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

                          E U R O P E

          Tuesday, October 1, 2024, Vol. 25, No. 197

                           Headlines



B E L G I U M

SARENS BESTUUR: S&P Affirms 'B' ICR & Alters Outlook to Positive


F R A N C E

COOKIE INTERMEDIATE II: Moody's Alters Outlook on Caa1 CFR to Pos.
PARTS HOLDING: S&P Affirms 'BB-' ICR, Outlook Stable
TSG SOLUTIONS: Moody's Affirms 'B2' CFR, Outlook Remains Stable


G E O R G I A

GEORGIA GLOBAL: S&P Affirms 'BB-' LongTerm ICR, Outlook Positive


G E R M A N Y

ARAGON HOLDCO: S&P Affirms 'B' ICR & Alters Outlook to Negative
BAYER AG: Fitch Assigns 'BB+' Rating on EUR750MM Subordinated Notes
CHEPLAPHARM ARZNEIMITTEL: Fitch Affirms 'B+' IDR, Outlook Stable


I R E L A N D

CAIRN CLO XVIII: S&P Assigns B-(sf) Rating on Class Z Notes
FLUTTER ENTERTAINMENT: Moody's Affirms 'Ba1' CFR, Outlook Stable
PENTA CLO 14: S&P Assigns B-(sf) Rating on Class F-R Notes


I T A L Y

DEDALUS HEALTHCARE: S&P Affirms 'B-' ICR on Ongoing Deleveraging


L U X E M B O U R G

ACCORINVEST GROUP: S&P Assigns 'B' LongTerm ICR, Outlook Stable


N E T H E R L A N D S

EMF-NL PRIME 2008-A: S&P Affirms 'D(sf)' Rating on Class D Notes


U N I T E D   K I N G D O M

ALEXANDRA PETER: Leonard Curtis Named as Joint Administrators
ANCESTREL WINES: FRP Advisory Named as Joint Administrators
BALLIE LTD: Quantuma Advisory Named as Administrators
BARKER HOMES: Moorfields Named as Joint Administrators
CARP4LESS LIMITED: Opus Restructuring Named as Administrators

CRS DISPLAY: Path Business Named as Administrator
DRIVER 8: SPK Financial Named as Joint Administrators
EUROPEAN APPAREL: SPK Financial Named as Joint Administrators
IPG CONSTRUCTION: Opus Restructuring Named as Administrators
PRESSED STEEL: Interpath Advisory Named as Administrators

SELINA HOSPITALITY: Statement of Proposals Okayed by Deemed Consent
SUNSTONE IP: KBL Advisory Named as Joint Administrators
THAMES WATER: Moody's Lowers CFR to Caa1, Outlook Remains Negative
THAMES WATER: S&P Lowers Class A Debt Rating to 'CCC+'
ZEUS BIDCO: S&P Lowers LT ICR to 'B' on Increasing Financial Risks


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B E L G I U M
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SARENS BESTUUR: S&P Affirms 'B' ICR & Alters Outlook to Positive
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S&P Global Ratings revised to positive from stable its outlook on
Belgian crane rental provider Sarens Bestuur N.V. (Sarens) and the
long-term issuer credit rating at 'B'. S&P also affirmed its 'B+'
issue rating on the group's senior unsecured notes.

The positive outlook reflects that S&P may raise the ratings over
the next 12 months if Sarens sustains adjusted debt to EBITDA well
below 5.0x and generates positive normalized free operating cash
flows, while it successfully refinances its revolving credit
facility.

The positive outlook captures the upside potential stemming from
Sarens' continuous solid results thanks to the group's efforts to
diversify projects and its rental revenue base. Sarens' project
solutions activity increased by focusing on growing markets
associated with the energy transition. These include offshore wind
and nuclear projects alongside more traditional markets in oil and
gas, metals and mining, and advanced civil works. Also, Sarens
remains present in major infrastructure and construction works in
Europe, Middle East and North America, such as the nuclear station
project Hinkley Point in the U.K., Ineos One in Belgium, and Neom
in Saudi Arabia. Furthermore, Sarens is developing additional
manpower-services next to equipment rental, e.g. wind installations
in Asia. The higher turnover is also driven by certain marine
projects requiring a high amount of subcontracting services. As a
result, reported sales increased to EUR808 million in 2023, which
represents an increase of 23% from the year prior. So far this
year, sales continue to rise, with a 14% increase in the first half
compared with end-2023.

Absolute EBITDA has also risen throughout recent quarters thanks to
the increased activity teamed with controlled purchases and staff
costs. At the end of June 2024, S&P Global Ratings-adjusted
last-12-months EBITDA exceeded EUR150 million, versus EUR135
million in 2022 and EUR143 million in 2023. However, EBITDA margins
have decreased due to higher subcontracting activity and related
costs.

S&P said, "Under our current base case, Sarens' leverage will
remain comfortably below S&P Global Ratings-adjusted 5.0x. In 2023,
Sarens deleveraged to 4.7x from 5.4x in 2022. This was thanks to
the increase in EBITDA as the reimbursement of part of Sarens' debt
lead to a decrease in the gross debt. In 2024-2025, we forecast
adjusted debt to EBITDA of about 4.5x. The debt mainly comprises
the EUR300 million (EUR245 million outstanding, including the
portion hold by Sarens) unsecured notes due in 2027, the EUR306
million global lease facility, and the EUR118 million global RCF.
We make limited adjustments to the debt.

"The positive outlook also reflects the upside we see from Sarens'
conservative approach towards leverage and its willingness to
maintain a solid capital structure. Financial deleveraging has been
a key focus of Sarens' management through operational growth and
efficiencies. Sarens is 100% owned by the Sarens family. We note
that Sarens has not distributed any dividends for the past 10
years, and we understand it does not plan to distribute dividends
in the foreseeable future. We expect that free cash flows will be
mainly used to reduce net leverage, instead of serving shareholder
remuneration.

"We forecast that Sarens' annual FOCF will normalize at over EUR20
million in 2024-2025.Sarens has consistently delivered positive
FOCF over the past five years. In 2024, we anticipate FOCF of EUR5
million-EUR10 million. This is slightly below average based on our
expectation of a normalization of the working capital following an
exceptionally low working capital position at the end of 2023 that
led to FOCF of EUR46 million. Sarens has a capex covenant under
which it cannot spend more than EUR50 million per year, linked with
total leverage and senior leverage ratios. While the covenant is
technically no longer applicable since July 2024, the company
remains committed to delivering a net capex of EUR50 million.
Syndicate banks have also agreed for Sarens to invest inan
additional EUR30 million capex for higher-capacity cranes to
support growth in wind and renewable energy (including nuclear)
business. Therefore, we assume capex of EUR130 million over
2024-2025, or about EUR65 million per year.

"Although our assessment of Sarens' liquidity currently constrains
the rating, an improvement could stem from to the potential
refinancing of the company's global lease facility and the RCF due
July 2025.Sarens has initiated refinancing talks that, if are
successful, would translate into a stronger maturity profile.
Sarens has good relationships with its banks and a track record of
refinancing its facilities. We also believe that Sarens' assets
base as well as its bilateral bank lines provide a buffer to its
liquidity position in case of need.

"The positive outlook reflects that we may raise the ratings over
the next 12 months if Sarens sustains adjusted debt to EBITDA well
below 5.0x and if its FOCF remain positive , alongside the
successful refinancing of its global lease facility and the RCF."

S&P could revise the outlook to stable or negative if:

-- Sarens cannot refinance its global lease and RCF facilities,
such that its liquidity position deteriorates; or

-- The group's performance deteriorates such that adjusted
leverage surpasses 5.0x and its FOCF becomes neutral to negative.

S&P could raise its ratings if Sarens:

-- Refinances its RCF translating to a longer-dated debt maturity
profile; and

-- Maintains adjusted debt to EBITDA comfortably below 5.0x and
generates positive FOCF.




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F R A N C E
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COOKIE INTERMEDIATE II: Moody's Alters Outlook on Caa1 CFR to Pos.
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Moody's Ratings has affirmed the Caa1 long-term corporate family
rating and the Caa1-PD probability of default rating of Cookie
Intermediate Holding II SAS (Biscuit or the company), the parent
company of Biscuit Holding S.A.S., one of the largest European
manufacturers of private-label sweet biscuits based in France.
Concurrently, Moody's have affirmed the B3 ratings on the EUR493.8
million senior secured first lien term loan B due 2027 and on the
EUR85 million senior secured multi-currency revolving credit
facility (RCF) due 2026 borrowed by Biscuit Holding S.A.S. At the
same time the rating agency has affirmed the B3 rating on the
EUR201.2 million senior secured first lien term loan B due 2027 and
borrowed by De Banketgroep Holding International BV. The outlook of
all entities has been changed to positive from stable.

"The rating affirmation and outlook change to positive reflect
further improvements in the company's profitability and liquidity,
and Moody's expectations that Biscuit will generate positive free
cash starting from year-end 2024" says Valentino Balletta, a
Moody's Ratings Analyst and lead analyst for Biscuit.

"Earnings growth is expected to continue over the next 12 to 18
months. However, there is some uncertainty due to significant price
increases recently implemented, the still high volatility of
certain commodities and their impact on consumer behavior and
demand in an already weak market. These factors could halt progress
toward a more sustainable capital structure," added Mr. Balletta.

RATINGS RATIONALE      

The affirmation of Biscuit's ratings and the change of outlook to
positive reflect the company's further improvement in operating
performance and cash flow generation. A strategic shift towards
more profitable contracts and the positive effect of the price
increases passed on since late 2022 resulted in higher EBITDA that
in the last twelve months as of June 2024, reached around EUR154
million (EUR143 million in 2023) on a company-adjusted basis.

Moody's anticipate further strengthening in earnings and credit
metrics over the next 12 to 18 months bolstered by the company's
continued focus on profitable contracts, and some benefits from
business and cost efficiencies. These include filling excess
capacity, particularly through cross-selling, innovation and
geographical expansion to increase penetration in key European
markets. Additionally, manufacturing improvements and plant
optimization efforts, such as automating packaging, reducing waste,
and saving on procurement will also support profit growth.

Moody's project an improvement in the Moody's adjusted gross
debt-to-EBITDA ratio to 7.9x by the end of 2024 (9.9x at the end of
2023), with a further decline toward 7.0x expected in the following
12 to 18 months. Moody's also expect Biscuit to maintain adequate
liquidity, supported by a positive free cash flow of approximately
EUR10-20 million over the next 12 to 18 months.

However, Moody's note that the company's ability to further improve
its profitability remain exposed to volume growth which the remains
under pressure. Ongoing raw material inflation, particularly with
reference to cocoa prices, and the need to continuously raise
prices could reduce any sustained improvement in credit measures,
as consumer sentiment remains weak and competition on pricing
intensifies among retailers.

Although Moody's expect Biscuit's private label offering to benefit
from consumers seeking cheaper options amid the cost of living
crisis, the persisting inflation and potential increased promotions
by branded competitors aiming to regain market share could pressure
volumes, particularly in challenging markets like Germany, Poland,
and the Netherlands.

LIQUIDITY

Biscuit's liquidity is adequate, supported by a cash balance of
EUR58.4 million as of June 2024 and access to an EUR85 million RCF
due in 2026, which was partially drawn by around EUR15 million as
of June 2024, thought expect to be fully repaid by year end 2024,
given the expected improvement in profitability and cash flow
generation.

Moody's forecast free cash flow (Moody's-adjusted) will turn
positive, reaching around  EUR10 million in 2024 and exceeding
EUR20 million afterward. This improvement is expected to come from
further earnings growth and lower interest rates, which will more
than offset the increase in project base capital expenditure.

The company's RCF has one financial covenant, a consolidated
first-lien net coverage ratio with a maximum threshold of 8.5x, to
be tested only when drawings, net of cash on balance sheet, exceed
more than 50% of the size of the facility. Moody's expect headroom
to remain at more than 40%.

The company has no material debt maturities until August 2026, when
its RCF is due.

RATIONALE FOR THE POSITIVE OUTLOOK

The positive outlook reflects Moody's expectation that Biscuit's
deleveraging progress will continue, supported by further
profitability improvements and achieve positive free cash flow
generation from 2024 onward. The outlook assumes that the company
will follow a balanced financial policy with a clear focus on
deleveraging whilst maintaining an adequate liquidity.

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

The ratings could be upgraded, if the company continues to
demonstrate a track record in successfully improve its operating
profitability and cash generation leading to consistent EBITDA
growth with margin expansion sustainably above historical levels,
while debt/EBITDA is below 7x and EBITA/interest above 1.0x. An
upgrade requires the company to maintain at least adequate
liquidity supported by sustained positive free cash flows.

Negative pressure on the rating could arise if the company's
operating performance deteriorates, or if liquidity weakens. A
ratings downgrade could also result if Moody's view Biscuit's
capital structure as being untenable.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Cookie Intermediate Holding II SAS (Biscuit or the company) is the
parent company of Biscuit Holding S.A.S., one of the largest
European manufacturers of private-label sweet biscuits in terms of
volume. The company produces and distributes traditional biscuits,
nutrition biscuits, waffles and other sweet products across Europe.
In the last twelve months as of June 2024, the company generated
EUR1,193 million of revenue (EUR1,213 million in 2023) and a
company-adjusted EBITDA of EUR154 million (EUR143 million in
2023).


PARTS HOLDING: S&P Affirms 'BB-' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings have affirmed its 'BB-' long-term issuer credit
on Parts Holding Europe SAS (PHE) and the 'BB-' issue rating on its
term loan B. The recovery rating of '3' indicates its expectation
of meaningful recovery (50%-70%; rounded estimate: 50%).

S&P said, "The stable outlook indicates that we expect PHE to
maintain EBITDA margins of about 12%, generate positive free
operating cash flow (FOCF), and exhibit adjusted debt to EBITDA of
below 4.5x. In addition, we do not expect D'Ieteren's credit
profile to deteriorate further."

D'Ieteren Group, parent to Parts Holding Europe SAS (PHE), is
launching a EUR4 billion one-off dividend recapitalization to
support a generational change in its shareholding structure. In our
view, D'Ieteren will still retain sufficient flexibility to offer
PHE extraordinary financial support if needed.

Despite its large dividend recapitalization, S&P Global Ratings
expects D'Ieteren to maintain sufficient financial flexibility to
support PHE, if needed. D'Ieteren, a Belgian investment company,
and 91% owner of PHE, announced in early September that it would
pay an extraordinary dividend of about EUR4 billion to support a
generational change in its shareholding structure. To finance the
transaction, it plans to issue EUR1 billion of new term debt. It
will also use about EUR800 million of the existing cash on its
balance sheet and about EUR2.2 billion from an extraordinary
dividend paid by another of its subsidiaries, Belron Group S.A.

Unlike Belron, PHE will not need to raise any debt or pay special
dividends to D'Ieteren as part of the wider transaction. Although
issuing EUR1 billion of new term debt and paying a special dividend
of EUR4 billion will increase D'Ieteren's leverage, S&P still views
D'Ieteren's credit profile as stronger than PHE's stand-alone
credit profile (SACP). This is because D'Ieteren has access to
dividend streams from other subsidiaries, including Belron and TVH
(both unconsolidated investee companies). In addition, its metrics
benefit from the limited leverage at its fully consolidated
subsidiary, D'Ieteren Automotive and contributions from PHE.

