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

                          E U R O P E

          Wednesday, August 7, 2024, Vol. 25, No. 158

                           Headlines



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

BOSNIA AND HERZEGOVINA: Moody's Affirms B3 Long Term Issuer Rating


F R A N C E

AFFLELOU SAS: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
NEW IMMO HOLDING: S&P Downgrades ICR to 'BB', Outlook Negative


G E O R G I A

CREDO BANK: Fitch Assigns 'B' LongTerm IDR, Outlook Positive


G E R M A N Y

NORIA DE 2024: Fitch Assigns 'B+sf' Final Rating to Class F Notes
PFLEIDERER GROUP: S&P Lowers ICR to 'CC' on Debt Restructuring Deal


I R E L A N D

AQUEDUCT EUROPEAN 1-2017: Moody's Affirms B1 Rating on Cl. F Notes
ARES EUROPEAN VI: Moody's Ups Rating on EUR20.4MM E-R Notes to Ba1


I T A L Y

SAIPEM SPA: S&P Affirms 'BB+' Long-term ICR, Outlook Stable
TELECOM ITALIA: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable


N E T H E R L A N D S

PB INTERNATIONAL: Fitch Affirms 'C' Rating on Sr. Unsecured Notes


S P A I N

KRONOSNET CX: EUR870MM Bank Debt Trades at 29% Discount


T U R K E Y

ANADOLU EFES: Fitch Keeps 'BB+' LongTerm IDR on Watch Negative


U N I T E D   K I N G D O M

5 P.M. LTD: Johnston Carmichael Named as Administrators
CENTILI LIMITED: Oury Clark Named as Administrators
CHRISTIAN JAMES: RSM UK Named as Administrators for Telecom Firm
DCW MANAGEMENT: Quantuma Named as Administrators
EVERYCONE LIMITED: FRP Named as Administrators

JOSEPH FURNITURE: Opus Named as Administrators
MC 2024: Kroll Named as Administrator for Cosmetics Retailer
SECURECARE GROUP: Leonard Curtis Named as Administrators
STONEGATE PUB: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
TALKTALK TELECOM: Fitch Lowers Rating on Sr. Secured Debt to 'CC'


                           - - - - -


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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: Moody's Affirms B3 Long Term Issuer Rating
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Moody's Ratings has affirmed the Government of Bosnia and
Herzegovina's (BiH) B3 domestic and foreign currency long-term
issuer ratings. The outlook remains stable.

The affirmation of the B3 ratings reflects Moody's view that BiH's
very high political volatility continues to hinder reform
implementation and perpetuates institutional weakness. BiH's robust
economic growth supports a stronger wealth buffer relative to
rating peers, but significant structural challenges weigh on the
country's economic potential. The rating affirmation also reflects
persistent significant weakness in BiH's fiscal policy
effectiveness with a limited capacity to execute spending plans,
although BiH benefits from relatively favourable fiscal metrics
compared with rating peers.

The stable outlook reflects a balance of risks at the B3 rating
level. BiH's economic prospects could improve if reform momentum
helped unlock access to pre-accession funding. That said, the
implementation of the European Union's (EU, Aaa stable) carbon
border tax will affect exports negatively. The stable outlook also
reflects Moody's view that the general government debt burden will
remain moderate even against the background of higher social
spending. At the same time, the safeguards provided by the
centralised administration of state level debt repayments help to
mitigate liquidity risks. Finally, very high political risks
constrain the rating at B3.

BiH's local- and foreign-currency ceilings remain unchanged at B1
and B3, respectively. The two-notch gap between the local-currency
ceiling and the sovereign rating reflects the elevated risks from
volatile domestic politics, low predictability of the government
and institutions, and the government's moderate footprint in the
economy. The two-notch gap between the foreign-currency ceiling and
the local-currency ceiling balances limited capital account
openness and weak policy effectiveness against contained external
indebtedness and the presence of a credible currency board
arrangement.

RATINGS RATIONALE

RATIONALE FOR THE AFFIRMATION OF THE B3 RATINGS

VERY HIGH POLITICAL VOLATILITY HINDERS REFORM IMPLEMENTATION AND
PERPETUATES INSTITUTIONAL WEAKNESS

The affirmation of BiH's B3 ratings reflects its strongly divisive
political environment, with the lack of political consensus
exacerbating the challenges posed by BiH's institutional
fragmentation and complex governance structure. While BiH has seen
some periods of improved co-operation between the entities in
recent years, there has not been the degree of stabilisation in the
domestic political environment needed to support greater policy
effectiveness. Moody's consider policy effectiveness to be a
Governance consideration under Moody's ESG framework.

There has been gradual legislative progress in key reform areas
since BiH received EU candidacy status in December 2022, with the
European Council deciding in March 2024 to open EU accession
negotiations. BiH has also taken steps to fully align with the EU's
Common Foreign and Security Policy. However, reform implementation
remains subject to high risks.

In particular, continued friction between the different autonomous
entities that make up the country means state-level reforms are
highly unlikely to progress. Renewed inter-entity disputes will
also hinder efforts to use the momentum on EU accession to make
progress in more challenging reform areas and improve access to
pre-accession funding. Continued progress on the path to EU
membership would help gradually bring BiH's judicial, institutional
and policy environment closer to EU norms.

Furthermore, the heightened secessionist rhetoric by the Republic
of Srpska (RS, B3 stable), one of the two main entities that
comprise BiH, contributes to political volatility and raises social
tensions. Persistent efforts by the RS to challenge the authority
of state institutions risks undermining the effectiveness of key
institutional frameworks, including the country's constitutional
court.

That said, Moody's view the international community's very strong
commitment to the country's economic and political stability,
reflected both through supporting gradual reform progress and
taking actions such as targeted sanctions to help de-escalate the
political crisis, will limit risks to BiH's sovereign integrity.

BiH's ROBUST GROWTH SUPPORTS WEALTH BUFFER BUT SIGNIFICANT
STRUCTURAL CHALLENGES WEIGH ON ECONOMIC POTENTIAL

The rating affirmation also reflects BiH's track record of stable
and robust growth supporting a wealth buffer which exceeds that of
similarly rated peers and will continue to provide a cushion to
absorb economic shocks. That said, structural economic challenges
hinder efforts to raise potential growth.

In particular, Moody's expect BiH's relatively high GDP per-capita
in purchasing power parity (PPP) terms will continue to support the
economy's ability to recover quickly from shocks. The economy
bounced back quickly from the pandemic and economic growth has
proven resilient to the more recent inflationary shock amid strong
domestic consumption and tourism.

That said, structural economic challenges prevent a faster
convergence towards the income of EU peers. The economy is reliant
on low-value-added production, while high unemployment and complex
bureaucracy weigh on the business environment. Moody's expect the
emigration of workers, particularly younger and more educated ones,
has intensified since the pandemic, which reduces the labour supply
and accelerates population ageing. Acute labour shortages prevent
BiH from fully exploiting the near-shoring opportunities presented
by its proximity to the EU.

Furthermore, the EU's Carbon Border Adjustment Mechanism (CBAM)
which comes into full force in 2026 will challenge the
competitiveness of BiH's key exports, such as electricity and
aluminium, in the absence of an exemption or significant
decarbonisation reforms. BiH's economy is one of the most carbon
intensive in the Western Balkans and the EU is the destination for
more than two-thirds of BiH's exports. According to the
International Monetary Fund (IMF), preliminary estimates suggest
that the impact of CBAM on BiH exports in the affected industries
would be equivalent to around 1.1% - 2.5% of GDP.

WEAKNESS IN FISCAL POLICY EFFECTIVENESS WITH LIMITED CAPACITY TO
SPEND ALTHOUGH FISCAL METRICS FAVOURABLE RELATIVE TO PEERS

The affirmation of the ratings at B3 also takes account of BiH's
significant weakness in fiscal policy effectiveness. Persistent
political obstacles to timely budget approval continue to hinder
fiscal policy, with the 2024 state budget only approved in July.
Furthermore, weak execution of public investment plans amid limited
institutional co-ordination means that budgets are not used
effectively to achieve the government's economic and development
objectives. Nevertheless, this limited capacity to execute spending
plans has, alongside strong revenue growth, resulted in relatively
favourable fiscal metrics compared with rating peers, supporting
BiH's ability to absorb shocks without a material weakening in
fiscal strength.

However, Moody's expect fiscal sustainability risks to rise as the
general government budget moves into deficit and will become less
flexible given recent significant increases in salaries, pensions
and social benefits which, in Moody's view, are unlikely to be
reversed. Moody's expect the general government budget deficit to
average around 2.2% of GDP over the next two years, although
general government debt which Moody's forecast at around 28% of GDP
in 2025 will still remain favourable relative to B-rated peers
(with a median of 50% in 2023). BiH also faces fiscal risks
stemming from a large share of government debt denominated in
foreign-currency (although mitigated by the existence of the
currency board) as well as from the sizeable and financially weak
state-owned enterprise sector.

In addition, the two main entities will face high refinancing
pressures which Moody's expect to be managed through a combination
of new borrowing, including planned new external market issuances,
drawing on cash reserves and budget adjustments. These refinancing
pressures are likely to exacerbate BiH's fiscal challenges,
especially if it results in new arrears or deferred expenditures
amid lower cash buffers and potential capacity constraints to
domestic refinancing.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects a balance of risks at the B3 rating
level.

Moody's expect real GDP growth to recover in 2025 to its long-term
average of around 3%, supported by domestic consumption and
services exports. Improved reform momentum could help unlock access
to new pre-accession funding which can support higher investment.
On the other hand, the economy faces notable downside risks from
the forthcoming implementation of the EU's CBAM which will
negatively impact a large share of BiH's exports in the absence of
significant decarbonisation reforms.

The stable outlook also reflects Moody's view that the general
government debt burden will remain moderate and below similarly
rated peers even as fiscal dynamics become more challenging in the
coming years, with higher social spending contributing to budget
deficits. Moody's expect refinancing pressures for the two main
entities to be elevated but still manageable. The absence of
external market debt at the state level and the safeguards provided
by the centralised administration of state level debt repayments
helps to mitigate government liquidity risks for BiH.

Finally, BiH's very high political risks will continue to constrain
the rating at B3, with deep-rooted political divisions having a
wide-ranging and significant impact on growth prospects, reform
progress on the path toward EU accession and social cohesion.
Moody's expect in Moody's central scenario that the political
balance will hold even as secessionist rhetoric by the RS remains
elevated, supported by the international community's commitment to
preserve BiH's sovereign integrity. The risk of the country
dividing remains low but non-negligible in Moody's assessment.

ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS

BiH's ESG Credit Impact Score (CIS-4) reflects high exposure to
social risks and a very weak governance profile, the latter also
explaining its low resilience to environmental and social risks
despite relatively high fiscal strength.

BiH's E-3 environmental issuer profile score reflects its moderate
exposure to environmental risks, in particular physical climate
risk given the economy's high reliance on agriculture that exposes
it to weather-related events and trends. That said, the EU is
supporting efforts to improve climate change resilience in the
agriculture sector. At the same time, BiH faces moderate risks
posed by carbon transition given the carbon intensity of key export
sectors such as electricity, and the forthcoming implementation of
the EU's new carbon border tax poses a risk to its export
competitiveness. Risks posed by water management are low.

BiH's S-4 social issuer profile score reflects its very adverse
demographic challenges and very high unemployment rates.
Unemployment is high among the young segment of the population,
with limited job opportunities contributing to high emigration
which has accelerated since the pandemic. Access to basic services
is also relatively weak, while health and education outcomes are a
source of moderate risk. Very high political volatility which
reflects deep-rooted political divisions increases risks to social
cohesion.

BiH's governance issuer profile score (G-5) reflects the country's
highly complex political structure and strongly divisive political
environment which undermines the institutional and economic reform
process, as well as governance more generally. This is also a
source of moderately low resilience to environmental and social
risks.

GDP per capita (PPP basis, US$): 19,595 (2023) (also known as Per
Capita Income)

Real GDP growth (% change): 1.7% (2023) (also known as GDP Growth)

Inflation Rate (CPI, % change Dec/Dec): 2.2% (2023)

Gen. Gov. Financial Balance/GDP: -1.7% (2023) (also known as Fiscal
Balance)

Current Account Balance/GDP: -2.8% (2023) (also known as External
Balance)

External debt/GDP: 50% (2023)

Economic resiliency: b2

Default history: At least one default event (on bonds and/or loans)
has been recorded since 1983.

On July 30, 2024, a rating committee was called to discuss the
rating of the Bosnia and Herzegovina, Government of. The main
points raised during the discussion were: The issuer's economic
fundamentals, including its economic strength, have not materially
changed. The issuer's institutions and governance strength has not
materially changed. The issuer's fiscal or financial strength,
including its debt profile, has not materially changed. The
issuer's susceptibility to event risks has not materially changed.

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

A strengthening of the country's institutional profile from the
implementation of reforms that help to address long-standing
structural challenges and lead to progress on EU accession
negotiations could place upward pressure on the rating.
Furthermore, close cooperation with the IMF and EU leading to
structural economic reform progress could support a higher rating.
This reform progress would most likely result from greater
policymaking effectiveness supported by a more cooperative
political environment or evidence that the reform agenda is able to
progress despite continued deep-rooted political divisions. While
reform progress could provide positive rating pressure, it is
likely that BiH's structural credit challenges would still remain
significant at a higher rating level.

BiH's rating could be downgraded if political actions result in a
material weakening of state institutions or there is a marked
escalation in political or social tensions jeopardizing the
country's future as a single sovereign nation. In addition, any
major reform reversals, including those needed to deepen BiH's
integration with the EU, could also lead to downward rating
pressure. A significant weakening in the general government fiscal
metrics, leading to general government indebtedness rising
significantly above those of similarly rated peers, could be credit
negative. A marked deterioration in Moody's assessment of the
economy's resilience to shocks could also lead to downward rating
pressure.

