that develops end-to-end operating
solutions for online grocery retail. It also has its own grocery
retail operations, which are ringfenced in a JV with M&S.

Date of Relevant Committee

13 May 2024

External Appeal Committee Outcomes

In accordance with Fitch's policies the Issuer appealed and
provided additional information to Fitch that resulted in a rating
action that is different than the original rating committee
outcome.

ESG Considerations

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

   Entity/Debt             Rating                  Recovery   
   -----------             ------                  --------   
Ocado Group PLC

   senior unsecured     LT B-(EXP) Expected Rating   RR4

PREMIER FOODS: Moody's Affirms 'Ba3' CFR, Outlook Remains Stable
----------------------------------------------------------------
Moody's Ratings has affirmed Premier Foods plc's (Premier Foods or
the Company) long-term corporate family rating of Ba3 and its
probability of default rating of Ba3-PD. Concurrently, Moody's have
also affirmed the Ba3 instrument rating of the GBP330 million
backed Senior Secured Notes issued by Premier Foods Finance plc.
The outlook on both entities remains stable.

The affirmation of Premier Foods' Ba3 CFR follows the company's
recent strong operational performance and the expected improvement
in cash flow generation following the suspension of payments into
its pension scheme.

RATINGS RATIONALE    

In an economic environment characterised by input cost inflation
and disposable income pressures in the UK, Premier Foods has been
able to grow revenue, earnings, and gain market share in key
categories. In fiscal year (FY) ending March 30, 2024, Premier
Foods's revenue increased by 13% to GBP1,138 million and its
adjusted EBITDA (as defined by the company) grew by 12% to GBP204
million. Top-line growth was primarily driven by price increases to
offset input cost inflation, with growth in both the company's
branded and non-branded businesses and the additional revenue from
the company's two recent acquisitions, The Spice Tailor and
FUEL10K. The company also increased its marketing efforts across
both the Grocery and Sweet Treats businesses, leading to growth in
all major brands.

Moody's expect low to mid-single digit growth in Premier Foods'
revenue and its company-adjusted EBITDA in the next 12-18 months
(pro-forma for the Knighton and Charnwood disposals). Targeted
promotional activity is projected to support volume increases and
drive revenue growth. Moody's expect Premier Foods' profitability
to also be supported by several new efficiency improvement and
automation projects, partly funded by the cash that was previously
being directed towards pension contributions.

Premier Foods' leverage (as defined by Moody's adjusted
debt/EBITDA) fell to 2.9x (1.9x excluding pensions) at the end of
fiscal 2024 (ended March 2024) from 3.4x (2.2x excluding pensions)
at the end of fiscal 2023. While Moody's do not expect a decrease
in Moody's adjusted debt/EBITDA over fiscal 2025 due to an increase
in non-trading costs (which Moody's include in Moody's adjusted
EBITDA), the company's leverage will likely see marginal
improvement to around 2.8x (including pensions) by the end of
fiscal 2026 supported by the growth in its international markets
and realization of planned cost efficiencies.

Furthermore, the additional c. GBP33 million of annual cash savings
(pre-tax) due to the pension contribution suspension will also
materially strengthen the company's liquidity position and
investment capabilities, although Moody's forecast that a portion
of those savings will go towards funding both the company's planned
increase in capital investment and its progressive dividend
program. While Premier Foods has successfully lowered its net
leverage to 1.2x at the end of fiscal 2024, Moody's expect it to
adhere to its own 1.5x net leverage target over the coming years,
with any possible deviations to accommodate meaningful acquisitions
expected to be resolved within the next 12-18 months.

Due to an expected increase in capital expenditure and growth in
dividend payouts, Moody's adjusted Free Cash Flow/Debt (after
pension payments) is expected to decline from 12.5% in fiscal 2024
to around 10% in fiscal 2026. Additionally, Moody's expect the
GBP330 million senior secured notes that mature in October 2026 to
be refinanced at a rate higher than the current 3.50% coupon, in
line with market rates, which will reduce the company's
EBITA/Interest coverage in fiscal 2026 and beyond.

Premier Foods' Ba3 CFR also reflects (i) strong market positions
with a portfolio of well-established brands in the UK, (ii)
resilient margins especially within the Grocery segment, reflecting
a good portfolio of brands, (iii) disciplined financial policy,
including a public net leverage target and (iv) good liquidity
profile.

However, the CFR is constrained by its (i) geographical
concentration in the highly competitive UK grocery industry, which
also leads to customer concentration, (ii) high and volatile
pension liability, and (iii) ongoing need for innovation and
marketing.