S&P said, "In our view, the dividend recap is a one-off event and,
over the next 12-18 months, we expect D'Ieteren to focus on
gradually reducing leverage. Gross debt reduction will mainly be
supported by dividends from unconsolidated investee assets, as well
as lower dividend payouts from 2024. That said, apart from PHE, the
group's ability reduce leverage depends on dividends from Belron
and TVH, combined with EBITDA growth at D'Ieteren Automotive,
Therefore, we believe improvements in credit metrics will be
slow."

Favorable market conditions should support growth at PHE. S&P
forecasts that PHE's operating performance will remain robust due
to good cost control, modest volume growth in the overall spare
parts market, and steady increases in PHE's market share (relative
to competitors in France, Spain, and Italy). EBITDA is expected to
increase to EUR325 million, implying a margin of about 12%, despite
the effect on labor costs of persistent inflation. Synergies from
the integration of acquired businesses should also contribute to
margin accretion. Robust operating performance, improved working
capital management, and slightly lower interest expenses should
support improved FOCF in 2024. This follows a temporary setback in
2023, linked to the sale of about EUR90 million receivables, for
which the group received the cash only in 2024.

S&P said, "We expect PHE's leverage to remain below 4.5x in 2024,
and that the company will continue to exhibit good liquidity.
Absent any unexpected transformative debt-funded acquisitions,
EBITDA expansion should increase rating headroom. D'Ieteren is
unlikely to upstream any dividends from PHE, in our view--we
consider the group willing to support further gradual reduction in
leverage at PHE. PHE completed a refinancing in early 2024 that has
improved its liquidity and debt maturity profile--it has no
meaningful debt due until 2030. In addition, PHE was able to upsize
its super senior revolving credit facility (RCF) to EUR241.5
million, which provides ample liquidity.

"The stable outlook indicates that we expect PHE's revenue to
continue to grow and its adjusted EBITDA margin to be about 12% in
2024, based on the integration of its recently acquired businesses
in Spain and Italy. In addition, we foresee adjusted FOCF reaching
more than EUR75 million in 2024 (excluding the approximately EUR90
million related to factoring cash-ins). as a result, we forecast
adjusted debt to EBITDA of less than 4.5x, absent any sizable
debt-funded acquisition.

"We could lower our ratings on PHE if its debt to EBITDA exceeded
5x or if FOCF to debt decreases below 5% for a prolonged period.
This could stem from an unexpected decline in revenue; looser cost
management; weakening EBITDA and FOCF; or a more-aggressive
financial policy, including a sizable debt-funded acquisition. we
could also downgrade PHE if D'Ieteren's credit profile were to
materially weaken or we considered PHE less likely to receive
support from its parent. A deterioration in D'Ieteren's credit
profile could occur if dividend receipts from Belron and TVH were
materially lower, it undertook debt-funded mergers and acquisitions
(M&A), or made higher shareholder returns.

"We could raise the ratings if PHE's leverage falls further, so
that debt to EBITDA was near 4.0x, and if a material improvement in
cash flow causes FOCF to debt to rise to closer to 10%. An upgrade
would also require a strengthening of D'Ieteren's creditworthiness
through EBITDA growth and a display of restraint regarding
shareholder distributions, following the dividend recap."


TSG SOLUTIONS: Moody's Affirms 'B2' CFR, Outlook Remains Stable
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Moody's Ratings has affirmed TSG Solutions Holding's (TSG or the
company) B2 corporate family rating, its B2-PD probability of
default rating and the B2 ratings on the EUR420 million senior
secured term loan B1 (TL) and the EUR120 million senior secured
revolving credit facility (RCF), maturing respectively in March
2029 and September 2028. The outlook remains stable.

"The rating action reflects the improved credit metrics thanks to
the robust operating performance" says Sarah Nicolini, a Moody's
Ratings Vice President – Senior Analyst and lead analyst for
TSG.

"Further improvement in TSG's financial profile will also depend on
the volume of acquisitions the company finalizes over the next
12-18 months", added Ms Nicolini".

RATINGS RATIONALE

The rating affirmation reflects the improvement in TSG's credit
metrics driven by sustained organic growth and strong margin
accretion coming from acquired businesses. For example, TSG's
Moody's adjusted EBITA margin improved to 7.4% in fiscal 2024,
ending April 2024, from 5.1% in 2022.

Moody's expect profitability to continue improving in the next
12-18 months with Moody's adjusted EBITA increasing towards 8%,
supported by higher volumes, a more favorable products mix and
positive contribution from the completed acquisitions. Moody's also
expect that the company will continue to successfully transition
from fuel retail activities to the electric vehicles charging
business and gas, as demonstrated so far, thus fueling the
company's organic revenue growth.

Thanks to the additional EBITDA improvement, Moody's expect the
company's Moody's adjusted debt/EBITDA to decline below 4.5x in the
next 12-18 months, from 4.4x in fiscal 2024. Moody's expect Moody's
adjusted free cash flow (FCF)/debt to range between 4% to 5% and
Moody's adjusted EBITA/ interest will average 3.5x. Such credit
metrics will leave TSG strongly positioned in the B2 rating
category.

However, TSG's rating remains constrained by its acquisitive
strategy which could limit additional deleverage, and bring risks
related to execution and integration of the acquired assets.
Historically, the company has expanded using this strategy, and
Moody's expect that this approach will persist.

Such risks are partially offset by management strong track record
of successfully executing M&A and integrating acquired companies
in the last years.

The B2 CFR continues to be supported by TSG's leading market
positioning in fuel retail activities, its continued sustained
growth in new energies and the company's track record of strong
operating execution.

LIQUIDITY

TSG's liquidity is adequate. The company had EUR110 million of cash
at fiscal 2024 and Moody's expect the company to maintain a
positive FCF generation, on a Moody's adjusted basis, of between
EUR25 million and EUR30 million per year in the next 12-18 months.
The company has a EUR120 million fully undrawn revolving credit
facility (RCF) that matures in September 2028. The RCF is subject
to a springing financial maintenance covenant, tested only when 40%
or more of the facility is drawn. This net debt/EBITDA covenant is
set at a fixed 7.5x, giving the company ample buffer compared with
net leverage of 4.3x registered in fiscal 2024.

TSG does not have any meaningful debt maturity before 2028, when
the RCF matures. The EUR420 million term loan, will mature in March
2029.

STRUCTURAL CONSIDERATIONS

The senior bank debt instruments are rated B2, in line with the
CFR, reflecting the fact that these represent the only financial
debt in the company's capital structure, together with the EUR10
million French participative loan.

The TLB and the RCF benefit from the same maintenance guarantor
package, including upstream guarantees from guarantors,
representing at least 80% of the group's consolidated EBITDA.
However, there are significant limitations on the enforcement of
the guarantees and collateral under French law. Both instruments
are secured, on a first-priority basis, by share pledges in each of
the guarantors; security assignments over intercompany receivables;
and security over material bank accounts. Moody's typically view
debt with this type of security package as akin to unsecured.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will continue to growth the business, sequentially improving its
profitability, and execute its acquisitions strategy without a
significant deterioration in its credit metrics.

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

Positive pressure on the rating could develop if:

-- the company continues to successfully execute its growth
strategy, including customer acquisitions and strong organic growth
in new technology activities;

-- its Moody's-adjusted debt/EBITDA ratio  decreases below 4.5x on
a sustained basis

-- its Moody's-adjusted FCF/debt ratio sustains above 5%; and

-- it maintains  good liquidity, while demonstrating balanced
financial policies.

Negative pressure on the rating could manifest if:

-- its debt/EBITDA ratio  increases towards 5.5x ;

-- its traditional fuel retail activities begin to show a decline
and this decline is not sufficiently offset by growth in the
company's EV charging segment

-- its FCF  turns negative  on a sustainable basis or its
liquidity deteriorates

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE          
     
Headquartered in Le Plessis-Robinson, France, TSG is a European
provider of installation and maintenance services to fueling
stations and fleet depots. It is present across the entire services
value chain covering sale and distribution of equipment and
systems, installation and repair works as well as maintenance
activities. The company had revenue of EUR1.08 billion in fiscal
2024. It is 56% owned by the private-equity company HLD and by the
management team for the remaining portion.




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G E O R G I A
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GEORGIA GLOBAL: S&P Affirms 'BB-' LongTerm ICR, Outlook Positive
----------------------------------------------------------------
S&P Global Ratings assigned a positive outlook to Georgia Global
Utilities JSC (GGU), affirmed the 'BB-' long-term issuer credit
rating and removed it from CreditWatch positive, where it placed it
on July 15, 2024.

S&P said, "The positive outlook indicates that we could raise our
rating by one notch, if GGU is able to sustain funds from
operations (FFO) to debt of 20% or above until the end of the
current regulatory period while maintaining a supportive liquidity
position. This also assumes that parental support from FCC Aqualia
remains in line with our current assessment and that we continue to
assess GGU as moderately strategic to its parent."

GGU has issued a US$300 million five-year bond at 8.875% to
refinance about US$205 million of loans granted by its parent, the
Spanish utility FCC Aqualia (BBB-/Stable/--). The realized amount
and coupon are broadly in line with our expectations.

An improving liquidity profile and reduced refinancing risk
post-issuance. The five-year US$300 million issuance significantly
lengthens the group's maturity profile and bolsters liquidity,
which were both acting as a drag to the group's credit quality
pre-issuance. At the time, GGU's capital structure comprised two
loans of about US$205 million granted by its parent, the Spanish
utility FCC Aqualia S.A. (BBB-/Stable/--), including a $164 million
loan due in August 2024, which the company repaid with the proceeds
of the issuance. The US$300 million bond now represents the main
debt in GGU's capital structure, efficiently removing any major
refinancing risk until 2028.

A structural currency mismatch between Georgian lari
(GEL)-denominated cash flows and U.S. dollar-denominated
obligations will persist. S&P said, "GGU's sole source of U.S.
dollars is its electricity generation business, which we project
will only account for about 20% of the group's EBITDA (about US$15
million) over 2024-2026. We expect the group will continue to
operate with a dollar/lari mismatch during the life of the bond,
given that interest costs now amount to about US$24 million. While
we project robust growth in the group's EBITDA from electricity
generation, we believe that the magnitude of this mismatch will not
change. This is due to higher debt and interest costs compared with
previous financing arrangements. In addition, we consider the group
is now more vulnerable to adverse movements in the dollar-to-lari
exchange rate at the maturity of the bond given the comparatively
higher outstanding debt amount it will have to repay." As a
mitigating factor, a significant portion of the group's cash
balance is placed in lari-dollar swap instruments, with the amount
hedged in dollars.

Successful execution of the business plan could still lead to an
improvement in credit metrics, despite less favorable financing
terms. S&P said, "While issuance costs are slightly above our base
case owing to the 8.875% coupon, we consider that the impact on our
credit metrics is more than offset by the reduction in costs linked
to the reduction in debt quantum from the US$24 million buyback the
group made soon after the issuance. Similarly, despite
significantly less favorable financial terms than under previous
financing arrangements (coupon of 7.35% and a lower debt quantum),
the current regulatory settlement is supportive for the group's
credit profile for the new 2024-2026 regulatory period, marked by a
46% increase in allowed water revenues compared with 2021-2023. As
GGU starts to deliver its business plan with what we now consider
as adequate funding to cover the significant increase in
investments, estimated at about GEL620 million (about $220 million)
in total over the period, credit metrics could improve. We project
our adjusted FFO to debt will average about 20% over the 2024-2026
period if GGU is successful in executing its business plan, and if
the financial policy remains supportive, with no dividend payments
to parent FCC Aqualia over this period."

S&P said, "We continue to assess GGU as moderately strategic to its
parent. We continue to assess GGU as a moderately strategic entity
within the wider FCC Aqualia group, leading to a one-notch uplift
from the stand-alone credit profile as we expect FCC Aqualia would
provide extraordinary support to its Georgian-based subsidiary,
should it be required.

"The positive outlook indicates that we could raise our rating on
GGU by one notch, if it executes its current business plan,
sustaining FFO to debt at 20% or above until the end of the current
regulatory period while keeping a supportive liquidity position.
This also assumes that parental support from FCC Aqualia remains in
line with our current assessment and that we continue to assess GGU
as moderately strategic to its parent."

Downside scenario

S&P could revise its outlook on GGU to stable if:

-- S&P no longer forecasts that the group's FFO-to-debt ratio will
hover around 20% for the rest of the current regulatory period.
This could occur if the group fails to deliver its business plan in
line with its cost allowances, or in the context of a more
aggressive financial policy; or

-- S&P observes any negative rating actions on the sovereign
rating on Georgia (BB/Stable/B) or any form of negative political
interference in the group's operations that could, for instance,
weaken our assessment of Georgia's water regulatory framework; or

-- S&P expects that parental support from FCC Aqualia will weaken,
leading it to revise its assessment that GGU is strategic to its
parent.




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

ARAGON HOLDCO: S&P Affirms 'B' ICR & Alters Outlook to Negative
---------------------------------------------------------------
S&P Global Ratings revised its outlook on medical-diagnostic
services provider Aragon Holdco GmbH (amedes) to negative from
stable and affirmed its 'B' ratings on the group and its senior
secured term loan B.

The negative outlook reflects that operational headwinds and
recurring one-off costs could pressure amedes' profitability and
its credit metrics, or if the company further consolidates the
market through extended debt-funded acquisitions.

Amedes underperformed our base case for 2023 because of dwindling
revenues following COVID-19-related increases, a cyber-attack, and
elevated one-off costs. The cyber attack at the end of 2022 hurt
amedes' operations in the first half of 2023, pushing the company
to revise its IT infrastructure and accelerate the execution of its
transformation program, "Energize amedes." As a result, one-off
costs jumped between EUR20 million and EUR25 million above our
projections. This, coupled with EUR30 million lower-than-expected
revenue, constrained the group's EBITDA margin to 7.9% at end-2023,
coming in materially below pre-pandemic averages. Consequently, S&P
Global Ratings-adjusted debt-to-EBITDA ratio spiked at 20.4x,
standing above our threshold for a ‘B’ rating.

S&P said, "Although we forecast that Energize amedes and the
integration of recently acquired labs will enable deleveraging,
debt to EBITDA will remain elevated in 2024 at 8.5x-9.0x.In our
view, the company is currently in turnaround mode and is furthering
its ambitious agenda. The group recently acquired four large
laboratories (Derma-Pathology Freiburg, Pathology Stanberg,
Cytology Hanover, and Cytology Ravensburg) that are expected to
contribute EUR45 million-EUR50 million to the company’s topline
in 2024. The group has a limited track record of successfully
integrating multiple assets while simultaneously pursuing cost-cuts
and optimizing its IT network. As such, we expect an additional
EUR25 million-EUR35 million of one-off costs to affect EBITDA in
2024. This is partially offset by cost-savings, notably in
procurement and automation of operations. We expect additional
cost-savings to materialize in 2025 that, coupled with progressive
phasing-out of one-off costs, should strengthen S&P Global
Ratings-adjusted EBITDA margins to 21.5%-22.0% in 2025 from our
estimate of 18.0%-18.5% in 2024. The improved profitability should
support gradual deleveraging towards 7x in 2025."