The principal methodology used in these ratings was Sovereigns
published in November 2022.



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F R A N C E
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AFFLELOU SAS: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
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Fitch Ratings has assigned Afflelou S.A.S.'s (Afflelou) senior
secured EUR560 million fixed-rate notes a final rating of 'B+' with
a Recovery Rating of 'RR3'. Fitch has also affirmed Afflelou's
Long-Term Issuer Default Rating (IDR) at 'B' with a Stable
Outlook.

Proceeds from the senior secured notes, together with EUR87 million
cash on its balance sheet, have been used to redeem existing senior
secured notes of EUR460 million and senior subordinated notes of
EUR75 million, distribute a EUR91 million dividend to shareholders,
and pay transaction-related expenses. EUR172 million of the
refinanced EUR460 million fixed-rate notes due on 19 May 2025 was
not tendered and will be repaid at maturity with matching funds
deposited in escrow by the group. As a result, Afflelou and the
guarantors have been discharged of their obligations.

The affirmation of the IDR reflects its expectation that despite
the transaction, at the financial year ending July 2024 (FY24)
leverage will be largely unchanged from FY23's 6.3x before it
gradually reduces to below 6.0x in FY26. The IDR continues to
reflect Fitch's view of Afflelou's limited geographical and product
diversification and moderately high financial leverage, balanced by
a sustainable cash-generative business model and leading positions
in its core market.

Despite a slightly higher interest burden, Fitch expects the
company to continue generating free cash flow (FCF), given its high
margins and limited capex requirements. The Stable Outlook reflects
its expectation of steady operating and credit metrics in a
constructive and stable regulatory environment.

Fitch has withdrawn the ratings of all previous debt instruments,
which have been pre-refunded, escrowed, defeased or cancelled.

Key Rating Drivers

Mild Increase in Leverage: The recent refinancing transaction
marginally lifted the company's EBITDAR gross leverage by 0.2x to
6.3x pro-forma as of the 12 months to April 2024, as the special
dividend is largely funded by cash on balance sheet. However, it
remains commensurate with Afflelou's 'B' rating, and Fitch
forecasts it to slowly decrease towards 5.9x by FY26. Steady growth
prospects in the company's optical segment, mostly under a
franchise model in France, together with the roll-out of
hearing-aid corners at limited additional cost, should translate
into gradually increasing EBITDAR and, consequently, deleveraging.

Sustained Positive FCF Generation: The business has repeatedly
demonstrated steady cash flow-generative qualities, including
during the pandemic. Despite a slightly higher interest burden,
Fitch projects FCF margins at mid-to-high single digits on limited
capex and limited working-capital requirements, with upside from
the growth of hearing-aid activity, whose contribution has been
limited at below 10% of revenue. Fitch excludes further shareholder
distributions from its rating case, treating them as event risk.
Subsequently, positive FCF should strengthen the cash balance.

Resilient Business Model: Afflelou's business model combines the
typical features of a retailer with a strong franchisor business,
anchored in banner fees and wholesale distribution. This operating
profile also leads to contained cash outflows for capex and working
capital, supporting sustained positive FCF. During the pandemic in
2021, its revenue per store outperformed the market by 60% in
France and by over 100% in Spain, underscoring the efficiency of
its franchise.

Gradually Improving Product Diversification: Afflelou is developing
its hearing-aid business using the same franchising model as its
optical business by opening separate hearing-aid stores, but also
exploiting synergies by adding hearing-aid corners to some of its
optical stores. This will continue to help diversify operations on
its existing business infrastructure, with hearing-aid products
also benefiting from a constructive regulatory environment in
France.

Strong Brand Supports Franchise Model: Afflelou has a strong market
position in its segment in France and Spain, with the highest brand
awareness in France, despite holding third place in sales at 9%,
behind Krys and Optic 2000. In Spain, it is the fifth-largest
market participant with a 7% share, but is the largest franchisor
banner by number of stores. Fitch views strong brand awareness as
key to Afflelou's franchisor business model, which combines a wide
product range with low price sensitivity (due to private insurance
and social security reimbursement of purchases) from consumers.

Supportive Regulation, Sustainable Demand: Afflelou's predominant
exposure to France is balanced by a supportive healthcare system
that reimburses around 70% of consumers' optical expenditure. In
FY23, more than 95% of revenues came from prescription glasses,
hearing aids and contact lenses.

An ageing population and medical advancements for optical and
hearing-aid solutions support long-term demand. Fitch forecasts
growth in mid-single digits over the next three to five years, in
line with pre-pandemic trends. Fitch also expects Afflelou chains
to outperform the broader market, especially against independent
stores, due to economies of scale and a broader range of products
and services.

Hearing Aids Support Medium-Term Growth: Despite a slowdown in the
French hearing-aid market in 2023, after exceptional growth on the
introduction of the 100% Santé programme for full reimbursement,
Fitch expects hearing aid to resume growth from FY25 and to gain
momentum, once consumers that havenefited from the 100% Santé
programme start replacing their devices. The fundamentals for the
hearing-aid market in France are strong, with around 60% of
patients in need of hearing aid still lacking the appropriate
devices. In contrast, the penetration rate for the optical market
is estimated at 95%.

Derivation Summary

Afflelou's ratings reflect its healthcare products and retail
distribution network, which is predominantly franchised with owned
stores. The credit risk of the retail component is mitigated by a
favourable reimbursement policy for vision products in France,
covered by the state and mutual insurance policies. This provides
greater operational stability than at conventional high street
retailers, who face less predictable consumer behaviour and as a
result are exposed to greater sales and earnings uncertainties.

Compared with Auris Luxembourg II S.A. (B/Stable), a supplier of
hearing aids, Afflelou is much smaller in revenue and EBITDAR, and
is less diversified geographically. Gross EBITDAR leverage is also
higher for Afflelou post-refinancing, although this is mitigated by
its higher margins and FCF generation.

Afflelou does not directly compete against Sunshine Luxembourg VII
SARL (Galderma). Both companies' performance could be affected by
similar spending trends in the healthcare and consumer products
market, although Fitch sees Afflelou as more resilient. Compared
with Galderma, Afflelou is more niche and has a smaller scale,
which was offset by its lower EBITDA gross leverage (about 1x) and
better FCF margins pre-Galderma's IPO.

Key Assumptions

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

- Revenue growth gradually decreasing towards 3.8% in FY27 from 6%
in FY24

- Steady EBITDA margin at 21%-22% until FY28

- Slightly negative net working capital outflows and capex at 5%-6%
of revenue a year until FY28

- No acquisitions and shareholder distributions to FY26

Recovery Analysis

Its going concern approach continues to assume a post-restructuring
EBITDA of about EUR64 million, at which Afflelou's capital
structure would become untenable, and which assumes corrective
measures have been taken. The company's EUR30 million revolving
credit facility (RCF) is assumed to be fully drawn in a default,
and is super senior, ranking ahead of its senior secured notes.

Fitch continues to assume a distressed multiple of 5.5x. Its
waterfall analysis generated a recovery computation in the 'RR3'
band (indicating a B+ instrument rating) for the planned EUR560
million senior secured notes. The waterfall analysis based on
current metrics and assumptions is 51% for the senior secured
debt.

RATING SENSITIVITIES

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

- EBITDA approaching EUR100 million as a result of network and
margin performance and lack of impact from adverse regulatory
changes

- EBITDAR gross leverage below 5.0x on a sustained basis

- EBITDAR fixed-charge coverage above 2.5x on a sustained basis

- Post-dividends FCF margin at or above 5% on a sustained basis

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

- EBITDA below EUR75 million on a sustained basis as a result of
weak network activity or impact of adverse regulatory changes

- EBITDAR gross leverage above 6.5x on a sustained basis due to
debt-funded acquisitions and shareholder distributions or lack of
deleveraging

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

- Post-dividends FCF margin falling towards low single digits or to
neutral levels

Liquidity and Debt Structure

Sufficient Liquidity Post-Refinancing: Fitch expects Afflelou to
have EUR18 million of cash on balance sheet at end-FY24 and access
to a fully undrawn EUR30 million RCF. The level of cash is limited
compared with historical balances but is mitigated by expectations
of positive FCF to FY28. The company will have no refinancing needs
until 2029.

Issuer Profile

Afflelou operates as a franchisor in the optical and hearing aid
product markets, primarily in France and Spain.

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
   -----------             ------          --------   -----
Afflelou S.A.S.      LT IDR B   Affirmed              B

   senior secured    LT     B+  New Rating   RR3      B+(EXP)

   subordinated      LT     WD  Withdrawn             CCC+

   senior secured    LT     WD  Withdrawn             B+

NEW IMMO HOLDING: S&P Downgrades ICR to 'BB', Outlook Negative
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S&P Global Ratings lowered its issuer credit ratings on New Immo
Holding (NIH) and its issue ratings on NIH's senior unsecured notes
to 'BB' from 'BB+'. S&P also affirmed the short-term rating on NIH
at 'B' and the standalone credit profile (SACP) at 'bbb'.

The negative outlook reflects the structural deterioration of the
group's creditworthiness due to the continuous weakening of retail
performance and the increased risks associated with executing the
transformational plan. S&P said, "In 2024 we expect NIH's robust
operating performance and prudent development strategy to result in
an EBITDA interest coverage ratio (ICR) of about 2.8x-3.0x,
debt-to-EBITDA of about 8.0x-9.0x, and debt to debt plus equity to
revert below our 45% downside SCAP threshold thanks to asset
disposals and a more limited portfolio devaluation, although with
limited headroom."

On Aug. 1, 2024, we lowered our ratings on ELO (Auchan Holding),
owner of Auchan Retail and New Immo Holding (NIH), on consistently
weaker-than-expected results in first-half 2024, the execution
risks associated with its transformation plan, and the integration
of 98 recently acquired Casino stores in a structurally challenging
French retail market.

S&P said, "The rating action on NIH follows that on its parent,
ELO. On Aug. 1, 2024, we lowered our long-term rating on ELO to
'BB' from 'BB+'. We continue to view NIH as integral to ELO's
identity and future strategy since it is one of the group's three
main businesses and contributed about 27% of consolidated EBITDA in
2023 and represented 76% of its EUR4.6 billion adjusted debt. As a
result, we link NIH's creditworthiness to that of its parent, so we
also lowered our issuer ratings and issue ratings on NIH to 'BB'
from 'BB+'. The overall performance of the group, excluding real
estate operations, suffered materially in 2023 and in the first
half of 2024--especially in France, which represents the group's
largest market. Reported EBITDA declined to EUR339 million--about
37% lower than in the first half of 2023 and more than 50% lower
than in 2022 and 2021--marking a continued decline. The group's
reported EBITDA margin was 2.1%, compared with 3.5% in first-half
2023, 4.0% in 2022, and 4.7% in 2021. This, together with an
increase in net debt, will bring S&P Global Ratings-adjusted
leverage (excluding Russia) to 4.6x in 2024 and 4.2x in 2025.
Although we forecast leverage could decline below 4.0x by 2026 on
the back of the transformation plan, we think the plan's execution
risks are elevated given the challenging market conditions and
ELO's history of deteriorating market share and profitability."

Robust operating performance, asset valuation stabilization, and
prudent capital expenditure (capex) investments and asset disposals
anchor NIH's credit metrics and standalone assessment. NIH posted a
7.0% increase in rental income in the first half of 2024 compared
to the same period last year, fueled mainly by indexation, higher
rental rates on new contracts, and a 4.6% increase in contract
renewals. Despite political instability in France and darkening
economic growth prospects, Supportive footfall figures increased by
5% compared to the same period last year. This, along with
supportive consumption trends, has resulted in a slight improvement
in vacancy rates to 5.47% compared to 6.03% at year-end 2023. S&P
said, "We remain cautious, however, given that some retailers are
struggling, especially in the textile business, which has suffered
from changes in consumption trends over the last 12 to 24 months.
We expect NIH to generate EBITDA of about EUR380 million-EUR400
million in 2024 and 2025. The stable and predictable EBITDA
generation supports NIH's capacity to serve its debt interest
payments as well partially fund its capex investment program. We
therefore expect NIH to maintain an EBITDA interest coverage of
about 2.8x-3.0x over the next 12-24 months--above our 2.4x
threshold--on the back of resilient EBITDA generation and
stabilizing long-term interest rates. Additionally, we understand
the company's capex is somewhat flexible and that investments will
be funded by internal cash flow generation and asset sales,
reducing the recourse to debt funding. The company has signed asset
sales of about EUR300 million in 2024 which should contribute to
capex and reduce net debt. Additionally, NIH reported a slightly
positive asset revaluation of 0.2% on a like-for-like basis in the
first six months of 2024, with cash flow growth more than
compensating for the slight increase in capitalization (cap) rates.
As a result of visible asset disposal proceeds, internal cash flow
generation and expectations of asset valuation stability going
forward, we expect debt-to-debt-plus-equity to revert below 45% to
about 43%-44% in 2024 from 45.8% as of June 30, 2024, and improving
towards 42%-43% in 2025. We also expect debt-to-EBITDA to remain
8.0x-9.0x in 2024, before trending toward 8.0x by 2025."

S&P said, "We remain vigilant of net debt evolution of NIH in the
context of severe underperformance of the group's retail evolution.
While we understand NIH prioritizes cash flow generation and asset
disposals to fund its investments, which results in stable net debt
evolution, we also understand that given subdued retail operating
performance and negative cash flow generation, the group will
increase interaction with NIH with regards to its hypermarket
surface restructuring plans. This could result NIH needing to
generate more capex since it contributes to restructuring Auchan
Retail's perimeter hypermarket surfaces, meaning higher net debt
and a potential deviation of credit metrics from our base case.