LIQUIDITY

Premier Foods' liquidity profile is good. The company had GBP102.3
million in cash as of year-end on March 31, 2024, and has access to
a GBP227.5 million revolving credit facility (RCF) maturing in July
2029. In addition, Moody's expect Premier Foods to generate free
cash flow in the range of GBP60-80 million in fiscal 2025. The
initial cash balance and RCF is sufficient to cover seasonal
working capital needs, although cash-funded acquisitions can
temporarily reduce liquidity.

STRUCTURAL CONSIDERATIONS

Premier Foods' capital structure includes GBP330 million of senior
secured notes due October 2026 and the GBP227.5 million RCF due
July 2029.

Applying Moody's Loss Given Default (LGD) model (assuming a
standard 50% recovery rate typical of debt structures including
both bonds and bank debt), the senior secured notes are rated Ba3
i.e. at the same level as the CFR because all the debt, including
the pension deficit, ranks pari passu.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that Premier Foods
will grow revenues and earnings in the low-to-mid single digit
percentages, continue reducing its leverage (excluding pensions) to
well below 2.0x, and maintain substantially positive free cash flow
in the next 12-18 months. It does not incorporate a change in
financial policy or any material debt-funded acquisitions.

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

Upward ratings pressure could develop over time if the company
achieves a track record of sustained revenue growth leading to
greater scale and meaningful diversification. It will also require
debt/EBITDA to stay below 3x (and below 2x when excluding the
pension deficit) on a sustained basis and the company to continue
improving its EBITA margin, while generating meaningful positive
free cash flow (after pension contributions) and keeping a solid
liquidity profile.

The rating could be downgraded if the company's (1) gross
debt/EBITDA increases above 4.25x on a sustained basis (or 3x
excluding the pension deficit), (2) EBITA margin falls materially
below 15%, or (3) liquidity profile deteriorates for instance as a
result of negative free cash flow (after pension contributions).
Moody's assessment of leverage also takes into consideration the
volatility in the adjustment for the company's significant pension
deficit.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.

COMPANY PROFILE

Headquartered in St Albans, UK, and quoted on the London Stock
Exchange, Premier Foods plc is one of the largest food
manufacturers in the UK, operating primarily in the ambient food
segment.

For financial year 2024, Premier Foods reported revenue of GBP1,138
million. The company's largest shareholder is Nissin Foods Holdings
Co.,Ltd., a Japanese food company, with an approximately 24% stake
as of June 2024. The company's market capitalisation was around
GBP1.5 billion as of date of this publication.

VAMPIRE'S WIFE: SFP Restructuring Appointed as Administrators
-------------------------------------------------------------
The Vampire's Wife Limited was placed in administration proceedings
in the High Court of Justice, Business and Property Courts of
England and Wales, Insolvency & Companies List (ChD), Court Number:
CR-2024-004277, and SFP Restructuring Limited was appointed as
administrators on July 31, 2024.

The Vampire's Wife, founded by former model Susie Cave and
partners, sells iconic dresses, jewellery and bags.  In May 2024,
The Vampire's Wife announced the decision to cease trading with
immediate effect, citing wholesale market difficulties.

Its registered office is at SFP, 9 Ensign House, Admirals Way,
Marsh Wall, London, E14 9XQ.  Its principal trading address is at
The Riverside Centre, Railway Lane, Lewes, East Sussex, BN7 2AQ.

The Joint Administrators may be reached at:

     Richard Hunt
     David Kemp
     SFP Restructuring Limited
     9 Ensign House
     Admirals Way, Marsh Wall
     London, E14 9XQ
     Tel: 0207 538 2222


YETI TOOL: Campbell Crossley Named as Administrators
----------------------------------------------------
Yeti Tool Ltd was placed in administration proceedings in the High
Court of Justice, Business and Property Courts in Manchester,
Insolvency & Companies List (ChD), Court Number: CR-2024-000947,
and Campbell, Crossley & Davis was appointed as administrators on
July 26, 2024.

Yeti Tool is a manufacturer of machine tools.  Its registered
office and principal trading address is at Unit 12 Old Mill Road,
Portishead, Bristol, BS20 7BX.

The Joint Administrators may be reached at:

     Ian Williamson
     Christopher Brindle
     Campbell, Crossley & Davis
     Ground Floor, Seneca House
     Links Point, Amy Johnson Way
     Blackpool, Lancashire, FY4 2FF
     E-mail: r.ianwilliamson@crossleyd.co.uk
             chris.brindle@crossleyd.co.uk
     Tel: 01253 349331

Alternative contact:

     Francesca Vivace
     E-mail: francesca.vivace@crossleyd.co.uk



                           *********


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

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

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