Any sizable debt-funded mergers and acquisitions (M&A) could strain
the credit metrics. Management has shared that the group intends to
focus on restoring profitability, further the Energize amedes
program, and integrate the recently acquired facilities. S&P said,
"We understand there is scope for consolidation in the market and
that amedes intends to increase its exposure in specialized testing
in pathology, genetics, and cytology; these are niche areas
characterized by less competition, stable reimbursement, and higher
margins. We think the group will remain acquisitive, but our
current base case does not factor in large M&A, which we consider
event-risk. Given the price of acquisitions has materially
increased over the past years and that our estimate for the
multiples for M&A remain between 10.5x and 11.0x, we assume the
group might tap the market to finance larger transactions,
ultimately squeezing the credit metrics. Considering the very
limited rating headroom under our current base case, debt-funded
transactions or acquisitions might heighten the pressure on the
company's credit metrics, thereby leading us to reconsider our
base-case assumptions and potentially prompting a rating action."

The company's adequate liquidity and absence of refinancing risk
supports the current 'B' rating. amedes' revolving credit facility
(RCF) will mature in 2027 and its term loan B (TLB) in 2028. S&P
said, "We therefore assume the group has time to pursue structural
EBITDA improvements, via its transformational program, before
facing refinancing risk. At the same time, we continue to view the
company’s liquidity profile as adequate, as the group can rely on
EUR49.9 million cash on balance sheet as of June 30, 2024, and
EUR77 million availabilities under its RCF. We note amedes plans to
invest EUR80 million-EUR85 million to accelerate the automation of
its labs in 2024, but in our view, the group currently has
sufficient liquidity to execute its investments. We anticipate
amedes will reduce capital expenditure (capex) to EUR30
million-EUR35 million in 2025, from 80 million-EUR85 million in
2024, thereby supporting progressive improvements in free operating
cash flow (FOCF)."

S&P said, "The negative outlook reflects we could lower our ratings
on amedes over the next 12 months if the company fails to reduce
leverage and improve its FOCF in line with our base case.

"We could lower the rating over the next 12 months if there are no
prospects of S&P Global Ratings-adjusted leverage improving toward
7x, funds from operations (FFO) cash interest coverage remains
below 1.5x, and the company cannot generate positive FOCF. This
could result from weaker-than-expected EBITDA due to, for example,
operational headwinds or high one-off costs. Any debt-funded
acquisitions could also translate into credit metrics derailing
from our base case.

"We could revise the outlook to stable if amedes’ operating
performance and financial policy supported a reduction in leverage
toward 7.0x, alongside sustained robust FOCF and FFO cash interest
coverage recovered toward 2.0x."


BAYER AG: Fitch Assigns 'BB+' Rating on EUR750MM Subordinated Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Bayer AG's (BBB/Stable) EUR750 million
subordinated notes 'BB+' a final instrument rating.

The subordinated notes qualify for 50% equity credit and are hence
rated two notches below Bayer's Long-Term Issuer Default Rating
(IDR) and senior unsecured instrument rating of 'BBB' and aligned
with Bayer's outstanding subordinated instruments.

Key Rating Drivers

Equity Treatment of Notes: The issue qualifies for 50% equity
credit and is rated two notches below Bayer's Long-Term IDR as it
meets Fitch's criteria for subordination compared with senior
unsecured issuance. This is based on their remaining effective
maturity of at least five years, discretion to defer coupons, no
event of default, and coupon step-ups within Fitch's aggregate
threshold of 100bps. These are equity-like characteristics, which
enhance Bayer's financial flexibility.

Cumulative Coupon Limits Equity Treatment: Interest deferrals are
cumulative for a maximum five years and must be settled in cash,
which limits the equity credit to 50%. Despite the 50% equity
credit, Fitch treats coupon payments as 100% interest. Bayer is
obligated to make a mandatory settlement of deferred interest under
certain circumstances, including the declaration of a cash
dividend, calls on equally ranking junior obligations, or at the
fifth anniversary of the first missed interest payment. This is a
feature similar to debt-like instruments and reduces Bayer's
financial flexibility.

Same Hybrids Ratings: The new subordinated notes are legally senior
to the existing hybrids, a feature that Fitch expects will be
removed over time as the existing subordinated notes are
successively refinanced. A portion of the new issue is being used
to refinance Bayer's residual outstanding EUR411 million of its
EUR1 billion deeply subordinated notes callable in February 2025.
This will therefore return Bayer's hybrid balance to EUR4.55
billion, which Fitch views as a permanent amount of hybrid debt in
its capital structure.

Given the small portion of the total hybrids in Bayer's overall
debt structure - at around 11% as of end-2023 - and the temporary
nature of the existing hybrids' legal subordination Fitch therefore
does not differentiate the new hybrids rating from that of the
existing instruments at 'BB+'.

Softer Profitability Guidance: Fitch expects Bayer's EBITDA margin
to remain around 21% to 2027, down from previous years of 23%-25%.
Fitch views Bayer's guidance for softer profitability a result of
near-term volatility in the crop science division and medium-term
uncertainty over pharma revenue. The latter is due to the impending
loss of exclusivity for two key drugs and intensifying competition,
which Fitch believes cannot be immediately substituted by Bayer's
existing pharma pipeline.

High Financial Leverage: Its rating case projects Fitch-defined net
leverage to remain high to 2026 at or above 3x. This is despite
announced cut to dividends towards the legally required minimum
(saving around EUR2.2 billion a year) and reflects the start of a
further restructuring programme (at a cost of EUR2 billion, with a
similar amount of expected savings), and in addition to its
assumption of softer profitability.

Free cash flow (FCF) generation after dividend payments remains
neutral to mildly positive, and is contingent on careful
working-capital management and capital allocation.

Lower Strategic, Financial Flexibility: Bayer's business
restructuring, including selective investment in the pharma
division, leads to lower strategic and financial flexibility, which
is inconsistent with a 'BBB+' rating. With no structural
transformation in the medium term and its three core divisions
being maintained, Fitch expects Bayer to adopt strict capital
allocation while managing execution risks around the latest
restructuring. The Stable Outlook reflects greater rating headroom
to implement the announced restructuring and to strategically
reposition Bayer.

Litigation Remains Event Risk: Fitch views additional legal
provisioning and a significantly altered settlement payout as event
risk. Its current rating case assumes only the currently
provisioned amount for glyphosate cases of EUR5.7 billion, which
would be gradually paid out up to 2027. The ongoing PCB litigation
in the U.S. has not been provisioned for, leading to its view that
overall legal provisions might rise. This could in turn weaken
Bayer's financial profile and affect its rating.

Derivation Summary

Fitch continues to apply its Pharmaceutical Ratings Navigator
Framework to Bayer, as about 54% of the its 2023 EBITDA was
generated by its pharma and consumer healthcare divisions.
Moreover, its seeds business within its crop science division is
R&D-driven and more comparable with the pharma industry than with
specialty chemicals.

However, while consumer healthcare and crop science operations add
diversification and scale, the crop science business also
introduces higher cyclicality and exposure to the supply and demand
imbalances of agriculture. Bayer's leverage sensitivities are in
line with those of its peers under the Navigator framework for the
rating. However, given the higher volatility of the crop science
operations, they are about 0.5x tighter than the leverage
sensitivities of major Europe-based pharma peers rated between
'BBB' and 'A'.

Bayer has a similar scale as most of its higher-rated pharma peers,
like Novartis AG (AA-/Stable), Roche Holding Ltd (AA/Stable), and
AstraZeneca PLC (A/Positive).

Bayer has a structurally lower profitability than pharma peers, due
to its more diversified business model that includes the
lower-margin consumer healthcare and crop protection businesses.
This is balanced by its higher-margin pharma operations. This
results in lower EBITDA margins than that of pure specialty
pharmas, like Astra Zeneca, Novartis, and Roche, and US peers such
as Viatris Inc. (BBB/Stable). Fitch expects Bayer's profitability
to further decline as it increases its pharma R&D over the
short-to-medium term, which is its main differentiation from other
investment-grade pharmaceutical peers.

Fitch expects Bayer's EBITDA net leverage to remain slightly above
3.0x, due to expected lower profitability and litigation payments
that reduce cash flow generation. This level is lower than that of
Amgen Inc. (BBB/Stable), and of Viatris, but above that of
higher-rated Novartis, Roche, AstraZeneca, and Pfizer.

Compared with its agrochemical peer Corteva, Inc. (A/Stable),
Bayer's crop science division is 50% larger and has higher margins,
of above 23%, versus Corteva's 18% for the past two years. However,
Bayer's rating is constrained by materially higher leverage than
Corteva's projected leverage.

Key Assumptions

Key Assumptions within its Rating Case for the Issuer:

- Organic sales to remain flat in 2024, with negative
foreign-exchange effects leading to a low single- digit overall
decline. This is followed by organic revenue growth of 0.5%-1% to
2027 as crop science's steady recovery offsets a decline in pharma
revenues

- EBITDA margin lower at 20.5% for 2024, due to lower margins at
pharma and crop science. This is followed by a steady recovery
towards 22% by 2027

- Capex at about 6.2%-6.5% of sales between 2024 and 2027

- Total litigation settlement payments of about EUR5.8 billion
across 2024-2027

- Net annual acquisitions of EUR3.2 billion during 2024-2027

- Dividends at the legal minimum for 2024-2026, before rising to
levels as under its previous dividend policy

- No share buybacks or equity issues to 2027

RATING SENSITIVITIES

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

- EBITDA net leverage permanently above 3.5x

- Failure to deliver on strategic objectives on sales growth,
overall cost savings and profit-margin expansion, resulting in
EBITDA margin remaining below 19%

- Increased litigation expenses, leading to consistently negative
FCF generation

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

- Clarity on Bayer's strategic objectives in the medium term that
eventually lead to EBITDA and FCF margins being consistently above
22% and 2%, respectively

- EBITDA net leverage below 3.0x on a sustained basis

Liquidity and Debt Structure

Satisfactory Liquidity: At end-June 2024, Bayer had about EUR10
billion in readily available cash, of which EUR850 million is
treated by Fitch as restricted, and EUR4.5 billion in undrawn
committed bank facilities maturing in 2025. These should cover its
short-term debt maturities plus litigation payments in 2024. This
is supported by Bayer's announcement to only pay the minimum
required dividend in the next three years.

Date of Relevant Committee

March 13, 2024

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

Bayer has an ESG Relevance Score of '4' for customer welfare due to
significant payouts related to the glyphosate litigation in the US,
which has a negative impact on the credit profile and is highly
relevant to the ratings in conjunction with other factors.

Bayer has an ESG Relevance Score of '4' for exposure to social
impacts, due to social pressure to contain healthcare costs, which
has a negative impact on the credit profile and, although mitigated
by Bayer's diversification into crop science and consumer
healthcare, is relevant to the ratings in conjunction with other
factors.

The US Inflation Reduction Act recently introduced by the Biden
administration included mechanisms to manage prices for select
innovative drugs for public payers. Xarelto, marketed in the US by
Johnson & Johnson through a licensing agreement with Bayer, has
been selected as one of the initial drugs for this programme. Fitch
deems the effect of the designation neutral over the next 12-18
months. Over the longer term, the pricing dynamics might lead to
lower revenues from the licensing agreement.

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           
   -----------        ------           
Bayer AG

   Subordinated   LT BB+ New Rating


CHEPLAPHARM ARZNEIMITTEL: Fitch Affirms 'B+' IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed CHEPLAPHARM Arzneimittel GmbH's
(Cheplapharm) Long-Term Issuer Default Rating (IDR) at 'B+' with a
Stable Outlook. Fitch has also affirmed Cheplapharm's senior
secured ratings at 'BB-' with a Recovery Rating of 'RR3'.

Cheplapharm's IDR balances strong operating and cash flow margins
with modest size, moderate leverage and a scalable asset-light
business model that relies on acquisitions to offset the modest but
structural decline of its portfolio of off-patent established and
niche drugs.

The Stable Outlook reflects Fitch's expectation that the group will
continue to pursue its buy-and-build strategy in a disciplined
manner. Fitch expects Cheplapharm to finance acquisitions with
internally-generated cash flow and additional debt, while
maintaining EBITDA leverage at between 4.5x and 5.5x through to
2027.

Key Rating Drivers

Eroding Organic Sales, M&A-Driven Growth: The 'B+' rating reflects
that Cheplapharm's business model relies on acquisitions to grow,
due to the structural low single-digit decline in the sales of its
existing portfolio of off-patent drugs. Enough acquisitions can be
funded internally with the group's strong cash generation to offset
the organic decline. Fitch expects large acquisitions to be
partially financed with debt, making disciplined M&A valuation key,
particular in a still high interest rate environment.

Fitch notes that Cheplapharm is facing some product availability
challenges in 2024, due to some disruption and delays in its
contract development and manufacturing organisation supply chain,
which require careful operational attention and inventory planning.
However, its rating case currently assumes only mild disruptions,
with no material impact on the IDR, as there is sufficient headroom
to absorb these challenges.

Appropriate Leverage, No Deleveraging: Fitch views Cheplapharm's
leverage as moderate compared with that of private-equity owned
peers, at 4.0x-6.0x EBITDA leverage. Fitch expects the group to
continue to favour M&A over deleveraging, resulting in stable
EBITDA leverage over the next four years at 4.5x-5.5x. Fitch
assumes that the group will not deviate from its disciplined
approach to acquisitions, with established acquisition and
investment criteria. Acceptance of higher asset valuations,
higher-risk product profiles or weaker integration would be
negative for the rating.

More Debt-Funded M&A Likely: Fitch expects Cheplapharm to use
internally-generated cash, combined with the flexibility under its
revolving credit facility (RCF), to prioritise inorganic growth
over deleveraging. Fitch estimates that the group would need to
invest about 8%-9% of its revenue each year in acquisitions (which
Fitch treats as development capex) to offset its organic portfolio
decline.

This amount can be comfortably funded with internal cash flow
generation. Its rating case factors in acquisitions of about
EUR650-EUR700 million per year. Larger acquisitions, which would
require more funds than committed debt capital, are possible, but
Fitch treats them as event risk.

Defensive Operations: The rating is underpinned by Cheplapharm's
defensive business profile, characterised by predictable revenue
and high margins from a diversified portfolio of off-patent drugs,
including niche and legacy drugs. The group has a solid record of
strong performance, supported by a well-managed intellectual
property (IP) portfolio, active product life-cycle management, and
well-executed acquisitions of drug IP rights.

Financial Policy Key: Fitch believes that Cheplapharm has the
ability to deleverage, given its strong cash generation, but its
strategy has been to prioritise inorganic growth. The decision to
postpone the planned IPO in 2022 due to unfavourable market
conditions and to issue debt to fund inorganic growth was
aggressive, but consistent with its financial policy prior to the
IPO announcement. Fitch believes the founding family is committed
to expanding the business, while maintaining manageable leverage
until a potential IPO takes place.