"The negative outlook on NIH reflects continuing retail performance
weakness, which is resulting in a structural deterioration of the
group's creditworthiness. Furthermore, the execution risks relating
to the transformational plan pose a downside to our forecasts.

"We could lower the rating of NIH over the next 12 months if ELO
continues to underperform our base case due to the continued
deterioration of retail operations, higher-than-expected costs from
the transformation plan, or the integration of the Casino stores."
In particular, S&P could lower the rating if:

-- S&P sees no tangible sign of recovery in France's retail
operation performance, such that its EBITDA does not recover from
the estimated 2024 level;

-- S&P Global Ratings-adjusted leverage approaches 5.0x (excluding
Russia); or

-- Cash flow deteriorates further, causing unexpected material
increases in net debt and hampering the liquidity profile.

S&P said, "Although it would not result in a downgrade, we could
lower the 'bbb' SACP on NIH if its ratio of debt to debt plus
equity fails to revert below 45%. This could arise due to more
substantial capex or additional debt-funded acquisitions,
indicating a less prudent financial policy at the subsidiary level
and the potential for negative interference from the group. It
could also happen with more pronounced devaluations than currently
expected, or lower disposals than in our base case. Moreover, we
could lower the SACP if the company's EBITDA interest coverage
ratio decreases to below 2.4x. This would most likely be because of
higher interest rates, higher margins on intragroup financing, or
if its debt-to-EBITDA ratio exceeded 11x on a sustained basis.

"We could revise the outlook to stable if there is a tangible
improvement in profitability and cash-flow generation of Auchan
Retail, such that adjusted leverage (excluding Russia) remains
below 4.5x. We think this would be the case if the company
successfully turned around its retail operations over the medium
term, while shareholder support or disposals keep financing the
transformation and maintain a grip on net leverage.

"We could revise upward our assessment of NIH's SACP if the
company's financial policy becomes more stringent. Such that its
debt-to-debt-plus-equity decreases consistently to 35% or lower,
while maintaining strong EBITDA interest coverage above 4.0x and
debt-to-EBITDA materially below 9.5x. A positive revision would
also hinge on NIH outperforming its peers. That said, such a
revision of the SACP would not result in an upgrade."




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CREDO BANK: Fitch Assigns 'B' LongTerm IDR, Outlook Positive
------------------------------------------------------------
Fitch Ratings has assigned JSC Credo Bank a Long-Term
Foreign-Currency Issuer Default Rating (IDR) of 'B' with a Positive
Outlook and Viability Rating (VR) of 'b'.

Key Rating Drivers

Credo's Long-Term IDR is driven by its standalone profile, as
captured by its VR. The ratings reflect Credo's focus on
potentially volatile and mostly unsecured micro lending, its
limited franchise in the concentrated Georgian banking sector, as
well as high reliance on wholesale funding and only moderate
solvency metrics. The VR also considers the bank's good asset
quality metrics relative to local peers and recently improved
performance.

The Positive Outlook reflects Fitch's view that Georgia's broadly
favourable macroeconomic backdrop will improve the banking sector's
operating environment and underpin stronger performance of local
banks, including Credo.

Strong Economic Growth: Georgia's strong GDP growth, low annual
inflation and resilient local currency have boosted the banking
sector's credit metrics. Fitch forecasts GDP to grow by 5.8% in
2024 and an average of 5% in 2025-2026 (2023:7.5%), underpinned by
a lasting value addition of the large migrant influx to the economy
since 2022. The recent political unrest in Georgia has not
materially affected confidence in the banking system or its
performance to date.

Focus on Micro and Retail: Credo is a mid-sized Georgian bank with
a 3.8% share in sector loans at end-1Q24. The bank's business
activities focus on unsecured micro and retail lending. Credo
obtained a banking license in 2017 after operating as a
microfinance organisation for 10 years. This helped the bank to
develop a deposits franchise, although this remained limited at
1.7% in sector customer accounts at end-1Q24.

Low Dollarisation, Mainly Unsecured Lending: Balance sheet
dollarisation is low relative to most Georgian peers. At end-1Q24,
10% of gross loans were foreign-currency-denominated (sector
average: 45%) and these were almost entirely attributable to the
SME segment, which makes up about a third of gross loans. Unsecured
loans (around half of gross loans) are mainly provided to borrowers
from the micro and retail segments.

High Write-Offs, Strong Reserves Coverage: The share of impaired
loans remained at 0.8% at end-1Q24, below that of peers in Georgia
(sector average: 3%). The relatively low share of impaired loans is
supported by the bank's sizeable write-offs, amounting to 3.7% of
average gross loans in 2023 (2022: 4.9%). Coverage of impaired
loans by total loan loss allowances was a high 2.6x at end-1Q24.

Only Moderate Performance: Credo's high-yield lending, with an
average interest yield of 23% in 2023, translates into a wide net
interest margin (2023: 13%). However, operating performance is
significantly dragged down by high operational costs, a function of
a labour-intensive business model, and elevated cost of risk (3% of
average loans in 2023). Consequently, Fitch believes the bank's
operating profit is only moderate (2.3% of risk-weighted assets in
2023) in risk-adjusted terms considering its higher risk profile.

Below-Average Capital Buffer: The common equity Tier 1 (CET1) and
Tier 1 capital ratios were 13.5% at end-1Q24, which is below peers'
and should be also viewed in light of the bank's inherently risky
micro lending. Headroom above the Tier 1 minimum requirement was a
limited 63bp. However, this is supported by moderate internal
capital generation in absence of dividends distribution.

Wholesale Funding, Good Refinancing Record: Borrowings from
international financial institutions (IFIs) were a large 54% of
liabilities at end-1Q24, and 35% of this had relatively short-term
remaining maturity of up to one year. Liquidity (11% of total
assets) covered only half of the repayments scheduled within the
next 12 months, which is low relative to peers. Risks are mitigated
by Credo's good record of external funding refinancing. The bank's
loans/deposits ratio (218% at end-1Q24) is the highest in the
sector but Fitch expects its deposits to gradually increase.

Rating Sensitivities

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

Fitch could revise the Outlook on the IDR to Stable if Fitch
revised the outlook on the operating environment for Georgian banks
to stable.

The IDR and VR could be downgraded in case of higher loan
impairment charges leading to near break-even performance for
several consecutive quarters. A material weakening in
capitalisation metrics would also be credit negative.

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

An upgrade would require an improvement in the operating
environment, as well maintaining decent performance metrics and
asset quality, and further improving the deposits franchise.
Strengthening of capitalisation with a CET1 ratio sustainably above
15% would also be credit positive.

Credo's Government Support Rating (GSR) of 'ns' (no support)
reflects its view that resolution legislation in Georgia, combined
with a constrained ability by authorities to provide support —
especially in foreign currency — means that government support,
although still possible, cannot be relied on. Fitch believes that
extraordinary support from Credo's shareholders (IFIs), which could
be required, for example, in case of a systemic stress in the
country, can also not be relied upon.

VR ADJUSTMENTS

The asset quality score of 'b+' has been assigned below the implied
score of 'bb' due to the following adjustment: impaired loan
formation (negative).

The earnings and profitability score of 'b+' has been assigned
below the implied score of 'bb' due to the following adjustment:
revenue diversification (negative).

The capitalisation and leverage score of 'b' has been assigned
below the implied score of 'bb' due to the following adjustment:
business model and risk profile (negative).

ESG Considerations

Credo has an ESG Relevance Score of '3' for Exposure to Social
Impacts (a deviation from the sector guidance of '2' for comparable
banks), given the bank's focus on microfinance lending, although
this only has a minimal credit impact on the entity and minimal
relevance for the ratings.

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           
   -----------                     ------           
JSC Credo Bank    LT IDR             B  Publish
                  ST IDR             B  Publish
                  Viability          b  Publish
                  Government Support ns Publish



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

NORIA DE 2024: Fitch Assigns 'B+sf' Final Rating to Class F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Noria DE 2024 final ratings, as detailed
below.

   Entity/Debt           Rating             Prior
   -----------           ------             -----
Noria DE 2024

   A FR001400R8K6    LT AAAsf  New Rating   AAA(EXP)sf
   B FR001400R8L4    LT AA-sf  New Rating   AA-(EXP)sf
   C FR001400R8G4    LT A-sf   New Rating   A-(EXP)sf
   D FR001400R8M2    LT BBBsf  New Rating   BBB(EXP)sf
   E FR001400R8H2    LT BBsf   New Rating   BB(EXP)sf
   F FR001400R8I0    LT B+sf   New Rating   B+(EXP)sf
   G FR001400R8J8    LT NRsf   New Rating   NR(EXP)sf

Transaction Summary

Noria DE 2024 is a securitisation of unsecured consumer loans
originated by BNP Paribas S.A., German Branch (Consors Finanz;
CoFi; A+/Stable/F1). The transaction has an 11-month revolving
period. The class A to G notes will then pay down pro rata until a
performance or another sequential payment trigger is breached.

This is the first public securitisation of German unsecured
consumer loans under the Noria brand. Fitch has rated sibling
transactions involving French and Spanish consumer loans.

KEY RATING DRIVERS

Comparatively High Historical Defaults: Fitch has set its default
base case at 9% based on the historical performance of CoFi
originations and considering its economic expectations. Fitch
applied a below the median weighted average (WA) default multiple
of 4.25x at 'AAA'. Fitch assumed a recovery base case of 25% and a
recovery haircut of 55% at 'AAA'. The resulting loss rates are
among the highest in Fitch-rated German unsecured loans
transactions.

High Excess Spread Available: The WA interest rate of the
provisional pool is around 9.8%. This creates ample excess spread,
which can compensate for defaults via principal deficiency ledgers
(PDL). A replenishment limit on the minimum average interest rate
of the additional purchased receivables ensures that excess spread
will not change significantly during the revolving period.

Pro Rata Length Key: The transaction amortises pro rata after the
end of the revolving period until a sequential payment trigger is
breached. The full repayment of senior notes is dependent on the
length of the pro rata attribution of principal funds. Fitch
considers the PDL trigger most effective to stop the pro rata
period in the event of performance deterioration. In its driving
'AAA' scenario, the PDL trigger would be breached five months after
the end of the revolving period and until then the notes would
amortise pro rata.

Counterparty Risks Addressed: The transaction has a fully funded
liquidity reserve for payment interruption scenarios. There are
also reserves for commingling and set-off risk, which will be
funded if the seller is downgraded below rating thresholds of 'BBB'
and 'F2'. All reserves are adequate to cover the relevant
exposures, in its view. Rating triggers and remedial actions for
the account bank and swap counterparty are adequately defined and
in line with its criteria.

RATING SENSITIVITIES

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

Sensitivities to higher default rates and lower recoveries are
shown below:

Defaults increase by 25%

Class A; 'AAsf'; Class B: 'Asf'; Class C: 'BBBsf'; Class D:
'BB+sf'; Class E: 'BB-sf'; Class F: 'CCCsf'

Recoveries decrease by 25%

Class A; 'AA+sf'; Class B: 'A+sf'; Class C: 'BBB+sf'; Class D:
'BBB-sf'; Class E: 'BBsf'; Class F: 'B+sf'

Defaults increase by 25% and recoveries decrease by 25%

Class A; 'AAsf'; Class B: 'Asf'; Class C: 'BBBsf'; Class D:
'BB+sf'; Class E: 'Bsf'; Class F: 'NRsf'

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

Sensitivities to lower default rates and higher recoveries are
shown below:

Defaults decrease by 25%

Class A; 'AAAsf'; Class B: 'AA+sf'; Class C: 'A+sf'; Class D:
'A-sf'; Class E: 'BBB-sf'; Class F: 'BB+sf'

Recoveries increase by 25%

Class A; 'AAAsf'; Class B: 'AA-sf'; Class C: 'Asf'; Class D:
'BBB+sf'; Class E: 'BB+sf'; Class F: 'BBsf'

Defaults decrease by 25% and recoveries increase by 25%

Class A; 'AAAsf'; Class B: 'AA+sf'; Class C: 'AA-sf'; Class D:
'Asf'; Class E: 'BBBsf'; Class F: 'BBB-sf'

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 reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.

Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.

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

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.

PFLEIDERER GROUP: S&P Lowers ICR to 'CC' on Debt Restructuring Deal
-------------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Germany-based wood panel manufacturer Pfleiderer Group B.V. & Co.
KG and its issue credit rating on its EUR750 million senior secured
notes to 'CC' from 'CCC'.

The negative outlook indicates that S&P will lower its ratings on
the company and its senior secured notes to 'SD' (selective
default) or 'D' (default) upon the transaction's completion.

On Aug. 2, 2024, Pfleiderer announced it had received consent from
approximately 99% of its noteholders to extend the maturities of
its EUR750 million senior secured notes (SSNs) by three years.
Lenders will receive a margin uplift (albeit accruing) and owner
Strategic Value Partners will provide EUR75 million equity. The
company intends to use the proceeds from the equity injection to
fund growth initiatives.

The group has received 99% consent for its proposed debt
restructuring. The agreement with lenders extends the maturity of
the company's senior secured facilities by three years. The
maturity of the EUR350 million floating-rate notes (FRNs) and the
EUR400 million SSNs moves to April 2029 from April 2026. At the
same time, the maturity of the EUR65 million RCF moves to January
2029 from October 2025, fully consented to by the RCF lenders. The
transaction includes an increasing call premium, equivalent to an
additional payment-in-kind margin of 75 basis points (bps) for the
FRNs; and 400 bps for the SSNs. Noteholders are also being offered
a 100 bps exit fee (capitalized) and a 100 bps early bird fee. The
early bird consent fee will be capitalized on the transaction's
closing.

