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

                          E U R O P E

          Friday, October 4, 2024, Vol. 25, No. 200

                           Headlines



F R A N C E

EUROPE SNACKS: S&P Assigns Prelim. 'B' LT ICR, Outlook Stable
HOLDING D'INFRASTRUCTURES: S&P Lowers ICR to 'BB+', Outlook Stable
IQERA: S&P Lowers ICR to 'SD' on Missed Principal Payment


G E R M A N Y

GHD VERWALTUNG: EUR360MM Bank Debt Trades at 45% Discount
XSYS GERMANY: Moody's Confirms 'B3' CFR, Outlook Stable


I R E L A N D

ALBACORE EURO V: S&P Assigns Prelim. B-(sf) Rating on F-R Notes


I T A L Y

SAMMONTANA ITALIA: S&P Assigns 'B' LongTerm ICR, Outlook Stable


L U X E M B O U R G

EOS FINCO: EUR475MM Bank Debt Trades at 26% Discount


N E T H E R L A N D S

HOUSE OF HR: S&P Affirms 'B' LT ICR & Alters Outlook to Negative


S P A I N

KRONOSNET CX: EUR870MM Bank Debt Trades at 31% Discount
SABADELL CONSUMO 3: Moody's Assigns B1 Rating to EUR15MM F Notes


T U R K E Y

RONESANS HOLDING: S&P Rates New $300MM Sr. Guaranteed Notes 'B+'


U N I T E D   K I N G D O M

ADVIZA PARTNERSHIP: FRP Advisory Named as Administrators
DELCOR LTD: Seneca IP Named as Administrators
EDGE FINCO: S&P Assigns 'B+' Rating on GBP500MM Sr. Secured Notes
ELSTREE FUNDING 5: S&P Assigns Prelim. 'BB-' Rating on X Notes
FIBRERAY DESIGN: Cowgills Limited Named as Administrators

HARLAND & WOLFF: Teneo Financial Named as Administrators
LAWBIT LIMITED: Antony Batty Financial Named as Administrators
REDDIFAST STEELS: Currie Young Named as Administrators
S4 CAPITAL: Moody's Affirms 'B1' CFR & Alters Outlook to Negative


X X X X X X X X

[*] BOOK REVIEW: THE ITT WARS
[*] BOOK REVIEW: The Phoenix Effect

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F R A N C E
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EUROPE SNACKS: S&P Assigns Prelim. 'B' LT ICR, Outlook Stable
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S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Europe Snacks' proposed holding company Pop Bidco
SAS, and its preliminary 'B' issue and '3' recovery ratings to the
senior secured term loan B (TLB), based on 50% recovery prospects.

The stable outlook on the rating reflects S&P's expectations that
Europe Snacks' leading market share position in the resilient
private-label snacks industry in Western Europe should support
adjusted leverage at or below 6x over the forecast period and
growing FOCF to adequately self-fund its operations.

On Sept. 11, 2024, private equity firm One Rock Capital Partners
announced that an affiliate, Pop Bidco SAS, has entered into an
exclusive agreement to acquire Europe Snacks, a
France-headquartered private label savory snacks manufacturer that
generated about EUR650 million net sales in fiscal 2023 (year
ending Jan. 31, 2024).

Europe Snacks benefits from high market share in its growing albeit
niche product categories, its ability to pass through costs of raw
materials, and highly efficient operations. The scale of operations
is, however, modest in comparison to S&P Global-rated food
producers and concentrated to a few retailers, notably in the U.K.

The rating reflects Europe Snacks' highly leveraged capital
structure expected after the acquisition by private equity firm One
Rock, with adjusted leverage of 6.0x-5.5x in the next 12-18 months.
FOCF should finally turn positive in fiscal 2025.The proposed new
capital structure will comprise a EUR100 million long-term senior
revolving credit facility (RCF), undrawn at closing, and a EUR495
million long-term senior TLB. We understand the proceeds from the
TLB and One Rock's equity contribution will be used to fully repay
all existing debt and keep EUR15 million as cash balances within
the company.

S&P said, "Under our base-case projections, we estimate Europe
Snacks' credit metrics will gradually improve over the next 12-18
months after closing such that adjusted debt-to-EBITDA will be at
6.0x-5.5x with FFO cash interest at 2.5x-3.0x. In keeping with our
analysis for most financial sponsor-owned companies, we do not net
out debt with cash in our debt calculations, which also include
financial leases and factoring lines. Our forecast assumes about
EUR50 million of acquisition spending annually as we think the
group may seek bolt-on opportunities to accelerate its expansion
plans in Europe and in other savory snacks segments. We understand
this could be an option for the company given the difficulty to
export private-label snacks and build new operations from capital
expenditure (capex)."