Supportive Market Fundamentals: In its view, Cheplapharm benefits
from a strong supply of acquisition targets in the market, as
innovative pharma companies look to streamline their product
portfolios by divesting off-patent drugs to concentrate on their
core therapies and implement their capital-allocation strategies.
Fitch regards niche specialist pharmaceutical companies, such as
Cheplapharm, as firmly positioned to continue capitalising on this
sector trend.

Derivation Summary

Fitch rates Cheplapharm using its Ratings Navigator Framework for
Pharmaceutical Companies. The IDR reflects Cheplapharm's defensive
asset-light business profile with resilient and predictable
earnings, as well as high operating margins and strong cash flow
generation.

Cheplapharm is rated at the same level as Pharmanovia Bidco Limited
(B+/Stable), given its smaller scale but comparable asset-light
scalable business model with strong operating and cash flow
margins, combined with moderate EBITDA leverage of 4.5x-5.5x.

Cheplapharm is rated below Grunenthal Pharma GmbH & Co.
Kommanditgesellschaft (BB/Stable). Grunenthal's credit profile
reflects its more conservative financial policy with a leverage of
3.0x-4.0x and strong free cash flow (FCF) margins derived from a
portfolio of off-patent and innovative drugs and own manufacturing
and distribution capabilities, albeit with lower EBITDA margins of
about 20%.

Fitch views Cheplapharm's credit profile as stronger than that of
the pharmaceutical company ADVANZ PHARMA HoldCo Limited (B/Stable).
The latter is involved in bringing new niche, specialist and
value-added generics to market through co-development,
in-licencing, and distribution agreements, but it has smaller
business scale and lower operating and cash flow margins,
warranting a one-notch difference.

Fitch also regards Cheplapharm as stronger than generics producer
Nidda BondCo GmbH (B/Stable), despite its much smaller scale and
more concentrated portfolio, which is mitigated by wide geographic
diversification within each brand. Nidda BondCo's rating is limited
by high EBITDA leverage at about 8x in 2023, but expected to reduce
below 7.0x in 2024, and higher refinancing risk, with large
maturities due in 2026, albeit part of them has been already
addressed during refinancing executed in 1H 2024.

Key Assumptions

- Sales growth around 7% in 2024, 9% in 2025, 7% in 2026 and 2.5%
in 2027, as acquisitions offset low-single-digit organic revenue
declines

- EBITDA margin to gradually moderate at about 49% by 2027

- Capex at about 1% of sales

- Fitch estimates EUR400 million of M&A spend in 2024, followed by
EUR700 million per year. Fitch treats acquisitions accounting for
8%-9% of the previous year's sales as capex

- Fitch assumes about EUR330 million of acquisition-related
deferred payments in 2024

- Trade working-capital outflows of about EUR150 million per year
in 2024 and 2025, then EUR100 million per year in 2026 and 2027

- EUR30 million dividends per year in 2024 to 2027

Recovery Analysis

Fitch expects that in a bankruptcy, Cheplapharm would most likely
be sold or restructured as a going concern (GC) rather than
liquidated, given its asset-light business model.

Fitch estimates a post-restructuring GC EBITDA at about EUR600
million, which includes the contribution from the recently closed
drug IP acquisitions. Cheplapharm would be required to address debt
service and fund working capital as it takes over inventories
following the transfer of market authorisation rights, as well as
making smaller M&A to sustain its product portfolio to compensate
for a structural sales decline.

Fitch continues to apply a distressed enterprise value/EBITDA
multiple of 5.5x, reflecting the underlying value of the group's
portfolio of IP rights.

After deducting 10% for administrative claims, the allocation of
value in the liability waterfall results in a Recovery Rating of
'RR3' for the existing senior secured debt, including its EUR695
million RCF, which Fitch assumes will be fully drawn prior to
distress. This indicates a 'BB-' instrument rating with a
waterfall-generated recovery computation of 62% vs 63% previously.

RATING SENSITIVITIES

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

- An upgrade to the 'BB' rating category would require a maturing
business risk profile, characterised by sustainable revenue, a more
diversified product portfolio, as well as resilient operating and
strong FCF margins that allow the group to finance development M&A
and reduce execution risks

- Conservative leverage policy leading to EBITDA leverage at or
below 4.0x on a sustained basis

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

- Unsuccessful management of individual pharmaceutical IP rights
leading to material permanent loss of income and EBITDA margins
declining towards 40%

- Positive but continuously declining FCF

- More aggressive financial policy, leading to EBITDA leverage
sustained above 5.5x

- EBITDA interest coverage below 3.0x on a sustained basis

Liquidity and Debt Structure

Comfortable Liquidity: Fitch views liquidity as comfortable based
on Cheplapharm's strong FCF, which Fitch estimates at around EUR250
million a year on average until 2027 (before acquisitions). The
group benefits from a long-dated term loan B and senior secured
note maturities until 2027-2029.

Summary of Financial Adjustments

Fitch treats the EUR500 million shareholder loan as equity but
includes its interest paid in its cash flow projections given the
group's intention to pay interest in cash. Fitch also treats EUR20
million of readily available cash as restricted cash.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

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
   -----------             ------        --------   -----
CHEPLAPHARM
Arzneimittel GmbH    LT IDR B+  Affirmed            B+

   senior secured    LT     BB- Affirmed   RR3      BB-




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

CAIRN CLO XVIII: S&P Assigns B-(sf) Rating on Class Z Notes
-----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Cairn CLO XVIII
DAC's class A, B, C, D, E, and F notes. At closing, the issuer also
issued unrated class Z and subordinated notes.

The ratings reflect S&P's assessment of:

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

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

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

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

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

  Portfolio benchmarks
                                                         CURRENT

  S&P weighted-average rating factor                    2,737.81

  Default rate dispersion                                 678.80

  Weighted-average life (years)                             4.79

  Obligor diversity measure                               121.53

  Industry diversity measure                               19.05

  Regional diversity measure                                1.27


  Transaction key metrics
                                                         CURRENT

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

  'CCC' category rated assets (%)                       1.25

  Target 'AAA' weighted-average recovery (%)               36.88

  Target weighted-average spread (%)                        4.07

  Target weighted-average coupon (%)                        4.35

Rating rationale

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately 4.6 years after
closing.

The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior-secured term loans and
senior-secured bonds. Therefore, S&P has conducted its credit and
cash flow analysis by applying its criteria for corporate cash flow
CDOs.

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the portfolio's covenanted weighted-average
spread (3.90%), covenanted weighted-average coupon (4.00%), and
target weighted-average recovery rates at all rating levels. We
applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.

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

"Until the end of the reinvestment period on April 15, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

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

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class A
to F notes. Our credit and cash flow analysis indicates that the
available credit enhancement for the class B to F notes could
withstand stresses commensurate with higher ratings than those we
have assigned. However, as the CLO will enter its reinvestment
phase from closing, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings assigned to
those notes.

"Taking the above factors into account and following our analysis
of the credit, cash flow, counterparty, operational, and legal
risks, we believe that our ratings are commensurate with the
available credit enhancement for all the rated classes of notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A to E notes
based on four hypothetical scenarios and applied to the actual
portfolio characteristics presented to us for ratings.

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

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and is managed by Cairn Loan Investments
II LLP.

Environmental, social, and governance factors

S&P regards the exposure to environmental, social, and governance
(ESG) credit factors in the transaction as being broadly in line
with its benchmark for the sector. Primarily due to the diversity
of the assets within CLOs, the exposure to environmental credit
factors is viewed as below average, social credit factors are below
average, and governance credit factors are average. For this
transaction, the documents prohibit assets from being related to
the following industries and activities:

-- The production or sale of cluster weapons, anti-personnel
landmines, nuclear, chemical, and biological weapons;

-- Any obligor that derives more than 10% of its revenue from
civilian firearms;

-- Coal extraction and mining activities;

-- Pornography or prostitution;

-- Payday lending;

-- any obligor that derives any of its revenue from controversial
practices in land use and biodiversity;

-- Soy, cattle, or timber;

-- Trading in protected wildlife;

-- Illegal drugs or narcotics;

-- Palm oil and palm fruit products;

-- Soft commodities (wheat, rice, meat, soy, sugar, diary, fish,
and corn; and

-- Activities that violate one or more of the United Nations
Global Compact principles, the International Labour Organisation
conventions, and the UN Guiding Principles on Business and Human
Rights.

Accordingly, since the exclusion of assets from these industries
does not result in material differences between the transaction and
S&P's ESG benchmark for the sector, it has not made any specific
adjustments in S&P's rating analysis to account for any ESG-related
risks or opportunities.

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

  A       AAA (sf)    248.00      3mE + 1.30%      38.00

  B       AA (sf)      44.00      3mE + 2.00%      27.00

  C       A (sf)       24.00      3mE + 2.40%      21.00

  D       BBB- (sf)    28.00      3mE + 3.40%      14.00

  E       BB- (sf)     16.00      3mE + 6.35%      10.00

  F       B- (sf)      13.00      3mE + 8.72%      6.75
  
  Z       NR           5.00       N/A              N/A

  Sub notes  NR        32.84      N/A              N/A

*The ratings assigned to the class A and B notes address timely
interest and ultimate principal payments. The ratings assigned to
the class C, D, E, and F notes address ultimate interest and
principal payments.
§The payment frequency switches to semiannual and the index
switches to 6mE when a frequency switch event occurs.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate.


FLUTTER ENTERTAINMENT: Moody's Affirms 'Ba1' CFR, Outlook Stable
----------------------------------------------------------------
Moody's Ratings has affirmed Flutter Entertainment plc's (together
with its subsidiaries "Flutter" or the "company") Ba1 corporate
family rating and its Ba1-PD probability of default rating, as well
as the existing ratings of its financing subsidiaries. The outlook
for Flutter remains stable.

The rating action follows Flutter's announcement on September 17,
2024[1] that it has agreed to acquire SNAITECH S.p.A. ("Snaitech"),
a leading gaming operator in Italy owned by Playtech Plc
("Playtech") for a $ equivalent cash consideration of around $2.5
billion. This announcement follows the disclosure of a smaller
acquisition on September 13, 2024[2] of a 56% stake in a leading
Brazilian gaming operator, NSX Group ("NSX"), for a cash
consideration of around $350 million. The two acquisitions are
expected to be completed by Q2 2025 and are subject to merger
control and customary regulatory approvals.

" Moody's have affirmed Flutter's Ba1 ratings to reflect that these
two acquisitions will strengthen the business profile of the
group's international division, while Moody's expect the resulting
increase in leverage at closing to be rapidly offset by the group's
projected EBITDA growth," says Lola Tyl, Moody's Ratings lead
analyst for Flutter.

RATINGS RATIONALE

The affirmation of Flutter's Ba1 ratings reflects Moody's view that
the acquisitions of Snaitech and NSX will strengthen the business
profile of the group's international division and increase
Flutter's scale, which Moody's project will achieve a
Moody's-adjusted EBITDA of close to $2.4 billion in 2024, pro forma
for these acquisitions. In addition, despite an increase in
leverage at closing of transactions, Flutter's strong EBITDA growth
and free cash flow ("FCF") generation will support a rapid
deleveraging leading to credit metrics well within Moody's
guidelines for the Ba1 rating.

The acquisitions of Snaitech and NSX will be largely financed with
debt, which Moody's estimate will result in an increase in
Moody's-adjusted gross leverage of close to 0.7x on a 2024
forecasts pro forma basis, to moderately above 4.0x. However,
Moody's expect the group's strong EBITDA and free cash flow ("FCF")
generation growth prospects, largely supported by the increasing
revenue and profitability in the group's operations in the US, will
enable the company to reduce leverage such that the company's
Moody's-adjusted gross leverage will decrease to below 4.0x in the
12-18 months following the acquisitions.

These two acquisitions are in line with the group's strategy to
develop leading gaming operators in the geographies where it
operates. Snaitech is the third largest online gaming operator in
Italy, and together with Sisal, which Flutter acquired in 2022,
will enhance Flutter's leadership position in the country. Italy is
among the top two largest regulated gaming markets in Europe
together with the UK, but the country has a relatively low online
penetration rate. Flutter expects that a further increase in online
penetration in Italy will drive online market growth up to around
10% compound annual growth rate in the next three years.

NSX is among the leading gaming operators in Brazil, which is a
gaming market about to be fully regulated in the beginning of 2025
with strong growth opportunities for local brands.

Flutter has a proven track record of successfully executing and
combining large acquisitions, which reduces integration risk.
However, this rapid expansion puts pressure on its management teams
to simultaneously integrate multiple assets. The group expects to
achieve cost synergies of at least EUR70 million from the addition
of Snaitech, together with some additional incremental revenue
synergies.    

The affirmation of Flutter's ratings also reflects the company's
strong operating performance in the first half of 2024 and the
upward revision of its revenue and EBITDA guidance for the full
year 2024.

Flutter's commitment to its net leverage ratio target range of 2.0x
to 2.5x in the medium term, which Moody's estimate is broadly
equivalent to a Moody's-adjusted gross leverage ratio range of
around 3.0x to 3.5x, is an important consideration underpinning the
current rating level.

Flutter's Ba1 CFR continues to be supported by: (1) its leading
position in the global online gaming and sports betting market with
podium positions in the largest online regulated markets; (2) its
focus on the online segment, which is the main growing segment in
the gaming and sports betting industry; (3) its diversified product
offering within the gaming and sports betting market, supported by
leading brands; (4) the good positioning of its products and
business model relative to peers, which allows it to capture the
significant growth opportunities in the US; and (5) the company's
strong free cash flow generation.

Conversely, the rating is constrained by the geographical
concentration in the UK online market, although the company is
increasingly growing its exposure in the US, the regulatory risk
associated with the gaming industry, especially with the current
review of the UK Gambling Act, and the challenging Australian
gaming market.

LIQUIDITY

Flutter's liquidity is good, supported by $1.53 billion of
available cash on balance sheet and its full GBP1 billion
(equivalent to $1.3 billion) revolving credit facility ("RCF") due
in July 2028 and undrawn as of June 2024. Flutter's good liquidity
is also underpinned by the expectation that it will generate strong
free cash flow ("FCF") well over $600 million in the next 12-18
months pro forma for the Snaitech and NSX's acquisitions. Flutter
does not have any significant debt maturity before 2028.

The company's senior facility agreement contains a maintenance
financial covenant based on consolidated net total leverage ratio
set at 5.2x, tested semiannually, and under which there is
currently significant headroom.

STRUCTURAL CONSIDERATIONS

Flutter's probability of default rating is Ba1-PD, in line with its
corporate family rating ("CFR"), reflecting Moody's assumption of a
50% recovery rate as is customary for a capital structure
comprising bonds and bank debt. Flutter's RCF, senior secured term
loans and senior secured notes are rated Ba1, in line with its
CFR.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the group will
generate strong EBITDA growth in the next 12-18 months, driven
largely by the revenue and profitability growth of its activities
in the US, and Moody's expectation that the company will
demonstrate its commitment to its net leverage ratio target of 2.0x
to 2.5x, resulting in a reduction of gross leverage below 4.0x on a
Moody's-adjusted basis following the acquisition of Snaitech.