S&P said, "We view the proposed transaction as distressed. Without
it, we think there is a realistic possibility of a conventional
default on the SSNs in the next two years. Our view reflects
Pfleiderer's negative free operating cash flow (FOCF) and high debt
burden. We also view the proposed transaction as falling short of
the original promise to lenders. We do not view the proposed call
premium and consent fees as adequate compensation for lenders'
losses relating to the proposed debt structure changes. Also, the
accrued margin's payment is contingent upon a successful
refinancing of the debt instruments by 2029.

"The negative outlook indicates that we will lower our issuer
credit rating on Pfleiderer and our issue rating on the senior
secured notes to 'SD' or 'D' upon the transaction's completion. We
could then rate the company based on our assessment of its business
plan and credit metrics under the new capital structure."




=============
I R E L A N D
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AQUEDUCT EUROPEAN 1-2017: Moody's Affirms B1 Rating on Cl. F Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Aqueduct European CLO 1-2017 Designated Activity
Company:

EUR27,000,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Aaa (sf); previously on Feb 22, 2024
Upgraded to Aa1 (sf)

EUR20,000,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to A1 (sf); previously on Feb 22, 2024
Upgraded to A2 (sf)

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

EUR234,000,000 (current outstanding amount EUR58,996,435) Class
A-R Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on Feb 22, 2024 Affirmed Aaa (sf)

EUR54,000,000 Class B-R Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Feb 22, 2024 Affirmed Aaa
(sf)

EUR24,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba1 (sf); previously on Feb 22, 2024
Upgraded to Ba1 (sf)

EUR11,300,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed B1 (sf); previously on Feb 22, 2024
Affirmed B1 (sf)

Aqueduct European CLO 1-2017 Designated Activity Company, issued in
June 2017 and partially refinanced in March 2021, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by HPS Investment Partners CLO (UK) LLP. The transaction's
reinvestment period ended in June 2021.

RATINGS RATIONALE

The rating upgrades on the Class C-R and D-R notes are primarily a
result of the significant deleveraging of the senior notes
following amortisation of the underlying portfolio since the last
rating action in February 2024.

The affirmations on the ratings on the Class A-R, B-R, E and F
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-R notes have paid down by approximately EUR53.0 million
(22.7%) since the last rating action in February 2024 and EUR175.0
million (74.8%) 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 169.21%, 143.62%, 129.15%, 115.22% and 109.65% compared
to January 2024 [2] levels of 151.39%, 133.59%, 122.88%, 112.10%
and 107.66%, 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: EUR217.87mn

Defaulted Securities: none

Diversity Score: 38

Weighted Average Rating Factor (WARF): 3119

Weighted Average Life (WAL): 2.96 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.47%

Weighted Average Coupon (WAC): 3.96%

Weighted Average Recovery Rate (WARR): 44.40%

Par haircut in OC tests and interest diversion test: none

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, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance methodology" published in October 2023. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

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

Additional uncertainty about performance is due to the following:

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

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.

ARES EUROPEAN VI: Moody's Ups Rating on EUR20.4MM E-R Notes to Ba1
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Ares European CLO VI DAC:

EUR21,700,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Aa1 (sf); previously on Feb 8, 2024
Upgraded to Aa3 (sf)

EUR17,300,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to A2 (sf); previously on Feb 8, 2024
Affirmed Baa1 (sf)

EUR20,400,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Ba1 (sf); previously on Feb 8, 2024
Affirmed Ba2 (sf)

EUR4,700,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Ba3 (sf); previously on Feb 8, 2024
Affirmed B1 (sf)

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

EUR208,150,000 (current outstanding amount EUR92,184,794) Class A
Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on Feb 8, 2024 Affirmed Aaa (sf)

EUR39,250,000 Class B-1 Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Feb 8, 2024 Upgraded to Aaa
(sf)

EUR5,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2030,
Affirmed Aaa (sf); previously on Feb 8, 2024 Upgraded to Aaa (sf)

Ares European CLO VI DAC, issued in September 2013, refinanced in
April 2017 and in March 2021, is a collateralised loan obligation
(CLO) backed by a portfolio of mostly high-yield senior secured
European loans. The portfolio is managed by Ares European Loan
Management LLP. The transaction's reinvestment period ended in
April 2021.

RATINGS RATIONALE

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

The affirmations on the ratings on the Class A, Class B-1 and Class
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 EUR70.9 million
(34.11%) since the last rating action in February 2024 and EUR115.9
million (55.7%) 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 and Class E OC ratios are reported at
152.08%, 135.79%, 125.11% and 114.49% compared to February 2024 [2]
levels of 145.48%, 131.70%, 122.46% and 113.09%, 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: EUR229.3m

Defaulted Securities: EUR3.5m

Diversity Score: 38

Weighted Average Rating Factor (WARF): 2847

Weighted Average Life (WAL): 3.01 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.44%

Weighted Average Coupon (WAC): 3.92%

Weighted Average Recovery Rate (WARR): 43.6%

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, such as account bank and swap provider,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance methodology" published in October 2023.
Moody's concluded the ratings of the notes are not constrained by
these risks.

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

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

Additional uncertainty about performance is due to the following:

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

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

-- 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.



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

SAIPEM SPA: S&P Affirms 'BB+' Long-term ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term issuer credit
rating on Italian multinational energy services company Saipem
SpA.

The stable outlook reflects S&P's expectation that Saipem's strong
performance over the coming two years will enable the company to
continue its debt reduction and build rating headroom.

S&P said, "The upward revision of Saipem's SACP to 'bb+' from 'bb'
reflects our expectation of strong operating results and materially
lower leverage, with FFO to debt comfortably above 45% over the
coming years. Saipem is taking advantage of the currently
supportive market conditions, which should enable it to expand
EBITDA to about EUR1.4 billion this year and EUR1.4 billion-EUR1.6
billion over 2025-2026 if industry conditions remain supportive.
Based on Saipem's strong EBITDA and cash flow generation, we expect
FFO to debt of about 50%-60% in 2024 and potentially more than 60%
in 2025. We expect Saipem's discretionary cash flow will remain
positive over the coming years. This is because the company's
recently announced dividend policy stipulates payments of 30%-40%
of free cash flows after lease payments as dividends. This should
enable the company to reduce its debt through cash accumulation and
debt repayments. Notably, we expect Saipem will be able to maintain
FFO to debt above 30% in the case of a moderate industry downturn.
This ultimately justifies an upward revision of its SACP."

Further SACP and rating upside are conditional to Saipem
maintaining annual EBITDA of at least EUR1.5 billion, coupled with
a conservative financial policy that supports FFO to debt above
60%.Saipem's business is inherently volatile and subject to
industry conditions. The company's backlog achieved an all-time
high of EUR30.5 billion as of June 30, 2024, which should enable it
to generate annual EBITDA of EUR1.4 billion-EUR1.6 billion over the
next 2-3 years. However, Saipem's ability to maintain a high
backlog is yet to be tested as the build-up in recent years is
unprecedented. To achieve a higher rating level, Saipem would need
to demonstrate its ability to maintain a high backlog, translating
into a good visibility on EBITDA generation. S&P said, "Considering
the current conservative financial approach and dividend policy, we
estimate recurring EBITDA of at least EUR1.5 billion are necessary
to maintain FFO to debt above 60% on a sustainable basis. We note
that--as the backlog composition changes and considering Saipem's
lower reliance on low-margin onshore engineering and construction
(E&C) activities--the nominal backlog could reduce without
compromising the company's ability to generate EBITDA. This could
be supported by another improvement in EBITDA margins beyond 10%.
Finally, Saipem's conservative approach to debt management, the
gradual reduction of gross and net debt, and prudent distribution
policies should enable Saipem to achieve a higher rating."

S&P said, "Eni's sale of a 10% stake in Saipem demonstrated that
Saipem is not a strategic affiliate of Eni and led us to remove
group support from our rating. On June 12, 2024, Eni announced that
it had completed the sale of a 10% stake in Saipem for EUR393
million. The transaction fits Eni's strategy of receiving up to
EUR8 billion in net proceeds from non-strategic asset sales over
the coming years. Eni has a shareholder agreement with Italian
state-owned investment bank Cassa Depositi e Prestiti Equity SpA
(CDP), which holds a 12.8% stake in Saipem. The agreement enables
Eni and CDP to pool their stakes to a combined 25%, which means
they can exercise significant control and nominate most board
members, according to Italian law. The shareholder agreement is not
permanent and has to be reviewed occasionally, with the next
revision due in January 2025. Due to the low visibility on the
shareholder agreement and Eni's stake evolution, we do not view
support to Saipem from Eni as a given. We tend to view Eni's
capital injection in 2022 as a one-off that was triggered by the
severe challenges Saipem was facing at that time.

Saipem's focus on offshore activities should further improve its
profitability, while the company's industry-leading EUR30.5 billion
backlog supports visibility over the coming years. Saipem's
strategic refocusing of its backlog on offshore E&C
activities--which accounted for 53% of the backlog in the first
half of 2024, versus 48% in the same period in 2023--contributes to
continuing margin improvement. This, together with the reduced
effects of low-margin legacy projects--including the wind offshore
project in France--and strong project execution, led to reported
EBITDA of EUR565 million and EBITDA margins of 8.8% in the first
half of 2024, compared with EUR410 million and 7.7%, respectively,
in the first half of 2023.

S&P said, "We expect EBITDA margins will approach 10% in 2024.In
the case of further improvements in project composition in 2025, no
effects from outstanding legacy projects, and benefits from ongoing
cost cutting programs, we forecast EBITDA margins will improve
toward 10.5%-11.0% over 2025-2026.

"The stable outlook reflects our expectation that Saipem's strong
performance over the coming two years will enable the company to
continue to (i) reduce leverage through stronger cash flow
generation and gradual debt reduction and (ii) build rating
headroom.

"We also expect Saipem will gradually build a track record of
improving margins through backlog transformation and efficiency
measures because supportive energy prices continue to support a
healthy pipeline for the E&C industry and offshore drilling.
Eventually, we expect Saipem's business resilience will improve in
a more challenging market environment.

"Under our base-case scenario, we project EBITDA of about EUR1.3
billion-EUR1.5 billion over 2024-2025, compared with a normalized
EBITDA over the cycle of about EUR1.1 billion-EUR1.2 billion. This
will translate into positive free operating cash flow (FOCF) above
EUR400 million. We expect the company will maintain adjusted FFO to
debt of at least 45% in the current market conditions and of at
least 30% during the trough of the cycle.

"Following the re-assessment of the company's SACP and its sizeable
backlog, we view rating pressure as remote.

"E&C companies must be able to deliver large projects on time and
on budget. Hence, any large cost overruns that would lead to
materially negative FOCF or impair Saipem's reputation could lead
to a downgrade."

Alternatively, rating pressure could arise if the current market
conditions reversed and the company's backlog deteriorated over a
prolonged period, without Saipem adjusting its leverage
accordingly. This could happen if the backlog decreased below EUR15
billion and S&P Global Ratings-adjusted debt remained at the
current level of about EUR1.9 billion.

S&P could upgrade Saipem if the company:

-- Adopts a public financial policy with clear leverage targets
and demonstrates that it can meet these targets; or

-- Builds a track record of continuously low leverage that is
comparable with that of peers.

A particular backlog size does not support a higher rating. At the
same time, a backlog of more than EUR20 billion, compared with
about EUR30.5 billion as of June 2024, should provide Saipem with
sufficient financial flexibility over the medium term to generate
material cash flows and reduce its absolute debt. Maintaining a
significantly larger backlog with higher debt, however, would
require clear evidence that the company does not compromise on the
quality of projects.

Consequently, an upgrade would hinge on:

-- Adjusted FFO to debt above 60% over the upper part of the
cycle, with a trough of 45%;

-- Saipem generating positive FOCF, excluding changes in working
capital; and

-- Further improvements in the company's liquidity position.


TELECOM ITALIA: Fitch Hikes LongTerm IDR to 'BB', Outlook Stable
----------------------------------------------------------------
Fitch Ratings has upgraded Telecom Italia S.p.A.'s (TIM) Long-Term
Issuer Default Rating (IDR) to 'BB' from 'BB-'. The Outlook is
Stable. All ratings have been removed from Rating Watch Positive
(RWP).

The upgrade follows the completion of TIM's announced disposal of
the main part of its fixed-line network assets (NetCo) to Optics
Bidco SPA (Optics; BB/Stable), a vehicle led by funds managed by
Kohlberg Kravis Roberts & Co. L.P., in July 2024. Including
repayments from disposal proceeds, deconsolidation actions, and
reimbursements at maturity, TIM's gross debt, as calculated by
Fitch, will decrease to approximately EUR13 billion by end-2024.

The reduction in debt offsets the weakening in TIM's operating
profile following the disposal of NetCo. The company's leverage
profile is at the upper end of the rating, but free cash flow (FCF)
is likely to remain weak in the short to medium term as the company
completes its planned debt reduction following the disposal of
NetCo and makes progress in executing its business plan. Its cash
from operations (CFO) - capex/debt metric remains negative in 2024,
gradually improving to 1.4% in 2026. Consistent operating results
and execution of management's plan that leads to sizeable
improvement in FCF could drive further positive rating momentum,
subject to maintaining a conservative capital allocation policy.

Key Rating Drivers

Liability Management Reduces Debt: By 2024, Fitch calculates TIM
will have reduced its financial debt by approximately EUR13 billion
to EUR13.2 billion. This is a key driver of the upgrade to 'BB'.
This reduction was primarily due to network disposal proceeds and
related debt deconsolidation. It followed a liability management
exercise that transferred around EUR5.5 billion in senior unsecured
notes to Optics at its closing in July 2024. Additional debt
reimbursements and deconsolidation efforts contributed to a further
EUR6 billion reduction in gross debt.