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

Positive pressure on Flutter's ratings could build over time if:
(1) its Moody's-adjusted debt/EBITDA decreases below 3.0x on a
sustained basis, supported by good liquidity; (2) it demonstrates
adherence to a conservative and transparent financial policy,
complying with its internal leverage guidance, and a track record
of sustainable leverage reduction; and (3) the group is successful
in its integration of Snaitech and there are no significant adverse
regulatory changes in the company's key markets, enabling an
improvement in its profitability margins.

Negative rating pressure could arise if: (1) the company's Moody's
adjusted debt/EBITDA remains above 4.0x for a prolonged period
owing to a difficult integration of recent acquisitions, a
deterioration in operating performance or another sizeable
debt-funded acquisition that delays its leverage reduction
trajectory; (2) regulatory changes significantly weaken the
profitability of Flutter's online activity, with the company unable
to mitigate this; or (3) its liquidity profile materially weakens.

PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS

Issuer: Flutter Entertainment plc

Outlook Actions:

Outlook, Remains Stable

Affirmations:

Probability of Default, Affirmed Ba1-PD

LT Corporate Family Rating, Affirmed Ba1

Senior Secured Bank Credit Facility (Foreign Currency), Affirmed
Ba1

Issuer: Betfair Interactive US Financing LLC

Outlook Actions:

Outlook, Remains Stable

Affirmations:

Senior Secured Bank Credit Facility (Foreign Currency), Affirmed
Ba1

Issuer: FanDuel Group Financing LLC

Outlook Actions:

Outlook, Remains Stable

Affirmations:

Senior Secured Bank Credit Facility (Local Currency), Affirmed
Ba1

Issuer: Flutter Financing  B.V.

Outlook Actions:

Outlook, Remains Stable

Affirmations:

Senior Secured Bank Credit Facility (Foreign Currency), Affirmed
Ba1

Issuer: Flutter Treasury DAC

Outlook Actions:

Outlook, Remains Stable

Affirmations:

Backed Senior Secured (Foreign Currency), Affirmed Ba1

Backed Senior Secured (Local Currency), Affirmed Ba1

Issuer: PPB Treasury Unlimited Company

Outlook Actions:

Outlook, Remains Stable

Affirmations:

Senior Secured Bank Credit Facility (Foreign Currency), Affirmed
Ba1

COMPANY PROFILE

Flutter Entertainment plc, headquartered in Dublin, is a global
online sports betting and gaming operator. The group operates
sports betting, gaming and poker online via a portfolio of leading
international brands. Flutter's main countries of operations are
the UK and Ireland, the US and Australia. However, the company also
has operations across the world, with customers in more than 100
countries. In the UK and Ireland, Flutter also operates a retail
network of betting shops under the Paddy Power brand. In 2023, the
company reported $11.79 billion of revenue and $1.87 billion of
Further Adjusted EBITDA as defined by the company (being company
adjusted EBITDA excluding share-based compensation charge). Flutter
is listed on the New York Stock Exchange and the London Stock
Exchange and moved its primary listing to the New York Stock
Exchange in May 2024.


PENTA CLO 14: S&P Assigns B-(sf) Rating on Class F-R Notes
----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Penta CLO 14
DAC's class X-R, A-1-R, A-2-R, B-R, C-R, D-R, E-R, and F-R reset
notes. At closing, the issuer also issued unrated subordinated
notes outstanding from the existing transaction.

This transaction is a reset of the already existing transaction
which closed in March 2023. The issuance proceeds of the
refinancing debt were used to redeem the refinanced debt (the
original transaction's class A-1, A Loan, B, C, D, E, and F notes),
and pay fees and expenses incurred in connection with the reset.

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

The portfolio's reinvestment period will end 4.57 years after
closing, while the non-call period will end 1.53 years after
closing.

S&P's ratings reflect its assessment of:

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

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

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

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

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

  Portfolio benchmarks
                                                         CURRENT

  S&P Global Ratings' weighted-average rating factor    2,829.67

  Default rate dispersion                                 466.67

  Weighted-average life(years)                              4.46

  Weighted-average life including reinvestment (years)      4.57

  Obligor diversity measure                               133.56

  Industry diversity measure                               22.09

  Regional diversity measure                                1.26


  Transaction key metrics
                                                         CURRENT

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

  'CCC' category rated assets (%)                           1.15

  Target 'AAA' weighted-average recovery (%)               35.89

  Target floating-rate assets (%)                          97.36

  Target weighted-average coupon                            6.55

  Target weighted-average spread (net of floors; %)         4.02


The portfolio is well-diversified, and primarily comprises broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, we have conducted our credit and cash
flow analysis by applying our criteria for corporate cash flow
CDOs.

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the targeted weighted-average spread (4.02%),
and the targeted weighted-average coupon (6.55%) as indicated by
the collateral manager. We have assumed the targeted
weighted-average recovery rates at all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

"Our credit and cash flow analysis shows that the class B-R to F-R
notes benefit from break-even default rate and scenario default
rate cushions that we would typically consider to be in line with
higher ratings than those assigned. However, as the CLO is still in
its reinvestment phase, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings on the notes.
The class X-R, A-1-R, and A-2-R notes can withstand stresses
commensurate with the assigned ratings.

"Until the end of the reinvestment period on April 20, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and compares that with the
current portfolio's default potential plus par losses to date. As a
result, until the end of the reinvestment period, the collateral
manager may through trading deteriorate the transaction's current
risk profile, if the initial ratings are maintained.

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

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

"We consider the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.

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

S&P said, "In addition to our standard analysis, to indicate how
rising pressures among speculative-grade corporates could affect
our ratings on European CLO transactions, we also included the
sensitivity of the ratings on the class X-R to E-R notes based on
four hypothetical scenarios.

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

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to the following industries: controversial weapons; nuclear weapon
programs; illegal drugs or narcotics; thermal coal; tobacco
production; pornography; payday lending; prostitution; gambling and
gaming companies; food ("soft") commodities and agricultural or
marine commodities; oil and gas from unconventional sources*;
opioids*; palm oil; tar and oil sands*; and illegal logging."

*When company revenues are above a threshold.

Accordingly, since the exclusion of assets from these industries
and areas does not result in material differences between the
transaction and S&P's ESG benchmark for the sector, no specific
adjustments have been made in its rating analysis to account for
any ESG-related risks or opportunities.

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

  X-R     AAA (sf)     2.00      N/A     Three/six-month EURIBOR
                                         plus 0.95%

  A-1-R   AAA (sf)   236.00     41.00    Three/six-month EURIBOR
                                         plus 1.30%

  A-2-R   AAA (sf)    14.00     37.50    Three/six-month EURIBOR
                                         plus 1.60%

  B-R     AA (sf)     43.00     26.75    Three/six-month EURIBOR
                                         plus 1.90%

  C-R     A (sf)      23.00     21.00    Three/six-month EURIBOR
                                         plus 2.30%

  D-R     BBB- (sf)   28.00     14.00    Three/six-month EURIBOR
                                         plus 3.35%

  E-R     BB- (sf)    18.00      9.50    Three/six-month EURIBOR
                                         plus 6.35%

  F-R     B- (sf)     12.00      6.50    Three/six-month EURIBOR
                                         plus 8.47%

  Sub.    NR          32.90      N/A     N/A

*The ratings assigned to the class X-R, A-1-R, A-2-R, and B-R notes
address timely interest and ultimate principal payments. The
ratings assigned to the class C-R, D-R, E-R, and F-R notes address
ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

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




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

DEDALUS HEALTHCARE: S&P Affirms 'B-' ICR on Ongoing Deleveraging
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
and issue rating on health care IT service provider Dedalus
Healthcare Systems Group SpA and its debt.

The negative outlook continues to reflect S&P's view that execution
risks for the company's assumed turnaround remain, including the
still-uncertain extent of FOCF recovery and deleveraging.

S&P said, "The affirmation and negative outlook reflect our
expectation of Dedalus' continuous recovery but lack of track
record and still-weak cash flow profile. The company reported sound
trading in the first six months of 2024 with order intake rising
10% year-on-year, reported revenue growth and EBITDA
(company-defined) expanding about 2% and 1%, respectively. We
anticipate growth to accelerate in second-half 2024 owing to a
seasonality of operations in some European countries (such as
France) and the international business, with top-line growth of
5%-6% in 2024 (pro forma the disposals) and 2025. The revenue
expansion will come from demand for Dedalus' health care products
and robust spending on health care digitalization, which will be
less affected than other sectors by moderate economic growth in
Europe in 2024-2025. This, combined with declining restructuring
and exceptional costs, as well as stable R&D costs, will translate
into expanding S&P Global Ratings-adjusted EBITDA in 2024. We
assume that Dedalus will continue focusing on streamlining its
processes and costs, optimizing its product portfolio, focusing on
billing acceleration, and cash collection. However, we think that
the company's FOCF profile could remain weak for a prolonged time,
including a still-slightly negative level of reported FOCF after
leases in 2024. This is because the generated cash flow will be
fully absorbed by materially increased interest payments and
sizable capital expenditure (capex; mostly including research and
development [R&D] costs), and despite a positive impact from
working capital inflow, from cash collection on accelerated
invoicing and more favorable payment terms with suppliers."

Dedalus will deleverage in 2024-2025, but the leeway under the
rating will remain limited due to the highly indebted capital
structure. The company's cash paying debt increased about EUR105
million since the beginning of 2022 to EUR1.27 billion in
first-half 2024, mainly due to revolving credit facility (RCF)
drawings and term-loan add-ons, which Dedalus raised to partly
repay its RCF drawing over 2023-2024. In addition, the S&P Global
Ratings-adjusted debt includes the company's PIK notes that grow at
above 11% per year. While leverage peaked in 2022 at 26x (22x
excluding the PIK) due to a material decline in the company's
earnings, eroded by restructuring, exceptional, and sizable R&D
costs, Dedalus deleveraged in 2023 to 17.1x (14.5x excluding the
PIK notes) in 2023. S&P expects further deleveraging such as S&P
Global Ratings-adjusted debt to EBITDA reduction to 13.9x (11.4x
without the PIK notes) in 2024 and 11.4x (9.1x) by 2025. That said,
the leverage ratio will remain elevated compared with that of
companies in the 'B-' category, leaving Dedalus with limited room
for operating underperformance.

EBITDA cash interest coverage will weaken to 1.2x in 2024 then
rebound in 2025. S&P said, "We expect that Dedalus' interest
payments will increase materially in 2024 to about EUR103 million
from about EUR63 million in 2023. An elevated base rate, higher
amount of cash-paying debt, and changed interest payment schedule
are the main reasons behind this. As a result, EBITDA cash interest
coverage will decline to 1.2x in 2024 from 1.6x in 2023. In 2025,
however, we expect that Dedalus' interest payments will decrease,
benefiting from the capital structure being mostly hedged over
2025, and almost 70% hedged until the term loan's maturity. This
could translate into lower interest payments of about EUR85 million
in 2025, which is still well above historical levels. If the
company does not achieve the expected EBITDA growth in 2025, this
metric could remain below 1.5x for a prolonged period."

S&P said, "Dedalus liquidity's headroom has improved, and we expect
it to address its 2026-2027 debt maturities on time. The company's
liquidity position benefits from gradually improving earnings and
cash flow over the next 12 months. Also, Dedalus increased
availability under the company's RCF as of first-half-end 2024 to
more than 70% from about 30% in July 2023, by partly repaying the
RCF drawings with proceeds from a term loan B (TLB) add-ons from
2023-2024. The company's capital structure--including a total cash
paying debt of EUR1.27 billion--will mature from November 2026
(RCF) and May 2027 (TLB). We assume the company will address its
debt maturities on time and refinance it well ahead of the debt
becoming current.

"The negative outlook continues to reflect our view that execution
risks for the company's assumed turnaround remain, including the
still-uncertain extent of FOCF recovery and deleveraging. Absent
sufficient top-line growth, EBITDA margin expansion, and FOCF and
rebound in interest coverage in the next few quarters, we could
consider Dedalus' capital structure as unsustainable."

S&P could lower its rating if:

-- The company does not restore its profitability due to an
inability to streamline its cost base, higher restructuring and
exceptional costs, or lower top-line growth than we expect. S&P
expects that will translate into persistently weak EBITDA, with
EBITDA cash interest coverage remaining close to 1.0x, sustainably
negative FOCF, and no material deleveraging; or

-- Its liquidity comes under pressure, reflecting weak earnings,
unexpected working capital outflows, and further drawings under the
company's RCF.

S&P said, "We could revise the outlook to stable if Dedalus
improved its earnings and cash flow on consistent revenue growth,
with substantial EBITDA margin improvement. This will translate
into at least break-even FOCF after leases by 2025 and growing
FOCFs thereafter sustainably, EBITDA cash interest coverage rising
to 1.5x or above, and deleveraging. The outlook revision will also
depend on Dedalus' liquidity remaining adequate.

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




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

ACCORINVEST GROUP: S&P Assigns 'B' LongTerm ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned a 'B' long-term issuer credit rating to
AccorInvest Group S.A. (AIG) and a 'B+' issue rating with a '2'
recovery rating, to the company's EUR750 million senior secured
notes due 2029.

The stable outlook reflects S&P's expectations that AIG will
maintain S&P Global Ratings-adjusted debt to EBITDA of 5.5x-6.0x
(excluding preference shares) and positive free operating cash flow
(FOCF) after leases over the next 12 months, while maintaining
adequate liquidity.

S&P said, "The final issuer credit and issue ratings on the notes
are in line with the preliminary ratings we assigned Sept. 16,
2024.  The final amount of the issued senior secured notes is
EUR750 million, compared with EUR600 million initially assumed. The
additional proceeds were used to partially repay term loans A and
B, which has a neutral impact on our credit metrics. The margin on
the notes was 6.375%. There are no material changes to the final
debt documentation or to our forecasts since our original review."

S&P's rating primarily reflects a high level of financial debt and
limited flexibility, forcing the company to focus on deleveraging
and addressing its debt maturity profile in the short term. In July
2024, AIG successfully completed an amend and extend (A&E)
agreement for the existing senior secured facilities under its
senior facilities agreement (SFA). As a result, the maturities of
the main debt instruments were pushed to 2027 from 2025 and
interest margins applied to the existing facilities increased to an
average of 450 basis points from 340 basis points, reflecting
material cash interests paid by the company. The issuer has the
option to push out the maturity of the term loan B and revolving
credit facility (RCF) by an additional year, conditional to a
partial prepayment through asset disposals. AIG issued EUR750
million senior secured notes, the proceeds of which were used to
redeem the existing bridge loan and make partial repayments under
the existing term loan A and B. Following the completion of the
issuance, AIG's capital structure comprises:

-- About EUR750 million term loan A maturing June 2027;

-- About EUR1,500 million term loan B maturing December 2027 (with
a potential option to extend maturity by one year);

-- EUR250 million fully drawn RCF due December 2027 (with
potential option to extend maturity by one year);

-- EUR441 million amortizing government-backed loan (Pret garanti
par l'Etat, PGE) maturing March 2027;

-- EUR750 million senior secured notes due September 2029.

Although the notes issuance and the renegotiated terms obtained in
July 2024 lengthen the debt maturities, the strict financial
conditions obtained limit the group's financial flexibility. The
SFA terms include, among others, an excess cash flow sweep
mechanism on the company's free cash flow and strongly incentivize
the completion of at least EUR1,144 million of asset disposals by
the end of 2026, whose proceeds will be directly applied to the
repayment of the outstanding loans. As a result, AIG's operational
resources generated over the next 12-18 months, whether organically
or through asset disposals, will be mostly dedicated to service the
financial debt and reduce the loans' outstanding amounts.
Therefore, the company's current short-term financial
considerations prevail over the execution of a long-term
operational strategy, postponing investments in operations that
will ultimately drive the group's long-term growth.

The asset disposal plan will help improve AIG's profitability,
contributing to organic deleveraging. AIG possesses an estate of
about 736 hotels with a gross asset value (GAV) of about EUR8.6
billion as of December 2023, of which about EUR6.1 billion are
owned assets and EUR2.5 billion are leased. As part of the A&E on
the SFA negotiated over the past year, AIG committed to dispose of
at least EUR1,144 million of assets, applying the proceeds to the
repayment of the outstanding loans, and will be allowed to retain
50% of the profit from the disposals once this threshold has been
reached and the reported leverage ratio has declined below 5x. S&P
said, "We understand that, since 2021, the company has been able to
raise significant proceeds from disposing of hotels at an average
price aligned or above the latest market valuation. Given the
strong track record of disposals and the group's strategic
objective of optimizing its portfolio, in 2022 it upgraded its
asset disposal plan to EUR1.7 billion. AIG will dispose on a
first-priority basis noncore nonstrategic less-profitable leased
assets, which will help the group to recalibrate its portfolio
toward owned hotels, refocus its operations on the European
continent, and improve its profitability. While we assume some
execution risk for the disposal plan and give credit to only about
EUR1.3 billion of asset disposals in our forecasts, we believe that
the plan will help to increase the company's S&P Global
Ratings-adjusted EBITDA margin to about 23% in 2024 and 2025, from
21.8% in 2023, which will also contribute organically to
deleveraging."

A high cash interest burden will constrain FOCF over the next 12-18
months. The improvement in the company's EBITDA margin will sustain
FOCF after leases over the next 12 months, although the increase in
the interest margins applied to the loans and the senior secured
notes will weigh substantially on cash flows. Capital expenditure
will also increase to about EUR250 million per year, from about
EUR210 million in 2023, reflecting the acceleration of renovations
and improvements to the existing hotels, subject to the cap imposed
by the SFA. S&P said, "Consequently, we forecast about EUR20
million of FOCF after lease payments in 2024 and EUR35 million in
2025, down from EUR189 million in 2023. We believe that the senior
secured notes issuance is the first milestone in the implementation
of a cheaper and lighter capital structure. While this is not part
of our current forecast, we expect the company will proceed to
progressively refinance the remaining loans under the SFA over the
next 12-18 months, reducing the weight of financial interest and
returning to a more normative FOCF after leases of about EUR120
million in 2026."

Well-capitalized and supportive shareholders bolster the group's
creditworthiness. In July 2024, AIG's shareholders approved a
capital increase of the group, taking the form of a EUR200-million
issuance of preference shares, which S&P treats as a debt-like
instrument because the documentation anticipates the possibility of
an eventual future repurchase from the group, under certain
conditions. That said, the preference shares are fully subordinated
to the existing and future company's debt and are unsecured and
unguaranteed instruments in the capital structure. The proceeds
from these shares, combined with AIG's operating cash flow, the
proceeds from the asset disposal plan received so far, and the
proceeds from the notes issuance of notes have been used to repay
the bridge loan. Consequently, S&P Global Ratings-adjusted leverage
will decline to 5.8x (excluding preference shares) by the end of
2024, from 6.6x at the end of 2023. Shareholders are also committed
to support further issuance of preference shares of up to EUR200
million, depending on the group's progress on its disposal plan
over the period to March 2025, and reduce the amount of the
outstanding facilities under the SFA. This follows the support that
shareholders already gave during the pandemic of EUR477 million of
common equity. We believe that shareholders' track-record and
commitment to supporting deleveraging alleviates to some extent the
plan's execution risk and strengthens creditworthiness overall.

Positive market dynamics in the hotel and lodging industry should
support organic growth. Excluding the impact of the disposal plan,
AIG's revenue per available room (RevPar) in the first half of 2024
increased by about 3%, supported by growth in both average daily
rates and occupancy rates. The group's reported EBITDA also
increased by 4%, reflecting the termination of lease agreements and
the disposal of non-profitable and less profitable hotels in line
with the strategic plan. S&P said, "We forecast high average daily
rates for the remainder of 2024, but we also believe that further
increases should abate as economic growth remains moderate and
inflation should slow over the next two years. That said, occupancy
rates should continue to play favorably in the RevPar dynamics,
thanks to a gradual improvement in volumes of business travellers,
which constitute about 47% of AIG's customer base. Therefore, we
expect the revenue of those hotels not subject to the disposal plan
to increase by about 2% in 2024 and 4% in 2025, supporting the
growth of the going-concern perimeter."

Single-manager exposure and a high fixed-cost base constrain the
group's creditworthiness. AIG operates its hotels under 14 brands
from the leading hotel manager and shareholder Accor S.A.
(BBB-/Stable/A-3). While Accor is a well-established global player
in the hotel and lodging industry, the lack of manager
diversification ties AIG's operational performance exclusively to
that of its shareholder. Effectively, the rates that AIG can apply
to its rooms and other revenue-enhancing strategic initiatives
(such as loyalty programs, marketing campaigns, etc.) are dictated
by Accor, reducing the company's ability to increase prices or put
in place other revenue-generating operations. Moreover, AIG pays
significant management and other fees to Accor, which, as a
percentage of revenue, is higher than rated peers such as Ryman
Hospitality Properties Inc. (B+/Positive/--) and Park Hotels &
Resorts Inc. (BB-/Stable/--), partially explaining the smaller
EBITDA margin compared with these rated peers. Our 'B' long-term
issuer credit rating on AIG also reflects its status as an
asset-heavy lodging operator, with a significant fixed cost base
composed of personnel costs, hotel running costs, management fees,
and lease costs. Therefore, while AIG's EBITDA generation flows
from the RevPar achieved on its rooms, AIG's future earnings are a
function of the group's ability to optimize its asset portfolio,
improve the efficiency of its hotel operations, and increase its
return on capital employed. In this context, S&P believes that the
asset disposal plan should help the company to reduce the lease
burden and increase its share of good quality owned assets through
asset swaps, providing a higher level of financial flexibility from
2026.

Outlook

S&P said, "The stable outlook reflects our expectations that AIG
will pursue its asset disposal plan, thereby addressing its
front-loaded debt maturity profile, reducing its outstanding
financial debt, and optimizing its asset portfolio, such that S&P
Global Ratings-adjusted leverage will remain stable at about
5.5x-6.0x (excluding preference shares) and adjusted funds from
operations (FFO) to debt at about 8%-10% over the next 12 months,
while generating positive FOCF after leases. We also expect the
company to maintain adequate liquidity over the next 12 months."

Downside scenario

S&P would lower the rating on AIG if choppy market conditions
hindered the group's ability to complete its asset disposals in
line with the budget and the group was unable to successfully
refinance its capital structure on a timely basis, causing S&P
Global Ratings-adjusted leverage (excluding preference shares) to
increase above 7.0x and leading to material refinancing risk and
liquidity pressure within the next 12 months.

Additional rating pressure could arise if there were a material
deterioration in the competitive landscape that significantly
impaired the group's business model due to macroeconomic or
geopolitical event risks, or intense competition resulting in a
dramatic reduction in the volume of customers for a prolonged
period, or a substantial increase in costs, causing FOCF after
leases to turn negative.

Upside scenario

S&P said, "We could raise the rating on AIG if the company made
significant progress toward the completion of its asset disposal
plan and refinancing of its capital structure, resulting in a
longer debt maturity profile, lower financial leverage, stronger
liquidity, and a more efficient asset portfolio. In this case, we
should also see S&P Global Ratings-adjusted leverage (excluding
preference shares) improving to below 5.5x, FFO to debt reaching
12%, and materially positive FOCF after leases.

"Environmental factors are a neutral consideration in our credit
ratings analysis of AIG. The group has a dedicated committee and
internal monitoring tools that drive investments in improving the
sustainability of the company's assets. The company is actively
pursuing sustainable building certifications with BREEAM and Green
Key in order to have 80% of the portfolio certified by the end of
2026. These certifications require low operating expenditure and
will improve utilities usage and energy consumption of the
buildings, lowering the company's overall carbon emissions at an
asset level. AIG is also committed to reduce greenhouse gas
emissions from Scope 1 and 2 by 2030, which were already lowered by
12% since 2019, while 97% of the hotel portfolio has removed
single-use plastics, reducing the environmental footprint.

"Social factors are a negative consideration in our credit rating
analysis of AIG. In general, we see social risks as an inherent
part of the hotel industry, which is exposed to health and safety
concerns, terrorism, cyberattacks, and geopolitical unrest."

Governance factors are a neutral consideration. Although there is
no publicly stated financial policy, the company currently has
limited capacity to distribute dividends under its debt
documentation. S&P said, "We also do not expect the group to
materially increase financial leverage over the forecast period. We
note that the group also has a very supportive shareholder base,
which includes Accor S.A. (holding about 30% of AIG), the
Singaporean and Saudi sovereign wealth funds, and other
institutional investors (70%). To support the group during the
pandemic, shareholders injected EUR477 million of equity in 2021.
They also contributed EUR200 million of equity in the form of
preference shares as part of the A&E agreement of July 2024 and we
understand that they remain committed to another EUR200 million if
the execution of the disposal plan is slower than currently
anticipated."




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

EMF-NL PRIME 2008-A: S&P Affirms 'D(sf)' Rating on Class D Notes
----------------------------------------------------------------
S&P Global Ratings raised its ratings on EMF-NL Prime 2008-A B.V.'s
class A2 notes to 'AA- (sf)' from 'BB (sf)' and class A3 notes to
'A+ (sf)' from 'BB (sf)'. At the same time, S&P affirmed its 'B-
(sf)', 'CCC (sf)', and 'D (sf)' ratings on the class B, C, and D
notes, respectively.

S&P's ratings in this transaction address timely receipt of
interest and ultimate repayment of principal for all classes of
notes.

The upgrades reflect the increased credit enhancement and improved
cash flow results. S&P also considered that if current prepayment
trends continue, the class A2 and A3 notes will amortize in
approximately the next 18 and 24 months, respectively.

S&P said, "After applying our global RMBS criteria, our
weighted-average foreclosure frequency (WAFF) assumptions
increased, and our weighted-average loss severity (WALS)
assumptions decreased. The higher WAFF reflects the lower effective
loan-to-value (LTV) ratio and seasoning, which offset an increase
in arrears. Our WALS assumptions decreased at all rating levels
because of a lower weighted-average current LTV ratio and jumbo
valuations."

  Table 1

  WAFF and WALS levels

  RATING LEVEL      WAFF (%)  WALS (%)

  AAA               20.37     34.89

  AA                15.67     26.24

  A                 13.12     13.73

  BBB               10.70     7.25

  BB                8.15      3.63

  B                 7.51      2.00

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.

  Table 2

  Credit enhancement levels--sequential

  CLASS     CE (%)   CE AS OF PREVIOUS REVIEW (%)

  A2        64.43    51.94

  A3        45.6     36.55

  B         22.99    18.08

  C         6.04     4.23

  D         -10.91   -9.62

CE--Credit enhancement.


Since October 2013, the reserve fund has been fully depleted,
making the transaction, and particularly the subordinated notes,
more sensitive to any potential liquidity stresses. The class D
notes saw interest shortfalls in the last 12 months. Given the
transaction's low excess spread, the class D notes' principal
deficiency ledger (PDL) amounts have only slightly decreased since
S&P's previous review, with EUR5.8 million outstanding.

S&P's operational, legal, and counterparty risk analysis remains
unchanged since our previous full review.

Total loan level arrears increased to 8.2% in July 2024 from 3.91%
in January 2023, mostly driven by higher interest rates. The
collateral entirely comprises interest-only loans with a large
concentration of maturity dates in 2037 and 2038.

S&P said, "We considered tail-end risk given the collateral's
nonconforming nature (the pool factor in July 2024 was 23%), the
refinancing difficulties these borrowers might face, as well as our
sensitivity analysis results. Furthermore, the issuer may redeem
all the notes at their outstanding principal amount minus the
relevant PDL, together with accrued interest, if the principal
amount outstanding of the notes is at any time lower than 10% of
the aggregate principal amount of the collateral-backed notes at
closing.

"The class A2 notes achieve higher cash flow output under our
standard cash flow analysis and sensitivity analysis, however, the
assigned rating is capped by our counterparty rating criteria. We
raised to 'AA- (sf)' from 'BB (sf)' and to 'A+ (sf)' from 'BB (sf)'
our ratings on the class A2 and A3 notes, given their strong cash
flow results and increased credit enhancement.

"Our credit and cash flow analysis and the results of our
sensitivity analysis indicate that the ratings on the class B, C,
and D notes are sensitive to liquidity stresses due to the depleted
reserve fund and very low excess spread.

"In our standard cash flow analysis, the class B and C notes do not
pass at the 'B (sf)' stress level. For the class B notes, we do not
expect the issuer to be dependent upon favorable business,
financial, and economic conditions to meet its financial
commitment. These notes have positive credit enhancement, and only
face a minor technical interest shortfall under a steady-state
scenario. Consequently, we affirmed our 'B- (sf)' rating on this
class of notes.

"However, the class C notes continue to face shortfalls under our
steady-state scenario, in which we applied contractual fees and
conditional prepayment rate in line with the average of the last
year. Therefore, in our view, the issuer is dependent upon
favorable conditions to meet its financial commitment for this
tranche. We therefore affirmed our 'CCC (sf)' rating.

"Since January 2023 and April 2023, the class D notes have
consistently missed interest payments due to noteholders. We
lowered our rating on the class D notes in May 2023, and we believe
it is unlikely that full interest--including full reimbursement of
the interest shortfall amount--will resume. We do not expect that
the issuer will be able to repay this class considering the
negative credit enhancement. We therefore affirmed our 'D (sf)'
rating."

EMF-NL Prime 2008-A is a Dutch RMBS transaction, which closed in
May 2008 and securitizes a pool of loans secured on first-ranking
mortgages in the Netherlands.




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

ALEXANDRA PETER: Leonard Curtis Named as Joint Administrators
-------------------------------------------------------------
Alexandra Peter Ltd was placed in administration proceedings in the
High Court of Justice Business and Property Courts in Manchester,
Insolvency & Companies List (ChD), Court Number: CR-2024-001211,
and Iain David Nairn and Sean Williams of Leonard Curtis were
appointed as administrators on Sept. 19, 2024.  

Alexandra Peter, trading as The Mortal Man, operates licensed
restaurants.