Net Deleveraging After Disposal: Following the network disposal,
TIM has reduced gross debt but also kept sizeable cash amounts,
significantly lowering its financial risk. Fitch forecasts net debt
of approximately EUR8.5 billion for TIM in 2024. Fitch calculates
EBITDA net leverage at 2.6x for 2024 gradually improving to 2.4x in
2027. Management will now have EBITDA net leverage headroom to
execute its business plan as this is no longer a rating constraint.
TIM's debt maturities are predominantly concentrated in the medium
term, with about 50% of the residual debt due by 2027.

Potential Upside from Extraordinary Transactions: TIM may benefit
from additional strategic options to further reduce its debt, such
as the divestment of Sparkle (the submarine cables network) and its
stake in Infrastrutture Wireless Italiane S.p.A. (BBB-/Stable).
Additionally, a compensation payment from the 1998 concession
charge dispute could significantly aid deleveraging, as TIM's
stance has prevailed in the first two of three courts in the
Italian judicial system. The potential compensation amount of
around EUR1 billion will reduce TIM's EBITDA net leverage by 0.3x
based on Fitch's estimate. However, the timing and proceeds of
these actions remain uncertain so they are not reflected in its
rating case.

Weak Cash Flow Generation: Fitch expects CFO-capex/debt to remain
weak for its ratings, albeit improving to 1.3%-1.4% in 2026-2028
from negative 4.4% in 2024. This reflects a combination of the
company's cost structure that is likely to improve over time,
initial high interest costs, restructuring costs and investment
requirements. However, TIM's strong market position in both Italian
and Brazilian mobile markets provides some profit predictability,
despite increased foreign-exchange (mostly conversion) risks from
Brazil.

TIM's focus is now on its business plan post-demerger, which has
some execution risks. Strengthening operating performance over the
next 12 to 18 months (potentially ahead of Fitch's expectations),
along with additional deleveraging initiatives, will be key to
assess future cash flow strength and the rating trajectory.

Enterprise Drives EBITDA Growth: Fitch expects TIM's revenue growth
post-disposal to average around 1% annually, with enterprise
division growth offset by slower growth in the consumer and
Brazilian businesses after currency conversion. Fitch projects
TIM's EBITDA CAGR at about 2.7% from 2024 to 2027, supported by
gradual margin improvement. The enterprise division is the
strongest contributor, with an estimated CAGR of around 7.1%,
leveraging its strong competitive position in relevant markets.
Conversely, a tougher competitive environment limits the consumer
division to approximately 2.6% growth.

Brazil's Relevance Increases: TIM retains a strong position in
Brazil as the third-largest mobile operator, with profitable
operations. However, foreign exchange and business volatility risks
will weigh more on the new TIM business perimeter. Fitch expects
real-denominated revenues and EBITDA from Brazil, to have 4.5% and
5.1% CAGR, respectively, from 2024 to 2027, representing just below
50% of consolidated EBITDA, albeit subject to real depreciation
versus the euro.

The currency mismatch between real-denominated profits and
euro-denominated debt poses a risk, but Fitch currently sees it as
having only a moderate impact on TIM's financial leverage capacity
for its rating.

Derivation Summary

TIM's sale of its core infrastructure results in the loss of
related stable and predictable network-related profits. No longer a
vertically integrated operator, Fitch calculates TIM's debt
capacity has reduced. However, the significant deleveraging
achieved post-disposal has improved the company's financial
profile, more than compensating for the relative weakening of its
operating profile.

Pro forma the completed disposal, TIM combines leading domestic
mobile and fixed-line operations with a strong mobile operations in
Brazil. Geographically, TIM's domestic and Brazilian operations
contribute almost equally to EBITDA, with mobile retail operations
largely prevailing over fixed retail. Fitch believes TIM now
compares well with asset-light fixed-line operators such as Nuuday
A/S (B/Stable), fixed and mobile service providers like Iliad SA
(BB/Stable), and mobile pure-play operators such as Telefonica
Deutschland Holding AG (TEF DE; BBB/Stable).

Fitch views TIM's new operating profile as stronger than Nuuday's,
primarily due to TIM's consolidated leading positions in the
domestic fixed retail and business-to-business channels, as well as
owning mobile networks in Italy and Brazil. In contrast, Nuuday
leads by market share in the smaller Danish market and does not own
networks, which offsets the absence of FX risk for Nuuday in
comparison to TIM.

TIM's market share for its domestic operations is also stronger
than Iliad's. However, Iliad benefits from ongoing investments in
proprietary fibre and mobile networks in France. Like Nuuday, Iliad
has no foreign-exchange risk.

Finally, Fitch sees TIM's business profile as stronger than TEF
DE's. TEF DE has a relatively weaker position in its domestic
market, as a top-three player, while TIM leads in Italy.
Additionally, TEF DE has a higher reliance on wholesale revenues in
mobile, which implies higher revenue and margin volatility compared
with TIM's solid position in retail.

Key Assumptions

Pro-forma revenue growth of around 1% CAGR in 2025-2028

BRL assumed to depreciate by around 4% annually through 2027

Fitch-defined EBITDA margin of 24% in 2024 gradually increasing to
slightly above 25% in 2027

Capex at slightly below 15.5% of revenue in 2024 decreasing to
14.5% in 2026

No dividends assumed

No other inorganic deleveraging (e.g. from asset divestments)
currently factored in

RATING SENSITIVITIES

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

- Net debt to EBITDA sustainably below 2.7x

- CFO - capex/gross debt reaching 5% by 2027, with a structural
trend moving towards 9%, reflecting a more dynamic revenue and
profitability profile or lower capex without compromising the
longer-term competitive position

- Accelerated deleveraging by inorganic means (e.g. from asset
divestments)

- EBITDA contribution from domestic operations remaining above 50%
with manageable exposure to EBITDA contribution from Brazil
limiting foreign-exchange risks

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

- Net debt to EBITDA sustainably above 3.2x

- Delays in achieving expected cost-savings or tangible worsening
of operating conditions weakening profitability and FCF generation
translating into CFO - capex/gross debt staying weak by 2027, and
structurally below 7% over the longer term

- Sustained competitive pressure in domestic mobile, fixed and
enterprise segments, driving significant losses in service revenue
market share in the domestic market

- Material EBITDA contribution from Brazil substantially increasing
the company's foreign-exchange risk exposure

- EBITDA/interest paid decreasing to below 4.5x

Liquidity and Debt Structure

Liquidity Supports Reimbursements: As of 1Q24, TIM's post-disposal
liquidity was EUR7.8 billion, with undrawn committed facilities
amounting to around EUR4 billion. The company has executed a
complex liability management exercise in connection with the
disposal of NetCo, made additional debt repayments, and potentially
resized its revolving credit facility to match the post-disposal
scale. Cash reserves cover maturities up to 2025, with an extra
buffer of around EUR1.5 billion in that year.

With maturities well covered for 2024 and 2025 and a staggered
profile for future debt maturities, TIM has some flexibility to
manage its refinancing needs. Fitch assumes the current cash on
balance sheet will serve maturities only until 2025, but future
dividend plans may impact liquidity and consequently TIM's
refinancing needs.

Issuer Profile

TIM is the incumbent telecom carrier in Italy, with leading market
positions in both fixed-line and mobile in its domestic market. The
company owns 67% of the third-largest mobile operator in Brazil,
TIM Brazil.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

ESG Considerations

TIM has an ESG Relevance score of '4' for Governance Structure.
This reflects historical conflicts between TIM's shareholders and
frequent changes to senior management. This also mirrors the recent
governance disagreements between shareholders in the context of the
announced disposal of NetCo. This has a negative impact on the
credit profile and is relevant to the ratings in conjunction with
other factors.

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

   Entity/Debt            Rating        Recovery   Prior
   -----------            ------        --------   -----
Telecom Italia
Capital

   senior
   unsecured        LT     BB  Upgrade    RR4      BB-

Telecom Italia
S.p.A.              LT IDR BB  Upgrade             BB-

   senior
   unsecured        LT     BB  Upgrade    RR4      BB-

Telecom Italia
Finance SA

   senior
   unsecured        LT     BB  Upgrade    RR4      BB-



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

PB INTERNATIONAL: Fitch Affirms 'C' Rating on Sr. Unsecured Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed Indonesia-based garment manufacturer PT
Pan Brothers Tbk's Long-Term Issuer Default Rating (IDR) at 'RD'.
Fitch has also affirmed the rating on the USD171 million senior
unsecured notes due December 2025, issued by PB International B.V.
at 'C' with a Recovery Rating of 'RR4'. At the same time, Fitch
Ratings Indonesia has affirmed the National Long-Term Rating at
'RD(idn)'.

The rating action follows Pan Brothers' extension of its court
restructuring process, as it requires more time to verify creditor
claims. Nevertheless, underlying operations are continuing and the
company is not in a winding up or liquidation procedure. Fitch
believes a near-term resolution is unlikely.

'RD' ratings indicate an issuer has experienced an uncured payment
default on a bond, loan or other material financial obligation but
has not entered into bankruptcy filings, administration,
receivership, liquidation or other formal winding-up procedures and
has not otherwise ceased business.

Key Rating Drivers

Court Restructuring Extended: Pan Brothers extended its court
restructuring process by up to 120 days until 22 November 2024,
amid delays in verifying creditor claims. A large number of claims
have been received by the administrators, as several creditors have
submitted claims owed by not just Pan Brothers but also some of its
units. Hence, verification of Pan Brothers' total indebtedness will
need to be completed before it can deliver its debt recast
proposal.

Interest Reserve Account Debited: Pan Brothers' trustee released
USD6.5 million in its interest reserve account (IRA) on 14 July
2024. This amount will presumably be used to settle the outstanding
payment of a semi-annual coupon (due 26 January 2024) on its USD171
million notes due December 2025.

However, the bond indenture stipulates that Pan Brothers must
ensure that there is the equivalent of one semi-annual coupon
amount in the IRA at all times. Pan Brothers intends to request to
replenish this amount in instalments given its tight cash flow. It
is unknown when this will be fulfilled as the company has an
ongoing court restructuring, and will suspend any debt or interest
payments.

Liquidity Crisis: Pan Brothers' short-term liquidity is critically
weak. Pan Brothers had about USD20.7 million in cash at 1Q24, which
included the USD6.5 million in restricted cash in the IRA.
Negotiations continue on the extension of its USD124 million
syndicated loan that was due December 2023, as the company does not
have cash to repay the loan. A waiver had been granted by the panel
banks until 1 April 2024 for completion but discussions have gone
past this deadline.

The company also has high working-capital requirements and limited
access to new funding. It will have to rely on existing bank lines
and its limited cash balance to fund working capital needs.
Liquidity pressure is heightened, as Fitch expects working capital
to remain slightly negative and there are annual maintenance capex
requirements too.

Declining Revenue: Fitch estimates revenue to have declined by
around 3% in 2024 on weaker customer demand, with a modest recovery
in 2025. Fitch forecasts the EBITDA margin to remain around 8%, due
to the company's cost-plus margin model.

ESG - Management Strategy: Improvement in its cash generation is
dependent on Pan Brothers' strategy development and implementation
in terms of working-capital and debt-maturity management. The
company's debt repayment and refinancing capacity relies on its
ability to attract new bank lenders beyond previous and current
lenders, or finding alternative sources of funding.

Derivation Summary

The rating reflects Pan Brothers' ongoing in-court restructuring.

Key Assumptions

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

- Revenue to drop by 3% in 2024, before low single-digit growth in
2025 as demand recovers;

- Stable EBITDA margin of around 8% in 2024 onwards on the
company's cost-plus margin model;

- Capex of around USD5 million in 2024 in the absence of capacity
expansion;

- No dividend payments in 2024-2027.

Recovery Analysis

The recovery analysis assumes that Pan Brothers would be
reorganised as a going-concern in bankruptcy rather than
liquidated. Fitch assumes a 10% administrative claim.

Going-Concern Approach

- The going-concern EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level upon which Fitch
bases the enterprise valuation (EV).

- Fitch estimates EBITDA at USD55 million to reflect industry
conditions and competitive dynamics.

- An EV multiple of 5x EBITDA is applied to the going-concern
EBITDA to calculate a post-reorganisation EV. The multiple factors
in Pan Brothers' customer quality and stable demand. The multiple
also applies a discount from the median of around 8x for comparable
Asian apparel peers, which are generally larger than Pan Brothers.

- The going-concern EV corresponds to a 'RR2' Recovery Rating for
the senior unsecured notes after adjusting for administrative
claims. Still, Fitch has rated the notes at 'C' with a Recovery
Rating of 'RR4' because, under the Country-Specific Treatment of
Recovery Ratings Criteria, Indonesia is classified under the Group
D of countries in terms of creditor friendliness, and instrument
ratings of issuers with assets located in this group are subject to
a soft cap at the issuer's IDR and a Recovery Rating of 'RR4'.

RATING SENSITIVITIES

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

- Fitch would reassess Pan Brothers' credit profile and debt
issuance if a debt restructuring process is completed or there is
successful resolution to the current default.

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

- Fitch may downgrade the ratings to 'D' if Pan Brothers has
entered into bankruptcy filings, administration, receivership,
liquidation or other formal winding-up procedures, or otherwise
ceased business.

Liquidity and Debt Structure

Insufficient Liquidity: Pan Brothers had USD21 million of available
cash and no known committed undrawn facilities at end-March 2024.
This is insufficient to cover short-term debt maturities, which
largely constitute a USD123 million syndicated loan that matured on
1 January 2024. The IRA has since been debited for the January 2024
coupon. Fitch also estimates free cash flow to have been negative
in 2024 onwards, driven by a weaker working-capital position, which
will further drag on liquidity.