Its registered office is at The Mortal Man, Guy Lane, Windermere,
LA23 1PL to be changed to Unit 13, Kingsway House, Kingsway, Team
Valley Trading Estate, Gateshead NE11 0HW.  Its principal trading
address is at The Mortal Man, Guy Lane, Windermere, LA23 1PL.

The joint administrators can be reached at:

            Iain David Nairn
            Leonard Curtis
            Unit 13, Kingsway House
            Kingsway Team Valley Trading Estate
            Gateshead, NE11 0HW

            -- and --

            Sean Williams
            Leonard Curtis, 9th Floor
            7 Park Row, Leeds
            LS1 5HD

For further information, contact:

             The Joint Administrators
             Email: recovery@leonardcurtis.co.uk
             Tel No: 0191 933 1560

Alternative contact: Ryan Butler


ANCESTREL WINES: FRP Advisory Named as Joint Administrators
-----------------------------------------------------------
Ancestrel Wines Ltd was placed in administration proceedings in the
High Court, Court Number: CR-2024-5429, and Miles Needham and Sarah
Cook of FRP Advisory Trading Limited were appointed as
administrators on Sept. 18, 2024.  

Ancestrel Wines provides food services.

Its registered office is at 9 Stanstead Road, London, SE23 1HG in
the process of being changed to C/O FRP Advisory Trading Limited, 4
Beaconsfield Road, St Albans, Hertfordshire, AL1 3RD.  Its
principal trading address is at 9 Stanstead Road, London, SE23
1HG.

The joint administrators can be reached at:

            Miles Needham
            Sarah Cook
            FRP Advisory Trading Limited
            4 Beaconsfield Road, St Albans
            Hertfordshire
            AL1 3RD

For further information, contact 01727-811111

Alternative contact:

            James Case
            Email: cp.stalbans@frpadvisory.com


BALLIE LTD: Quantuma Advisory Named as Administrators
-----------------------------------------------------
Ballie Ltd was placed in administration proceedings in the High
Court of Justice Business and Property Courts of England and Wales,
Court Number: CR-2024-005211, and Andrew Andronikou and Brian Burke
of Quantuma Advisory Limited were appointed as administrators on
Sept. 19, 2024.  

Ballie Ltd, trading as Ballie Ballerson London, operates licensed
restaurants.

Its registered office is at 2nd Floor Grove House 6 Meridians
Cross, Ocean Way, Southampton, SO14 3TJ and it is in the process of
being changed to c/o Quantuma Advisory Limited, 7th Floor, 20 St
Andrew Street, London, EC4A 3AG.  Its principal trading address is
at 97/113 Curtain Road, London, EC2A 3BS.

The administrators can be reached at:

           Andrew Andronikou
           Brian Burke
           Quantuma Advisory Limited
           7th Floor, 20 St. Andrew Street
           London, EC4A 3AG

For further details, contact:

            Darren McEvoy
            Email: darren.mcevoy@quantuma.com
            Tel No: 020 3856 6720


BARKER HOMES: Moorfields Named as Joint Administrators
------------------------------------------------------
Barker Homes Park Lane Limited was placed in administration
proceedings in the High Court of Justice, Business and Property
Work, Insolvency and Companies List (ChD), Court Number: 005433 of
2024, and Arron Kendall and Michael Solomons of Moorfields were
appointed as administrators on Sept 18, 2024.  

Trust Distribution engages in the development of building
projects.

Its registered office is at 14 High Street, Rushden, NN10 0PR.  Its
principal trading address is at Park House, Park Lane, Hemel
Hempstead, HP2 4TT.

The joint administrators can be reached at:

           Arron Kendall
           Michael Solomons
           Moorfields
           82 St John Street, London
           EC1M 4JN
           Tel No: 020 7186 1144

For further information, contact:

           Tess Mitchell
           Moorfields
           82 St John Street, London
           EC1M 4JN
           Tel No: 020 7186 1182
           Email: tess.mitchell@moorfieldscr.com


CARP4LESS LIMITED: Opus Restructuring Named as Administrators
-------------------------------------------------------------
Carp4less Limited was placed in administration proceedings in the
High Court of Justice Business, Court Number: CR-2024-005451, and
Joanne Kim Rolls and Adrian Paul Dante of Opus Restructuring LLP
were appointed as administrators on Sept. 19, 2024.  

Carp4less Limited, trading Angling4less, engages in the retail sale
of sports goods, fishing gear, camping goods, boats and bicycles.

Its registered office and principal trading address is at Unit 7
Deadbrook Lane, Aldershot, GU12 4UH.

The joint administrators can be reached at:

           Joanne Kim Rolls
           Opus Restructuring LLP
           322 High Holborn, London
           WC1V 7PB
           
           -- and --

           Adrian Paul Dante
           Opus Restructuring LLP
           First Floor, Milwood House
           36B Albion Place, Maidstone
           Kent, ME14 5DZ

For further information, contact:
           
           The Joint Administrators
           Tel: 01622 804863

Alternative contact: Bethany Tuffs


CRS DISPLAY: Path Business Named as Administrator
-------------------------------------------------
CRS Display Ltd was placed in administration proceedings in the
High Court of Justice, Court Number: CR2024MAN001207, and Gareth
Howarth of Path Business Recovery Limited was appointed as
administrators on Sept. 20, 2024.  

CRS Display engages in sign and display printing.

Its registered office and principal trading address is at 3 Second
Way, Wembley, HA9 0YJ.

The joint administrators can be reached at:

           Gareth Howarth
           Path Business Recovery Limited
           2nd Floor, 9 Portland Street
           Manchester
           M1 3BE
           Tel No: 0161 413 0999

For further information, contact:
           
           Tess Mitchell
           Moorfields
           82 St John Street, London
           EC1M 4JN
           Email: tess.mitchell@moorfieldscr.com
           Tel No: 020 7186 1182

Alternative contact:

           Daniel McNamee
           Path Business Recovery Limited
           2nd Floor, 9 Portland Street
           Manchester
           M1 3BE
           Email: daniel.mcnamee@pathbr.co.uk
           Tel No: 0161 413 0999


DRIVER 8: SPK Financial Named as Joint Administrators
-----------------------------------------------------
Driver 8 Ltd was placed in administration proceedings in the High
Court of Justice The Business and Property Courts in Leeds, Court
Number: CR-2024-LDS-000924, and Stuart Kelly and Claire Harsley of
SPK Financial Solutions Limited were appointed as administrators on
Sept. 23, 2024.  

Driver 8 engages in taxi operation, land transport, and activities
of employment placement agencies.

Its registered office and principal trading address is at 17
Hanover Square, London, England, W1S 1BN.  

The joint administrators can be reached at:

            Stuart Kelly
            Claire Harsley
            SPK Financial Solutions Limited
            7 Smithford Walk
            Prescot Liverpool
            L35 1SF

For further information, contact:

             Adam Farnworth
             Email: info@spkfs.co.uk
             Tel No: 0151 739 2698


EUROPEAN APPAREL: SPK Financial Named as Joint Administrators
-------------------------------------------------------------
European Apparel Ltd was placed in administration proceedings in
the High Court of Justice The Business and Property Courts in
Leeds, Court Number: CR-2024-LDS-000925, and Stuart Kelly and
Claire Harsley of SPK Financial Solutions Limited were appointed as
administrators on Sept. 23, 2024.  

European Apparel engages in non-specialised wholesale trade and the
retail sale of clothing in specialized stores.

Its registered office and principal trading address is at Unit 8
Trafalgar Business Park, Broughton Lane, Manchester, M8 9TZ.  

The joint administrators can be reached at:

            Stuart Kelly
            Claire Harsley
            SPK Financial Solutions Limited
            7 Smithford Walk
            Prescot Liverpool
            L35 1SF

For further information, contact:
           
             Adam Farnworth
             Email: info@spkfs.co.uk
             Tel No: 0151 739 2698
             

IPG CONSTRUCTION: Opus Restructuring Named as Administrators
------------------------------------------------------------
IPG Construction Ltd was placed in administration proceedings in
the High Court of Justice, Court Number: CR-2024-005320, and Louise
Williams and Paul Mallatratt of Opus Restructuring LLP were
appointed as administrators on Sept. 13, 2024.  

IPG Construction engages in construction installation.

Its registered office is at 1 Radian Court, Knowlhill, Milton
Keynes, Buckinghamshire, MK5 8PJ.   Its principal trading address
is at 103 Ashbourne Road, Derby, DE22 3FW

The administrators can be reached at:

            Louise Williams
            Paul Mallatratt
            Opus Restructuring LLP
            Bridgford Business Centre
            29 Bridgford Road, West Bridgford
            Nottingham, NG2 6AU

For further information, contact:
           
            The Joint Administrators
            Tel No: 0115 666 8230

Alternative contact: Precious Bakare


PRESSED STEEL: Interpath Advisory Named as Administrators
---------------------------------------------------------
Pressed Steel Products Limited 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-000903, and James Ronald Alexander Lumb and James
Richard Clark of Interpath Advisory were appointed as
administrators on Sept. 20, 2024.  

Pressed Steel Products, trading as PSP Group, engages in the
letting and operating of own or leased real estate.

Its registered office is at c/o Interpath Advisory, 60 Grey Street,
Newcastle, NE1 6AH.  Its principal trading address is  Unit 11, All
Saints Industrial Estate, Shildon, Co Durham, DL4 2RD.

The administrators can be reached at:

           James Ronald Alexander Lumb
           Interpath Advisory
           60 Grey Street, Newcastle
           NE1 6AH

           -- and --

           James Richard Clark
           Interpath Advisory, 4th Floor
           Tailors Corner, Thirsk Row
           Leeds
           LS1 4DP

For further information, contact:
           
            Martyna Trzaska
            Email: psparchitectural@interpath.com


SELINA HOSPITALITY: Statement of Proposals Okayed by Deemed Consent
-------------------------------------------------------------------
Creditors of Selina Hospitality PLC are notified that the statement
of proposals of the Company's Joint Administrators has been
approved by deemed consent on Sept. 20, 2024 pursuant to Paragraph
53(2) of Schedule B1 to the Insolvency Act 1986 and Rule 3.41(1) of
the Insolvency (England and Wales) Rules 2016.  

The statement of proposals are for the purpose of achieving the
purpose of Selina Hospitality's Administration.

Selina Hospitality, a "digital nomad" hotel brand, is previously
named Selina Holding Company, UK Societas and Selina Holding
Company SE.  The company was placed in administration in the High
Court of Justice, Business and Property Courts of England and
Wales, Insolvency and Companies List (ChD), Court Number:
CR-2024-004324 in July 2024.  Andrew James Johnson, Samuel
Alexander Ballinger, and Ali Abbas Khaki of FTI Consulting LLP were
appointed as administrators.  


SUNSTONE IP: KBL Advisory Named as Joint Administrators
-------------------------------------------------------
Sunstone IP Systems Limited was placed in administration
proceedings in the High Court of Justice Business and Property
Courts in Manchester Company and Insolvency List, Court Number:
CR-2024-MAN-1153 of 2024, and Steve Kenny and Richard Cole of KBL
Advisory Limited were appointed as administrators on Sept. 19,
2024.  

Its registered office is at Unit 1&2, Altira Business Park The
Boulevard, Altira Business Park, Herne Bay, Kent, CT6 6GZ.  Its
principal trading address is at Canterbury Innovation Centre,
University Road, Canterbury, Kent, CT2 7FG.

The joint administrators can be reached at:

            Steve Kenny
            Richard Cole
            KBL Advisory Limited
            Stamford House, Northenden Road
            Sale, Cheshire, M33 2DH

For further information, contact:
             
             Jessica Higginson
             KBL Advisory Limited
             Email: Jessica.Higginson@kbl-advisory.com
             Tel No: 0161 637 8100


THAMES WATER: Moody's Lowers CFR to Caa1, Outlook Remains Negative
------------------------------------------------------------------
Moody's Ratings has downgraded to Caa1 from Ba2 the corporate
family rating as well as to Caa2-PD from Ba3-PD the probability of
default rating of Thames Water Utilities Ltd. (Thames Water).
Concurrently, Moody's have also downgraded the backed senior
secured debt (referred to as Class A under its finance documents)
ratings of Thames Water's guaranteed finance subsidiary Thames
Water Utilities Finance Plc (TWUF) to Caa1 from Ba1 and its backed
subordinated debt (referred to as Class B under its finance
documents) ratings to C from B3. The outlook on Thames Water and
TWUF remains negative.

The rating action follows Thames Water's announcement, on September
20, 2024, that most of its liquidity would expire by December 2024,
and accessing remaining liquidity will require creditor
consent.[1]

RATINGS RATIONALE

The downgrade reflects a significantly tighter liquidity position
than previously expected and Moody's view that this will likely
lead in the near term to a distressed exchange, where creditors
agree to some form of amendment or extension of credit terms that
results in a loss, or a loss is otherwise imposed on them, relative
to the original promise to pay. A distressed exchange of this type
constitutes a default by Moody's definition. In the medium term,
inability to attract new equity funding may ultimately lead to a
creditor-led debt restructuring or one that is imposed as part of a
special administration process, should the company meet the
criteria for special administration to be called.

On September 20, Thames Water announced that, as at August 31,
2024, it had GBP1.57 billion of liquidity consisting of GBP1.15
billion of cash and cash equivalents (including dedicated reserves
of GBP0.38 billion) and GBP0.42 billion of Class A and Class B
undrawn committed facilities. The company's announcement indicates
that the company will run out of cash by December 2024 unless it
utilises its reserves with creditor consent, rather than the
company's previously stated liquidity runway to May 2025.

The dedicated cash reserves are maintained to facilitate forecast
debt service related to interest payments as well as an element of
operating and maintenance expenditure over a 12 months
forward-looking period. Drawing on these reserves if not
replenished once drawn would trigger an event of default under the
company's debt documentation. Thames Water stated in its
announcement that it remains in discussion with creditors to
release these cash reserves, likely requiring a waiver of the event
of default that would otherwise result.

Remaining undrawn revolving facilities can be drawn while the
company remains subject to a trigger event, as is currently the
case due to its breach of minimum rating requirements as well as
forecast trigger event ratio thresholds. However, these would no
longer be available during an event of default.

Thames Water has a further GBP0.55 billion of undrawn reserve
liquidity facilities, which are available during an event of
default and resulting standstill under the finance documents.

According to Thames Water's announcement, current cash reserves,
including from drawn facilities, would be used up by December 2024,
if neither of the reserved cash or undrawn amounts under revolving
credit facilities can be drawn. Extending the liquidity runway to
May 2025, the company's previously stated period to which liquidity
was available, effectively requires the use of all emergency
reserves.

The company, along with its peers, is currently subject to a
regulatory price review, which will set cost allowances, returns
and bills for the next five-year regulatory period starting on
April 1, 2025. It is also expecting to launch a formal equity
solicitation process in the coming weeks, to attract new equity
funding of at least GBP3.25 billion. Moody's believe that new
equity funding is unlikely to be provided before a final regulatory
determination is received. Ofwat, the economic regulator for water
and wastewater companies in England and Wales, is expected to
publish its final tariff settlement in December 2024 or January
2025. However, Thames Water will have the option to appeal this
decision and a re-determination by the Competition and Markets
Authority could delay a final settlement well into the second half
of 2025 or beyond.