Issuer Profile

Pan Brothers is one of Indonesia's largest garment manufacturers,
with Adidas and Uniqlo as its main customers. The company has a
production capacity of up to 117 million pieces a year, and exports
represented around 94% of total sales in 2023.

ESG Considerations

Pan Brothers has an ESG Relevance Score of '5' for Management
Strategy, due to the impact of its strategy development and
implementation in terms of working-capital management and funding.
This has a negative impact on the credit profile, and is highly
relevant to the rating, resulting in the weak liquidity position
and high refinancing risk that underpins the rating.

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
   -----------                ------           --------   -----
PT Pan Brothers Tbk    LT IDR  RD     Affirmed            RD
                       Natl LT RD(idn)Affirmed            RD(idn)

PB International B.V.

   senior unsecured    LT      C      Affirmed   RR4      C



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

KRONOSNET CX: EUR870MM Bank Debt Trades at 29% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Kronosnet CX Bidco
2022 SL is a borrower were trading in the secondary market around
70.9 cents-on-the-dollar during the week ended Friday, Aug. 2,
2024, according to Bloomberg's Evaluated Pricing service data.

The EUR870 million Term loan facility is scheduled to mature on
October 25, 2029. The amount is fully drawn and outstanding.

KronosNet CX Bidco 2022, S.L. entered into a EUR350 million
guaranteed senior secured term loan A (TLA), a EUR450 million
guaranteed senior secured term loan B (TLB) and a EUR175 million
guaranteed senior secured revolving credit facility (RCF) in 2022.
The EUR800 million guaranteed senior secured term loans were used
as part of the financing package for the acquisition of Comdata
S.p.A. by Giralda Holding Conexion, S.L.U. ("Konecta"); the
remaining capital structure consisted of EUR1.2 billion equity and
around EUR250 million in rolled over debt and lease obligations.

As part of the deal, Intermediate Capital Group (ICG) was to hold
78% of the company while 22% of the shares would be held by the
company's founders and management team.

The new Kronos group is expected to be a leading pan-European and
LatAm CX BPO Player. KronosNet's country of domicile is Spain.



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

ANADOLU EFES: Fitch Keeps 'BB+' LongTerm IDR on Watch Negative
--------------------------------------------------------------
Fitch Ratings has maintained Anadolu Efes Biracilik ve Malt Sanayii
A.S.'s (Efes) Long-Term Issuer Default Rating (IDR) and senior
unsecured rating of 'BB+' on Rating Watch Negative (RWN). The
Recovery Rating is 'RR4'.

The maintained RWN continues to reflect uncertainty about the
company's ability to repatriate profits generated in Russia as well
as the final terms of the acquisition of its partner's stake in the
jointly-owned AB InBev Efes B.V. (ABI Efes) operations in Russia
and Ukraine. Although Efes has announced that it will not raise any
no additional debt for the transaction, the final terms and timing
remain unclear and contingent on obtaining regulatory approvals
from Russia and Ukraine authorities.

Fitch will resolve the RWN once there is approval of the
acquisition as well as clarity over Efes' access to profits in
Russia. Continuing restrictions on dividend repatriation or
prolonged inability of Efes to access cash in Russia may lead us to
remove the Russian business from the scope of Efes' operations,
resulting in an increase in leverage and potentially leading to a
multi-notch downgrade.

Efes continues to demonstrate resilient operating performance amid
a challenging input cost environment, with strong financial results
in 2023 and 1Q24. Its credit profile also benefits from adequate
liquidity, including hard-currency cash balances.

Key Rating Drivers

M&A Pending Approval: Efes' remains in negotiations of a buyout of
its 50% JV partner Anheuser Busch InBev NV/SA's (ABI) stake in
Russia. Efes has guided that no additional debt will be raised and
no upfront payment be made for the acquisition, which could be
credit positive. However, final payment terms and changes to the
brand portfolio and operations in Russia remain unclear in its view
and together with any update on Efes' access to the profits in the
country will define its credit profile post-acquisition. This is
reflected in the RWN.

No Access to Russian Profits: Russia is the main contributor to
Efes' overseas earnings (around two-thirds of EBITDA based on
Russia and Ukraine proportionate consolidation). Restrictions on
dividend payments in Russia to foreign parents, introduced in
connection with Russia's war in Ukraine, limit Efes' access to the
JV's cash flows. Fitch assumes that following more than two years
of negotiations the buyout of the ABI's stake in the Russian JV
will be approved in 2024. This may also provide some certainty
surrounding Efes' ability to repatriate profits generated in
Russia.

Should these restrictions continue for longer, Fitch would likely
assess Efes' credit profile by deconsolidating the Russian
operations, which would adversely affect the company's scale,
leverage and diversification, and lead to a multi-notch downgrade.

Deleveraging Trajectory: Fitch expects that Efes' financial profile
will be intact if the transaction proceeds in line with Efes'
guidance of no additional debt and ABI receiving payment in
instalments based on ABI Efes' annual cash flow performance during
a reasonable period. Combined with projected EBITDA growth and
assuming Efes will recover access to profits in Russia, Fitch
estimates EBITDA net leverage will remain within its rating
sensitivities and in line with the company's commitment to
maintaining conservative net debt to EBITDA of under 2.0x.
Nevertheless, Fitch does not rule out changes to these preliminary
guided terms, which is reflected in the RWN.

Resilient Sales, Pressure on Profitability: Fitch forecasts close
to 40% revenue growth in 2024 driven by Turkiye's inflationary
environment as well as Efes' prove ability to manage price and
product mix with only a modest impact on sales volumes. Given the
muted consumer environment, pricing challenges and intense
competition in core markets, Fitch expects EBITDA margin
contraction to 15% in 2024 with gradual recovery toward 16% by
2027, which remains consistent with the rating. This follows EBITDA
margin contraction to 16.6% in 2023 from 17.7% (Fitch-adjusted) in
2022, also affected by currency movement, despite adequate
management of increasing raw material costs and strong pricing
power.

Kazakhstan Country Ceiling Applicable: Efes is incorporated in
Turkiye but generated around 19% of its 2023 TRY6.9 billion
consolidated EBITDA in Kazakhstan, which has a Country Ceiling of
'BBB+', higher than Turkiye's. Fitch projects hard-currency
interest expenses at about TRY700 million-TRY900 million and that
the cash flow from Kazakhstan should cover these charges with
sufficient and growing headroom. Based on its Non-Financial
Corporates Exceeding the Country Ceiling Rating Criteria, this
leads us to apply the Kazakhstan Country Ceiling to Efes' Long-Term
Foreign-Currency IDR.

Derivation Summary

Efes does not have the same size and degree of geographic
diversification as large international beer groups such as
Carlsberg Breweries A/S (BBB+/RWN) and Asian beer and spirits peer
Thai Beverage Public Company Limited (BBB-/Stable). However, Efes
has historically displayed a significantly more conservative
capital structure (consistent with the 'A' category) than Thai
Beverage, which is more aligned with Carlsberg's.

Key Assumptions

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

- Organic revenue growth of around 40% in 2024, decelerating
towards 20% in 2025 and moderating to high single digits in
2026-2027

- EBITDA margin at around 15% in 2024, gradually improving toward
16% in 2027

- Capex at 7.5%-8% of revenue over 2024-2027

- Annual common dividends of TRY1.5 billion on average in
2024-2027

- No large M&A transactions for the next four years

RATING SENSITIVITIES

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

- EBITDA returning to around USD200 million (equivalent), due to
stabilisation of sales and profitability in Turkiye and Russia,
among other factors

- Resumption of ability to upstream dividends from Russia

- EBITDA margin increasing above 16% (calculated by deconsolidating
CCI, proportionately consolidating ABI Efes)

- EBITDA gross leverage below 2.5x on a sustained basis or below
1.5x net of readily available cash (calculated by deconsolidating
CCI, proportionately consolidating ABI Efes)

- Free cash flow (FCF) margin above 3%

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

- Inability to maintain a consolidated EBITDA margin of at least
14% (calculated by deconsolidating CCI, proportionately
consolidating ABI Efes) and to stabilise profit margins in Turkiye

- Prospect of EBITDA gross leverage remaining permanently above
3.0x or higher than 2.0x net of readily available cash (calculated
by deconsolidating CCI, proportionately consolidating ABI Efes)

- Inability to generate pre-dividend FCF margins in high single
digits on a sustained basis

- EBITDA interest coverage below 6.0x

- Permanently impaired ability to access cash flow from ABI Efes or
deteriorating liquidity at ABI Efes requiring support from Efes

- Increasing macroeconomic and / or political instability further
affecting trading performance and liquidity

- Deterioration of operating environment in the company's key
markets, leading to a more significant impact on Efes' IDR

The ratings could be affirmed and removed from RWN upon:

- Completion of the acquisition and clarity on continuous access to
cash generated by Russian operations with the group EBITDA leverage
remaining below 3.0x

- Continued ability to procure external funding and sufficient
hard-currency liquidity buffers

Liquidity and Debt Structure

Adequate Liquidity: Fitch views Efes' liquidity as adequate, with
near-term maturities of TRY5.247 million as of end-2023 covered by
cash balances and access to uncommitted lines. The TRY2,000 million
bond is due in 2025 and the USD500 million bond is due in 2028.

Committed bank facilities are not commonly available in Turkiye. As
of end-2023, Efes had no committed credit facilities, but had
access to USD1.2 billion (equivalent) of uncommitted credit limits
with USD183 million (equivalent) of loan utilisation in banks. The
Ukrainian entity carries some short-term local debt, which is
partly backed by cash it holds. Efes and ABI are committed to
supporting the entity's liquidity and Fitch assumes Efes will
contribute its own proportionate share of liquidity, if necessary.

Until Fitch sees certainty of Efes' ability to upstream abroad cash
flows generated in Russia, Fitch conservatively assumes most of the
cash (TRY6,600 million) kept in Russia in 2023 as restricted.

Issuer Profile

Anadolu Efes is the fifth-largest brewer in Europe and 10th
globally, headquartered in Turkiye. Efes is the largest brewer in
its home country with a market share of around 50%. Efes'
international operations include JV with ABI in Russia and Ukraine,
which is the largest brewer, followed by Carlsberg (now under
Russian control and operating with new local brands). The JV is the
largest contributor to the group's EBITDA (around 60%).

Efes also operates in Kazakhstan, Moldova, Georgia with number one
market positions and sells its beer for exports to more than 80
countries.

Adjustments to Consolidation Perimeter: Efes fully consolidates the
JV, but Fitch accounts for it as proportionally consolidated. Efes
also owns a 50% stake in Coca-cola Icecek Company (CCI; fully
consolidated in its accounts), the sixth-largest bottler of the
Coca-Cola Company globally. Fitch considers Efes' credit profile
excluding CCI's operations, accounting for it using the equity
method.

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
   -----------       ------                     --------  -----
Anadolu Efes
Biracilik ve
Malt Sanayii
A.S.           LT IDR BB+ Rating Watch Maintained         BB+
               LC LT IDR BB+ Rating Watch Maintained      BB+
               Natl LT AAA(tur)Rating Watch Maintained   AAA(tur)

   senior
   unsecured   LT     BB+ Rating Watch Maintained  RR4    BB+



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

5 P.M. LTD: Johnston Carmichael Named as Administrators
-------------------------------------------------------
5 P.M. LTD. was placed in administration proceedings in the Court
of Session, No P634 of 2024, and Johnston Carmichael LLP was
appointed as administrators on July 31, 2024.

5 P.M. LTD. provides information technology services.  Its
registered office is at 38 Queen Street, Glasgow, G1 3DX.

The Joint Administrators may be reached at:

     Donald McNaught
     Graeme Bain
     Johnston Carmichael LLP
     227 West George Street
     Glasgow, G2 2ND

Further details contact:

     Lewis Smith
     Tel: 0141 222 6919
     E-mail: Lewis.Smith@jcca.co.uk


CENTILI LIMITED: Oury Clark Named as Administrators
---------------------------------------------------
Centili Limited was placed in administration proceedings in the
High Court of Justice, No CR-2024-004230 of 2024, and Oury Clark
Chartered Accountants was appointed as administrators on July 30,
2024.

Centili Limited provides digital marketing services.  Its
registered office and principal trading address is at 2 New Bailey,
6 Stanley Street, Salford, Greater Manchester, M3 5GS.

The Joint Administrators may be reached at:

     Nick Parsk
     Kalani Gunawardana
     Oury Clark Chartered Accountants
     Herschel House 58 Herschel Street Slough Berkshire SL1 1PG

For further details, please contact:

     Ben Briscoe
     Tel: 017535 51111
     E-mail: IR@ouryclark.com


CHRISTIAN JAMES: RSM UK Named as Administrators for Telecom Firm
----------------------------------------------------------------
Christian James Ventures Limited was placed in administration
proceedings in the High Court of Justice, Business and Property
Courts in Leeds, Insolvency and Companies List (ChD), No
CR-2024-LDS-000620, and RSM UK Restructuring Advisory LLP was
appointed as administrators on July 22, 2024.

Christian James Ventures Limited, doing business as Stratus
Telecom, provides wired telecommunications services.  Its
registered office and principal trading address is at Westmead
House Westmead Farnborough GU14 7LP.

The Joint Administrators may be reached at:

     David Shambrook
     Jack Plunkett
     RSM UK Restructuring Advisory LLP
     25 Farringdon Street
     London, EC4A 4AB.