Given the worsening liquidity situation  and a potentially lengthy
process to attract new equity funding, Moody's believe that a
distressed exchange over the coming months is now a highly likely
scenario. This could initially take the form of amending and
extending existing terms of outstanding debt.

In addition, a final determination that does not move materially
from a tough draft regulatory determination may not provide an
attractive risk-return balance for existing or new investors.
Inability to attract new equity funding may ultimately lead to a
creditor-led debt restructuring or one that is imposed as part of a
special administration process, should the company meet the
criteria for special administration to be called.

Overall, Thames Water's business risk remains supported by the
company's position as a monopoly provider of essential water and
sewerage services. Lenders also benefit from certain protections
within its financing structure, including separate liquidity
reserves as well as creditor oversight during a trigger event or
event of default under its finance documents. However, the Caa1 CFR
is constrained by the – in Moody's view – high likelihood of a
distressed exchange.

Financial strategy and risk management is a key consideration under
Moody's approach for assessing governance risks under Moody's ESG
framework. In light of the company's diminishing financial
flexibility Moody's have adjusted downward Moody's view of
financial policy and revised Moody's ESG Governance issuer profile
score to G-5 from G-4. Moody's maintain an overall credit impact
score of CIS-5, meaning that the rating is materially lower because
of the presence of high environmental (E-4, associated with
pollution incidents), social (S-4 due to heightened public and
political attention on operational and financial performance) and
very high governance (G-5) risks.

The senior secured Caa1 rating of the Class A bonds issued by
Thames Water's finance subsidiary, in line with the CFR, reflects
their senior ranking in the cash waterfall and after any
enforcement of security. However, it also takes into account
additional super-senior obligations, including derivate liabilities
with a mark-to-market value of around GBP1.3 billion at March 2024,
as well as the potential for additional liquidity to be provided on
a super-senior basis, which could further reduce cash flows
available to service Class A creditors. The C rating of the Class B
bonds reflects Moody's expectation of a heightened expected loss
severity for the Class B lenders, given their deeply subordinated
position in the cash flow waterfall.

RATING OUTLOOK

Thames Water's outlook remains negative, reflecting the risk that
any potential creditor loss following a default may be higher than
embedded in current ratings.

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

An upgrade of the ratings is unlikely in the near term. However,
upward pressure could arise in the medium to long term if there was
a substantial deleveraging, either as a result of a significant
equity injection or following a debt restructuring process.

Thames Water's ratings, specifically its CFR or senior secured
Class A debt ratings, could be downgraded further if creditors
incurred more significant losses than embedded within current
ratings.

LIST OF AFFECTED RATINGS

Issuer: Thames Water Utilities Ltd.

Downgrades:

LT Corporate Family Ratings, Downgraded to Caa1 from Ba2

Probability of Default, Downgraded to Caa2-PD from Ba3-PD

Outlook Actions:

Outlook, Remains Negative

Issuer: Thames Water Utilities Finance Plc

Downgrades:

Backed Subordinate Medium-Term Note Program, Downgraded to (P)C
from (P)B3

Backed Senior Secured Medium-Term Note Program, Downgraded to
(P)Caa1 from (P)Ba1

Backed Subordinate Regular Bond/Debenture, Downgraded to C from
B3

Backed Senior Secured Regular Bond/Debenture, Downgraded to Caa1
from Ba1

Outlook Actions:

Outlook, Remains Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Regulated Water
Utilities published in August 2023.

Thames Water is the largest of the ten main water and sewerage
companies in England and Wales by both RCV (GBP20 billion at March
2024) and number of customers served. The company provides drinking
water to around nine million customers and sewerage services to
around 15 million customers in London and the Thames Valley.


THAMES WATER: S&P Lowers Class A Debt Rating to 'CCC+'
------------------------------------------------------
S&P Global Ratings lowered its issue ratings on the class A and
class B debt, which are based on the 'ccc' stand-alone credit
profile (SACP), to 'CCC+' and 'CCC-', respectively, from 'BB' and
'B' previously on Thames Water Utilities Finance PLC (Thames
Water).

S&P assigned a negative outlook to both the class A and class B
debt.

S&P has revised our assessment of Thames Water's liquidity to weak
from less than adequate and management and governance to negative
from moderately negative, in line with its view of deficiencies in
the liquidity risk management.

On Sept. 20, 2024, Thames Water Utilities Finance PLC (Thames
Water) announced that its liquidity sources only cover its
liquidity needs until December 2024, unless it obtains senior
creditors' approval to release GBP0.38 billion of cash reserved
under its financing covenants and unless it can draw on its GBP0.42
billion revolving credit facility (RCF) line.

This announcement is contrary to S&P's previous expectation in
July, based on the company's disclosure, that liquidity would last
the company through May 2025.

Available liquidity sources without access to undrawn RCF and
reserved cash will only last through December 2024. On Sept. 20,
Thames Water disclosed via a process update materially negative new
liquidity information relative to that available to S&P when it
took its previous rating action on July 31. This update states that
Thames Water only has access to GBP0.77 billion of available cash,
while access to the GBP0.42 billion of undrawn class A and class B
RCF is uncertain. Without access to the GBP0.38 billion reserved
cash (which would require majority creditor consent via a covenant
waiver) and ability to draw on the RCF, Thames Water would expect
to enter a standstill period in December 2024. S&P now assesses
management and governance as negative.

The company could enter a standstill period in December 2024. If
the company were to access the GBP0.38 billion reserved cash
without a waiver or were to draw on the GBP0.55 billion dedicated
liquidity reserves, the company would cause an event of default
under its debt documents and enter a standstill period. During a
standstill period, S&P's understand that: interest and principal
payments remain due as scheduled (if permitted by the payment
waterfall); a standstill cash manager would control all payments
into and out of Thames Water; and the cash manager would have
access to the dedicated debt-service reserve accounts and
facilities totaling GBP0.93 billion. Even with access to this
additional liquidity, the company stated it would now only have
sufficient liquidity sources to cover uses until May 2025 (which
the company had previously forecast would be covered without
needing to access the liquidity facilities); therefore, S&P now
assesses liquidity as weak. In line with its 'CCC' rating criteria
it sees it as likely that Thames Water will default in the next 12
months without any material positive developments.

S&P said, "We see material risk of a debt restructuring, which we
would consider akin to a default under our rating definitions,
prior to a potential equity injection. Thames Water has stated that
it does not expect to receive any equity injection until after the
final determination, which is expected at the earliest on Dec. 19,
2024. The company has been engaging with its financial
stakeholders, and they are together considering options for the
increase of its liquidity sources to enable time to complete a
recapitalization transaction. Unless creditors are adequately
compensated in the form of amendment fees or increased interest
rates, we believe that if a debt restructuring happens, it could be
akin to a default under our rating definitions.

"We still see the company's financing structure as providing
certain protections to its class A creditors. Therefore, we rate
the class A debt one notch above its 'ccc' SACP, at 'CCC+'. The
increased risk associated with the class B debt means that we notch
it down from the SACP to 'CCC-'."

The negative outlook on both the class A and class B debt reflects
the material risks that a debt restructuring could be announced in
the coming months, on account of an anticipated near-term liquidity
shortfall.

Further rating downside could be the result of an announcement of a
potential debt restructuring or a further deterioration of the
company's liquidity position in the absence of any remedial
actions.

S&P could revise the outlook to stable or raise the ratings if
Thames Water meaningfully improves its liquidity position without
weakening terms for current lenders.


ZEUS BIDCO: S&P Lowers LT ICR to 'B' on Increasing Financial Risks
------------------------------------------------------------------
S&P Global Ratings lowered to 'B' from 'B+' its long-term issuer
credit rating on U.K.-Based Zeus Bidco Ltd. (Zenith Group), the
holding company of Zenith Group's operating subsidiaries, and on
its senior notes.

The negative outlook indicates that S&P may lower its rating on
Zeus Bidco if its performance continues to deteriorate on the back
of a further decline in used car prices, increasing its refinancing
risks and putting pressure on its business prospects.

Lower used car prices, in particular for BEVs, and cost inflation
significantly weakened Zenith's profitability and interest coverage
ratio. Zenith's EBIT margin dropped to 7.6% for the financial year
ended March 31, 2024 (FY2024) from 18.7% for FY2023, mainly as a
result of the significant and protracted decline of prices of used
cars, which Zenith sells at lease contracts' termination. Since
March last year, prices of BEVs, which now make up about 20% of
Zenith's total vehicle disposals, dropped by more than 25%, and
prices of non-electric vehicles declined by 10%-15%, depending on
the type. The drop in used car prices reflects weaker consumer
demand and a higher supply of new cars due to better supply chain
conditions. It follows a period of abnormally high prices in the
post-pandemic period, which elevated Zenith's profitability over
2021-2022.

As a result of the lower prices, Zenith recognized impairment of
its fleet (GBP51.4 million), accelerated the fleet's deprecation,
and faced reduction of the residual value profit. Although the
fleet impairment and higher depreciation charges do not impact
Zenith's current cash flows, they reflect lower cash to be received
from future vehicle sales. Weaker profitability, meanwhile,
coincided with Zenith's continuing debt growth to fund the new
business, leading to the decline of its EBIT to interest expense
ratio, S&P's core ratio to assess its financial risk profile, to
0.7x. The company's performance deteriorated further in the quarter
ending June 30, 2024, with its EBIT turning negative as prices on
BEVs continued to decline, squeezing Zenith's disposal profit and
requiring an additional reassessment of its fleet's residual
value.

S&P said, "Despite the expected profitability improvement next year
supported by better lease margins and Project Volt, we see a high
risk that Zenith's performance may remain subdued if car prices
continue to decline. We expect weak results for FY2025 with the
EBIT margin remaining at about 5%-8% at best, and the EBIT interest
coverage ratio falling closer to 0.5x. To offset pressure from
declining BEV prices, Zenith management launched Project Volt,
which extends lease contracts for BEVs, allowing the company to
generate additional lease revenue. If successful, we think that
this may to some extent compensate for the negative impact from the
expanding share of loss-making BEVs in the total disposals on
Zenith's disposal profit. In addition, we expect that better lease
margin, driven by new lease contracts set in a more stable interest
rate environment and slower cost growth should support the
company's profitability. Nevertheless, Zenith's EBIT to interest
coverage ratio will return closer to 1.1x only in FY2026 at best,
and we see downside risks for our forecast should car prices
continue to decline. At the same time, Zenith's debt to capital
ratio will likely deteriorate closer to 80% from 75.2%, given its
expected net adjusted losses for FY2025. We are therefore revising
our assessments of Zenith's financial risk profile to 'FS-6' highly
leveraged from 'FS-5' aggressive. The assessment reflects not only
weaker financial metrics, but also a potentially greater tolerance
to high leverage, given Zenith's ownership by a private equity
financial sponsor."

Although securitization facilities have remained available for
Zenith so far, it may become more difficult to refinance it next
year if the company's performance continues to deteriorate. In July
2024, Zenith upsized its securitization facilities by GBP100
million of committed funding and by another GBP150 million under an
accordion uncommitted facility. Securitization facilities,
representing more than half of Zenith's total funding, will start
gradually amortizing from November 2025 unless the company extends
them or arranges a new one. S&P said, "In our base-case scenario,
we assume that the company will be able to extend its
securitization facilities next year, but further significant
decline in car prices and Zenith's weaker performance could make
new securitized funding less attractive, making it more expensive
and putting pressure on the company's business growth. Zenith's
liquidity may also face additional pressure if materially lower car
prices lead it to post additional cash collateral into
securitization, as was the case in August, when the company had to
post an extra GBP8.7 million with another GBP12 million to be
posted over the next 12 months."

The negative outlook indicates that in the next 12 months, Zenith
may face a continuing pressure on profitability due to lower used
car prices, which may complicate the attraction of new funding or
extension of the existing securitization facilities, and, in turn,
weaken its business position and increase refinancing risk for its
outstanding senior secured notes.

S&P said, "We could lower the rating if Zenith fails to proactively
refinance or extend its securitization funding well ahead of it
starting to amortize. We could also lower the rating if Zenith
fails to recover its profitability, for example due to continuing
price decline on used cars, with the EBIT to interest coverage
ratio remaining sustainably below 1.1x, increasing its refinancing
risks.

"We could revise the outlook to stable if the company improves its
profitability and EBIT to interest ratio closer to 1.1x, and it
maintains its access to securitization.

"We think that Zenith has adequate liquidity, because in the next
12 months, liquidity sources will continue to exceed liquidity uses
by at least 1.2x. This mainly reflects lack of refinancing needs in
2024 and the first half of 2025.”

Principal liquidity sources over 12 months starting from June 30,
2024:

-- GBP42.2 million of available cash (we exclude cash trapped in
securitization).

-- GBP65 million undrawn revolving credit facility (RCF) and  

-- GBP208 million of undrawn committed securitization facility.

-- GBP221 million cash funds from operations.

-- GBP190 million from asset sales.

Principal liquidity uses over the same period:

-- GBP546 million capex into the new fleet.

-- GBP20.7 million to be put as additional collateral for
securitization facility.

Zenith's only covenant on the RCF, requiring that the consolidated
debt leverage ratio does not exceed 1.5x, was not tested as it was
undrawn as of June 30, 2024.

The key covenant on securitization is the aggregate realization
ratio. The first breach of 105% led to the outflow of GBP8.7
million in August and another GBP12 million until August 2025. The
ratio is now 104%. Zenith will have to put up additional collateral
if the ratio falls below 102%. Although possible, S&P does not
expect the second breach to occur this year.

S&P rates Zenith's senior secured notes 'B', at the same level as
our long-term issuer credit rating. The '4' recovery rating
reflects its expectation of average recovery (30%-50%; rounded
estimate 35%) prospects in the event of default.

Key analytical factors

-- The company's capital structure consists of a GBP65 million
super senior RCF, of which GBP55 million will be drawn, maturing in
2027; GBP975 million of securitization facilities, maturing since
2025; GBP132 million of bilateral RV facility; GBP293 million of
other wholesale funding; and GBP475 million of senior secured notes
maturing in June 2027.

-- S&P's hypothetical default scenario envisages a default in
2027.

-- S&P derives the valuation using a combination approach, whereby
it uses an EBITDA multiple valuation to derive the value from the
services and fleet management business, and a depreciated asset
valuation to assign a value to the on-balance-sheet vehicle fleet
and lease receivables.

S&P has valued the company on a going-concern basis using a 5x
emergence EBITDA multiple.

Simulated default assumptions

-- Year of default: 2027
-- Jurisdiction: U.K.

Simplified waterfall

-- Net enterprise value after 5% administrative claims: GBP1,441.2
million

-- Priority claims: GBP1,200.4 million

-- Collateral available: GBP240.8 million

-- First-lien debt (RCF): GBP57.3 million

-- Secured debt: GBP490.4 million

    --Recovery expectation: 30%-50% (rounded estimate: 35%)



                           *********


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

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

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

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