For further details contact:

     Kirsty Low
     Tel: 0131 659 8382


DCW MANAGEMENT: Quantuma Named as Administrators
------------------------------------------------
DCW Management Limited was placed in administration proceedings in
the High Court of Justice, Business and Property Courts in
Manchester, Court Number: CR-2024-MAN-000992, and Quantuma Advisory
Limited was appointed as administrators on July 31, 2024.

DCW Management Limited was previously known as Allseas Global
Management Limited.  DCW provides business consulting services. Its
registered office and principal trading address is at Adelaide
Mill, Gould Street, Oldham, OL1 3LL.

The Joint Administrators may be reached at:

     Chris Newell
     Jo Leach
     Quantuma Advisory Limited
     2nd Floor, Arcadia House
     15 Forlease Road
     Maidenhead, SL6 1RX

For further details, please contact:

     Mary Dempsey
     Tel: 01628 478 100
     E-mail: mary.dempsey@quantuma.com


EVERYCONE LIMITED: FRP Named as Administrators
----------------------------------------------
Everycone Limited was placed in administration in the High Court of
Justice, Business and Property Courts in Newcastle, Court Number:
CR-2024-NCL-0000127, and FRP Advisory Trading Limited was appointed
as administrators on July 30, 2024.

Everycone Limited (Trading Name: WM Engineering) provides
electrical installation services.  Its registered office and
principal trading address is at 13a Lyndhurst Terrace, Swalwell,
Newcastle Upon Tyne, NE16 3DY.

The Joint Administrators may be reached at:

     Steven Philip Ross
     Allan Kelly
     FRP Advisory Trading Limited
     Suite 5, 2nd Floor, Bulman House
     Regent Centre
     Newcastle Upon Tyne, NE3 3LS
     Tel: 0191 605 3737

Alternative contact:

     Paul Caisley
     E-mail: cp.newcastle@frpadvisory.com


JOSEPH FURNITURE: Opus Named as Administrators
----------------------------------------------
Joseph Furniture Ltd was placed in administration proceedings in
the Birmingham High Court, Court Number: CR-2024-000468, and Opus
Restructuring LLP was appointed as administrators on July 31,
2024.

Joseph Furniture Ltd is a mattress manufacturer.  Its registered
office and principal trading address is at Express House Station
Road, Bradley, Huddersfield, HD2 1UW.

The Joint Administrators may be reached at

     Colin David Wilson
     Emma Mifsud
     Opus Restructuring LLP
     1 Radian Court
     Knowlhill
     Milton Keynes, MK5 8PJ

For further details, please contact:

     Zoe Nelsey
     Tel: 01908 087 222
     E-mail zoe.nelsey@opusllp.com


MC 2024: Kroll Named as Administrator for Cosmetics Retailer
------------------------------------------------------------
MC 2024 Limited was placed in administration proceedings in the
High Court of Justice, Business and Property Courts of England and
Wales, Insolvency and Companies List (ChD), Court Number:
CR-2024-004561, and Kroll Advisory was appointed as administrators
on July 31, 2024.

MC 2024 Limited, previously known as Morphe Cosmetics Limited, is a
retailer of cosmetic and toilet articles in specialized stores.

On January 5, 2023, Morphe announced on social media that all its
U.S. stores would close immediately, citing criticism of employee
working conditions and a shift to focus more on their digital
storefront.  On January 12, 2023, Morphe's parent company, Forma
Brands, filed for Chapter 11 bankruptcy in the U.S.

Its principal trading addresses are:

     -- Unit SU523 Middle Mall, Birmingham, B5 4BU;
     -- Unit 38, Upper Mall, St Davids Centre, Cardiff, CF10 2EF;
     -- Unit 94, 24 Paradise St, Liverpool L1 8JF;
     -- Manchester, Arndale, New Cannon Street, Manchester, M4
3AQ;
     -- Percy St, Newcastle upon Tyne, NE1 7JB;
     -- Unit 50, 166-167 Victoria St, Nottingham, NG1 3QN;
     -- Space SU1023A, Montfichet Rd, London, E20 1EJ;
     -- 172 Kalverstraat, Amsterdam,1012 XE, Netherlands

The Joint Administrators may be reached at:

     Mark Robert Blackman
     Benjamin John Wiles
     Kroll Advisory Ltd
     The Chancery
     58 Spring Gardens
     Manchester, M2 1EW

Further details contact:

     Stephanie Blanchard
     Tel: 0161 880 4566
     E-mail: Stephanie.Blanchard@kroll.com


SECURECARE GROUP: Leonard Curtis Named as Administrators
--------------------------------------------------------
SecureCare Group Ltd was placed in administration proceedings in
the High Court of Justice, Business and Property Courts in Leeds,
Insolvency & Companies List (ChD), Court Number:
CR-2024-LDS-000718, and Leonard Curtis was appointed as
administrators on July 31, 2024.

SecureCare Group, previously known as SecureCare Leicester Limited,
provides private security service.  Its registered office and
principal trading address is at Unit 9 Leycroft Road, Barshaw Park,
Leicester, LE4 1ET.

The Joint Administrators may be reached at:

     Richard Pinder
     Leonard Curtis
     21 Gander Lane
     Barlborough
     Chesterfield, S43 4PZ

          - and -

     Sean Williams
     Leonard Curtis
     9th Floor, 7 Park Row
     Leeds, LS1 5HD
     E-mail: recovery@leonardcurtis.co.uk
     Tel: 01246 385 775

Alternative contact: Jefferson Da Costa

STONEGATE PUB: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Stonegate Pub Company Limited's
(Stonegate) 'B-' Long-Term Issuer Default Rating (IDR) and removed
it from Rating Watch Negative (RWN). A Stable Outlook has been
assigned.

This follows the announced refinancing whereby, if successful,
Stonegate Pub Company Financing 2019 PLC's 'B+'/RWN/'RR2' senior
secured first-lien instruments, and Leased and Tenanted Pubs 1
Limited's (L&T) 'CCC'/RWN/'RR6' subordinated second-lien debt, are
expected to be repaid in full. Its new first-lien debt is expected
to be rated 'B+(EXP)'/'RR2'.

The refinancing, which is voluntary for existing noteholders and
Fitch understands from management that Stonegate intends to repay
the second-lien in full, is not expected to be a distressed debt
exchange (DDE) under Fitch's criteria. The refinancing of existing
first-lien debt maturing in July 2025 and second-lien in March 2028
to January 2029 and October 2029, respectively, mitigates the
group's near-term refinance risk.

The assignment of final ratings is contingent on finalised amounts
raised and the pricing of the cash-interest-pay first-lien debt
affecting interest cover ratios, and final documentation conforming
to information already received.

Key Rating Drivers

Overall Debt Reduction: The refinancing will reduce Stonegate's
overall debt with Platinum debt net proceeds (GBP609 million),
private-equity owner TDR Capital's new equity (GBP250 million) cash
injection, and a new unrated second-lien payment-in kind (PIK;
GBP156 million). They will be used to reduce amounts drawn under
Stonegate's revolving credit facilities (RCFs) to around GBP100
million, first-lien to GBP2.0 billion, prepay in full at par the
existing second-lien of GBP400 million, and repay Unique's GBP140
million A4 notes.

Additional Benefits: The prepayment of the Unique whole business
securitisation (WBS) A4 notes will facilitate cash flowing between
this subsidiary and the Stonegate restricted group. In contrast,
Fitch does not expect post-debt service cash flows from Platinum's
new secured financing to be regularly up-streamed. The Stonegate
group's refinanced debt will have increased cost of debt and their
extended debt maturities are as follows: Stonegate's RCFs in
January 2029, the new first-lien in July 2029, and the new unrated
second-lien in October 2029. The RCFs and cash-pay interest expense
first-liens will reduce EBITDAR interest coverage ratios.

Treatment of PIK Instruments and Equity: The new second-lien GBP156
million is a PIK with non-cash interest payments accruing to debt
(increasing leverage over time). Fitch has treated TDR Capital's
cash injection as equity.

Unique's Cash Upstreamed: The repayment of Unique's A4 notes lifts
the existing requirement to trap cash to build up its prescribed
GBP65 million reserve account. This, combined with a less onerous
debt amortisation schedule at Unique, now enables cash flows to be
up-streamed from Unique to Stonegate's restricted group. Equally,
Fitch's Recovery Rating includes Unique's residual value given
Stonegate's continued support towards this entity's portfolio, plus
its low leverage and loan-to-value (LTV), despite its non-recourse
debt.

Platinum Deconsolidated: Fitch has excluded Platinum from
Stonegate's financial profile as this non-core L&T portfolio could
be on-sold at some stage, its funding is non-recourse, and it is
not within Stonegate's restricted group.

Reduced Leverage: Fitch calculates that this refinancing will
reduce Stonegate's lease-adjusted EBITDAR net leverage by 0.5x from
a pro-forma 7.7x to 7.2x (using FY24 (year-end September) EBITDA of
GBP333 million excluding Platinum). EBITDAR net leverage will
reduce further as profits increase on EBITDA from newly converted
pubs and the effect of FY24's price increases, net of costs such as
staff and energy savings. Fitch forecasts this metric at 6.6x for
FY25 and 5.9x for FY26.

Narrow Interest Coverage: Stonegate's EBITDAR/interest + rents
ratio is sensitive to its coupon assumptions for the refinanced
first-lien debt. Its assumed coupon of 11% or better on the
first-lien debt results in an EBITDAR interest coverage ratio of
1.5x in FY25, up from 1.2x in FY23. The second-lien is a PIK with
no cash-pay interest. Fitch's 1.6x EBITDAR interest coverage
upgrade rating sensitivity relies on EBITDA increases in future
years.

Capex partly funded by cash from operations (CFO) and a record of
recurring disposal receipts support Stonegate's cash flow profile.
Its planned sale & leasebacks of GBP20 million a year should help
create a positive free cash flow (FCF) profile. No external
dividends are assumed.

EBITDA Growth: EBITDA growth stems from price increases in FY24
(L&T April 2023: 9%, 2024: 4.9%; managed FY23: 5.9% and
operator-led 9.1%, FY24: 7%) the annualised effect of which spills
into FY25. FY24 beer and drinks volumes were flat in L&T and around
5% lower in managed (including the effect of the post-pandemic
underperforming city and town centre bars and night clubs) and
2%-3% lower in operator-led, probably reflecting reduced
affordability of Stonegate's offer during this inflationary period
to 18-24 years old consumers.

Operating cost increases, primarily staff (which are Stonegate's
costs at managed sites and central costs), are mostly mitigated by
drink price increases. High energy costs are abating due to lower
volumes and projected lower pricing.

Pub Conversion EBITDA Growth: EBITDA growth is also driven by pub
conversions, which entail expansion and enhancement capex and yield
an incremental EBITDA return on investment (ROI) averaging 40%.
Specifically, capex of GBP40 million a year generates an additional
GBP16 million EBITDA as conversions mature after 18-24 months.
These are mainly L&T pub conversions within the group's 3,000 L&T
pub portfolio. Stonegate's size (the largest pub group in the UK)
enables it to secure discounts with suppliers (brewers, SKYTV
etc.).

Derivation Summary

Stonegate's IDR is the same as Punch Pubs Group Limited's (IDR:
B-/Stable), which is smaller with a portfolio of 1,240 pubs
(end-February 2024), compared with Stonegate's 4,500. Both are
predominantly wet-led estates. Punch's EBITDA per pub in L&T is
comparable with Stonegate's core L&T portfolio but Stonegate's
equivalent managed portfolio yields far higher profits per pub than
Punch's. This is despite recent lower volumes in city and town
centre venues and late-night patronage (including Slug & Lettuce,
Be at One, and Venues nightclubs). The Stonegate group's size
creates central discounts with suppliers like brewers and SKY
TV-type subscriptions, etc.

Stonegate is equally geographically diverse across the UK, but has
core city and late-night formats that are more vulnerable to cost
pressures of labour and energy. Both companies have a core L&T
portfolio from which conversions to managed models will require
capex and fuel profit growth.

Punch and Stonegate are now rated the same as the UK-weighted Pizza
Express (Wheel Bidco Limited, IDR: B-/Negative). Pizza Express's
Negative Outlook reflects uncertainty around its EBITDA recovery
and deleveraging as the UK casual dining market remains tough,
ahead of its July 2026 refinancing. Pizza Express' EBITDAR leverage
remains high, at 8x in 2023 with neutral-to-negative FCF impeding
further deleveraging. This compares with Punch's EBITDAR net
leverage at 7.5x (mid-August 2024), and Stonegate's updated 6.6x
for its FY25.

UK pubs have been more resilient to operating conditions. They
recovered a lot more quickly (volumes, visits, and profitability)
from the pandemic period of operational constraints than other
sectors such as hotels (reliant on tourists, holiday season
concentrations), and food-weighted restaurants (larger ticket and
less frequency of occasions). A pub patron's average spend is lower
than in the restaurant sector, but frequency and ease of visit is
higher than for restaurants and hotels.

Key Assumptions

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

- EBITDA/pub increases of 2%-3% per year, plus additional EBITDA of
some GBP18 million a year from annual expansion and conversions in
FY24 and from capex of GBP45 million-GBP50 million a year (ROI:
40%) in the following three years. The L&T portfolio to shrink in
size and EBITDA contribution to the group because of conversion
transfers, whereas EBITDA growth occurs in the managed and
operator-led portfolio

- Restricted group central costs to reduce to GBP86 million in FY24
before growing to FY28. Energy costs to reduce by GBP8 million in
FY24 and another GBP5 million in FY25

- Recurring pub disposals of around GBP50 million, plus planned
sale and leasebacks of GBP20 million per year

- Capex totals GBP140 million a year, including maintenance,
expansion and conversion capex

Recovery Analysis

The post-refinancing recovery analysis assumes that Stonegate would
be liquidated rather than restructured as a going concern in a
default.

Recoveries are based on the property values of the consolidated
group's pub assets, although bondholders' security is a pledge over
the equity shares in group entities. Its liquidation approach uses
end-September 2023 valuations of the group's freehold and long
leasehold assets. Fitch applies a 25% discount to these pub
valuations, which is comparable with the 25% stress experienced by
industry peers during 2007-2011 on an EBITDA/pub basis, replicating
the 'fair maintainable trade' component of pub valuations.

Fitch has excluded the Platinum pub assets as these now have their
own Apollo non-restricted group secured financing. Unique's funding
is under-leveraged. Stonegate has significant incentives to retain
Unique's residual value after deducting its post-refinanced secured
debt of GBP190 million and reduced fully drawn debt service
facility of GBP36 million. Including the above discount on the real
estate, the total amount Fitch assumes available to Stonegate
creditors is around GBP1.7 billion, plus about GBP1.0 billion from
the attributable residual values primarily from Unique.

After deducting a standard 10% for administrative claims, Fitch has
assumed that Stonegate's super-senior RCFs and overdraft totaling
GBP273 million would be fully drawn in a default. Fitch assumes the
first-lien debt totals GBP2.0 billion.

Using Stonegate's post-transaction debt, Fitch's principal
waterfall analysis generates a ranked recovery for senior
first-lien of 'RR2' with a waterfall generated recovery computation
output percentage of 84% based on current metrics and assumptions,
indicating a two-notch uplift for this class of instrument above
the IDR.

RATING SENSITIVITIES

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

- EBITDAR leverage below 7.0x

- EBITDAR fixed-charge coverage above 1.6x

- Neutral-to-positive FCF

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

- EBITDAR leverage above 8.0x

- EBITDAR fixed-charge coverage below 1.3x

- Persistently negative FCF

- Tightening of liquidity with RCFs fully drawn

Liquidity and Debt Structure

2QFY24 Disposal Proceed Receipts: Stonegate's 2QFY24 cash position
of around GBP600 million was flattered by the Platinum debt
proceeds pending their deployment for Stonegate's debt reduction,
as part of the announced refinancing.

The refinancing will enhance liquidity with GBP250 million equity
from TDR and the new GBP156 million second-lien. Stonegate's GBP273
million committed RCFs are being retained and extended to January
2029.

Criteria Variation

Fitch's Corporate Rating Criteria guide analysts to use the income
statement rent charge (depreciation of leased assets plus interest
on leased liabilities) as the basis of its rent-multiple adjustment
(capitalising to create a debt-equivalent) in Fitch's
lease-adjusted ratios. However, Stonegate's IFRS 16 accounting rent
(GBP113 million) in its FY22 income statement is significantly
higher than the equivalent cash flow rent paid (GBP82 million), so
Fitch has applied an 8x debt multiple to the cash rent when
calculating the group's lease-adjusted debt.

There are various reasons for the difference in accounting rent
versus cash paid rent. Stonegate has some long-dated real estate
leases, which result in higher non-cash, straight-lined
"depreciation" within accounting rent. In some other Fitch-rated
leveraged finance portfolio examples, the difference between
accounting and cash rents is not of the magnitude to justify this
switch to capitalise cash rents.

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
   -----------            ------                  --------   -----
Stonegate Pub
Company Financing
2019 Plc

   senior secured   LT     B+(EXP)Expected Rating   RR2

Stonegate Pub
Company Limited     LT IDR B-     Affirmed                   B-

TALKTALK TELECOM: Fitch Lowers Rating on Sr. Secured Debt to 'CC'
-----------------------------------------------------------------
Fitch Ratings has downgraded TalkTalk Telecom Group Limited (TTG)
Long-Term Issuer Default Rating (IDR) to 'CC' from 'CCC' and its
secured debt rating to 'CC' from 'CCC'. The Recovery Rating is
'RR4'.

The downgrade reflects imminent refinancing risks and weak
financial flexibility to service upcoming debt maturities.
Discussions on recapitalisation through a strategic investor have
stalled and TTG is seeking capital from existing shareholders in
conjunction with, highly likely, a material reduction in terms for
creditors, given the material cash flow weakness. This would result
in a distressed debt exchange (DDE) under Fitch's Corporate Rating
Criteria. It is possible that TTG could secure funding from an
existing or new strategic investor to facilitate a full refinancing
but the proximity of debt maturities makes timely completion
unlikely.

Fitch continues to evaluate TTG on a consolidated basis.

Key Rating Drivers

Imminent Refinancing Risk: TTG faces material debt maturities of
over GBP1.0 billion with its revolving credit facility (RCF) due in
November 2024 and GBP685 million senior secured notes in February
2025. Its net debt/EBITDA covenant returns to 3.5x (as defined by
debt documentation) in August 2024 and could be breached, hence
requiring a cure if a refinancing plan has not been actioned on
time.

Given challenging refinancing conditions, Fitch sees a high
likelihood of a debt restructuring resulting in a DDE. This would
include material reduction in terms for the senior secured notes to
avoid default. TTG and some of its lenders have appointed financial
advisors to address its debt structure.

Insufficient Liquidity: At FYE24 TTG had GBP92 million in cash
primarily funded through its drawn RCF, which only had GBP8 million
of headroom remaining. Shareholders have provided additional
subordinated capital of GBP60 million, which was undrawn at FYE24
to ensure TTG can continue to meet its GBP70 million liquidity
headroom covenant. However, this facility matures in November 2024
after which there will not be sufficient liquidity in the business
to remain in compliance with the covenant and to support operations
including supplier payments.

Debt Structure Change Likely: TTG's Fitch-defined EBITDA interest
cover fell below 1x at FYE24. Fitch expects TTG to service its next
coupon in August but envisage any refinancing is unlikely to be
completed at market interest rates. Double-digit interest rates
would render cash pay interest costs unserviceable given projected
performance and available liquidity, indicating the possibility of
a change in debt structure and/or its terms.

Capital Infusion Possible: TTG's main shareholders are in
discussions with major stakeholders including lenders to inject
over GBP200 million of fresh capital, although this would be in
conjunction with an extension of maturities and potential changes
to other terms for all outstanding debt. This will support
immediate liquidity needs and demonstrate shareholder support.
However, material improvements in operating performance or
additional capital are key to ensuring the business is sufficiently
capitalised to execute its strategy. Its base case does not factor
in the capital injection as it has not been confirmed. The ranking
of any new capital remains unconfirmed.

Execution Uncertain: TTG has completed a legal separation of its
operating entities into TalkTalk Consumer and Platform X (PXC),
which have been trading as separate entities from FY25. The
separation was conducted in anticipation of a PXC recapitalisation
in collaboration with a major infrastructure investor. However,
progress on new third-party investment has stalled while maturities
edge closer.

The platform will continue to rely on a struggling consumer unit,
comprising 45% of PXC revenues, which is undergoing to a material
strategy shift, and on an alternative network sector that is
fragmented and ready for consolidation. Diversification in the
value chain will be critical for PXC to manage concentration risk
and build scale.

Consistently Negative FCF: Fitch continues to forecast negative
normalised FCF over the next three years, eroding liquidity, albeit
dependent on future financing costs. FCF outflow was GBP170 million
in FY24. TTG is making large and necessary investment to transition
to fibre-to-the-premises (FttP), driving high capex and
copper-to-fibre transition costs. Fitch expects capex to decline in
later years as the transition to FttP matures, copper-to-fibre
costs decline and working-capital outflows ease as customer
acquisition costs are reined in. Operating cost-reduction efforts
not related to customer acquisition and marketing, if successfully
implemented, may stabilise FCF.

Compromised Business Model: TTG's operating metrics continue to
deteriorate. Blended average revenue per user increased 5% in FY24,
which was weak given back-book price rises of around 14% and
improved take up of FttP, but a net loss of 334,000 customers
limited revenue growth to 1%. On-net base has decreased 10% since
FY22, after including acquisitions, partly driven by a shift in its
customer acquisition strategy towards value over volume but the
business remains exposed to competition, as underlined by the
difficulties to fully pass on Openreach cost inflation.

Unsustainable Leverage: Gross margin declined to 49% while
Fitch-defined EBITDA (pre-IFRS16) fell to 5% (Fitch forecast was
11%) equating to GBP69 million, from 7% in FY23. In its view,
Fitch-defined EBITDA net leverage has already reached an
unsustainable level (FY24: 14x, FY23: 9x) and Fitch does not see
leverage returning to sustainable levels without a major
restructuring of its capital structure.

Derivation Summary

TTG currently exhibits a weak position due to its high leverage and
the need for enhanced discretionary cash flow to effectively manage
its balance sheet.

The rating reflects a meaningful broadband customer base, and the
company's positioning in the value-for-money segment within a
competitive market structure. TTG's operating and FCF margins are
tangibly below the telecoms' sector average, largely reflecting its
limited scale, unbundled local exchange network architecture,
adaptability to the prevailing macroeconomic conditions, and
dependence on regulated wholesale products for 'last-mile'
connectivity.

The company is less exposed to trends in cord 'cutting', where
consumers trade down or cancel pay-TV subscriptions in favour of
alternative internet or wireless-based services, although it
continues to incur attrition in its customer base. TalkTalk's
business model faces uncertainties in its long-term structure
resulting from success of inflation pass-through execution,
evolving regulation, and a continued need to improve its cost
structure.

Peers such as BT Group plc (BBB/Stable) and VMED O2 UK Limited
(BB-/Negative) benefit from fully owned access infrastructure,
revenue diversification as a result of scale in multiple products
segments (such as mobile and pay-TV), and materially higher
operating and cash flow margins. Fitch considers cash flow
visibility at these peers greater, and therefore supportive of
higher relative leverage (i.e. supportive of higher leverage if the
ratings were aligned).

Key Assumptions

- Fitch-defined EBITDA margin of about 6% in FY25. IFRS16 lease
cost adjusted for customer connection costs (treated as capex)

- Total copper-to-fibre costs of GBP42 million in FY25. A portion
of copper-to-fibre migration costs treated as recurring and
included Fitch EBITDA

- Capex-to-sales of 6% in FY25 reflecting near-term investment in
the transition to fibre

- Network monetisation income recognised before FCF but excluded in
Fitch-defined EBITDA

- Cash outflows of GBP35 million in FY25 treated as intragroup
costs before FCF

- No dividends

Recovery Analysis

The recovery analysis assumes that TTG would be considered a going
concern (GC) in bankruptcy and that it would be reorganised rather
than liquidated, or following a traded asset valuation basis.

Post-restructuring, TTG may be acquired by a larger company that
will absorb its customer base, exit certain business lines or cut
back its presence in certain less favourable service lines, in turn
reducing scale.

Fitch estimates that post-restructuring EBITDA for TTG would be
around GBP100 million. An enterprise value (EV) multiple of 4.0x is
applied to GC EBITDA to calculate a post-reorganisation EV of
GBP360 million after deducting 10% for administrative claims to
account for bankruptcy and associated costs. The multiple reflects
TTG's smaller scale and diversification and limited network
ownership compared with that of peers in developed markets.

Fitch assumes the GBP330 million RCF is fully drawn and is treated
equally with the GBP685 million senior secured bond. Fitch assumes
the accounts receivables securitisation facility to remain in place
in a bankruptcy, and hence not affecting recoveries for secured
creditors.

Its waterfall analysis generates a ranked recovery for senior
secured creditors in the 'RR4' band, indicating a 'CC' senior
secured instrument rating, in line with the IDR. The waterfall
analysis output percentage on current metrics and assumptions is
35%.

RATING SENSITIVITIES

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

- Diminishing risk of DDE as a result of third-party capital in
combination with improved market confidence, liquidity and
sustainable deleveraging

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

- The announcement of a debt restructuring transaction that Fitch
would classify as a DDE would lead to a downgrade of TTG's
Long-Term IDR to 'C'. On completion of the transaction Fitch would
downgrade the Long-Term IDR to 'RD' (Restricted Default) and
subsequently re-rate the company

- Non-payment of any of financial obligations or an uncured
covenant breach under the current capital structure

Liquidity and Debt Structure

Minimal Headroom: TTG had drawn USD322 million on the RCF at FYE24,
leaving minimal available headroom. Its shareholder loan of GBP60
million remains undrawn but matures in November 2024. Consistent
negative near-term FCF is likely to require reliance on the RCF and
working-capital arrangements, excluding any future external
liquidity support.

The RCF matures in November 2024 while the senior secured notes are
due in February 2025. TTG is seeking near-term capital injection
from shareholders of over GBP200 million in conjunction with a
change of terms of its debt as refinancing at par is unlikely.

Issuer Profile

TTG is an alternative 'value-for-money' fixed line telecom operator
in the UK, offering quad-play services to consumers and broadband
and ethernet services to business customers.

Summary of Financial Adjustments

Customer connection costs are classified by TTG as right of use
assets and depreciated under IFRS16 but are paid upfront as part of
capex. Therefore, TTG's lease cash repayments are lower than
depreciation of right of use assets plus interest on lease
liabilities (IFRS16 lease costs). According to Fitch's criteria,
IFRS16 lease costs should be deducted from operating profit in
calculating Fitch-defined EBITDA for this sector. Fitch has treated
the customer connection element of lease costs as capex and lowered
FY22, FY23 and FY24 IFRS16 lease costs by an assumed GBP22 million,
GBP42 million and GBP46 million, respectively, for the portion of
lease costs, which relate to one-off customer connection costs.

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
   -----------             ------          --------   -----
TalkTalk Telecom
Group Limited        LT IDR CC  Downgrade             CCC

   senior secured    LT     CC  Downgrade    RR4      CCC


                           *********


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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