After three years of negative FOCF generation, Europe Snacks is
likely to generate positive FOCF in 2025 of EUR10 million-EUR15
million, growing to about EUR30 million in 2026, in S&P's view.
This is thanks to strong volume growth and improved profitability,
driving adjusted EBITDA growth (about EUR105 million in 2025 and
about EUR120 million-EUR125 million in 2026). This should more than
offset a substantial (yet partly flexible) capex program (EUR35
million-EUR40 million in 2024 and 2025) dedicated to support the
growth in co-manufacturing (which benefits from contractually
secured volumes) and efficiency investment for its manufacturing
footprint, notably in France. FOCF will be constrained by sizable
interest expenses annually due to the large amount of debt in the
capital structure. But the group is likely to prudently mitigate
interest-rate risk.

Further supporting the group's liquidity position is a large
undrawn RCF and long-dated debt maturities. This means the group is
adequately funded for its business needs and faces no near-term
refinancing risks. S&P notes the group had no large working capital
swings during the year and benefits from factoring programs, which
accelerate cash conversion.

S&P said, "Under our base case, we see the company offsetting
competitive pressures in the U.K. thanks to growing private-label
volumes in other markets, new co-manufacturing programs and higher
operating efficiency, notably in France. We forecast revenues will
grow 4%-5% organically in fiscal 2024 thanks to a balanced
combination of carried over price increases in main markets and low
volume growth due to fierce competition in the U.K., notably for
discounters. In the U.K., we see branded players investing
significantly in promotional activity to restore weak volumes thus
affecting private-label volume share. However, Europe Snacks'
volumes will benefit from a new co-manufacturing agreement in Spain
and market-driven private-label volume growth in other countries,
notably from stacked chips in France and internationally.

"For fiscal 2025 and 2026, we see organic growth accelerating to
6%-8% as U.K. volumes should stabilize. We assume promotional
activity will gradually decrease among branded players. At the same
time, we anticipate co-manufacturing volumes will ramp up -- this
assumes a new co-manufacturing agreement in the U.K., which was
recently signed -- and private-label volumes in France, Spain, and
international markets will continue to grow. The company has
benefited from increasing price scrutiny among consumers over the
recent years, which has driven up penetration of private label and
hard discounters across Western Europe. The share of revenues from
co-manufacturing (10% of sales) should climb over the next five
years as large, branded players in Europe continue to outsource
production to focus on marketing and selling. These contracted
volumes and profitable contracts should increasingly help stabilize
cash flows, in our view.

"We believe a combination of higher revenues and improved
profitability will enable Europe Snacks to reach adjusted EBITDA of
about EUR90 million in 2024 (EBITDA margin of about 13% versus
10.6% in 2023). Higher profitability should stem from a positive
net pricing effect, improved product mix, productivity improvements
in the U.K., and better fixed-cost absorption. This should largely
offset fixed costs, investments, and salaries inflation.

"We see Europe Snacks then able to maintain S&P Global
Ratings-adjusted EBITDA margin at 13%-13.5% in 2025-2026, a good
level for a private-label food producer in Europe. We forecast
adjusted EBITDA will reach EUR105 million in 2025 and EUR120
million in fiscal 2026. We see relatively stable profitability in
fiscal 2025 because better fixed-cost absorption will offset
pricing pressures and a slightly dilutive impact from the expected
acquisitions. For fiscal 2026 we see a 50-basis point (bps) uplift
in the adjusted EBITDA margin as the company begins to reap the
benefits from efficient initiatives in its French operations."

Europe Snacks' leading shares in its three markets, pass-through
capabilities, and cost efficiency somewhat offset its modest scale
as well as concentration risks among categories and retailers.
Business strengths include its dominant market positions (twice as
big as nearest private-label competitor) in selected private-label
savory snacks segments in large European consumer markets such as
the U.K., France, and Spain. S&P said, "The products are affordable
and high-rotation and thus attractive to retailers, in our view. We
believe this helps the group to retain as key customers some of the
largest retailers in Western Europe, to gain a growing number of
co-manufacturing contracts, and to realize substantial economies of
scale. With sizable investments in productivity and efficiency, the
group should be able to maintain high-capacity utilization and
service levels, supporting cost leadership, and retain its
competitive advantage over smaller private-label competitors. We
also think the co-manufacturing activities add customer diversity
and enable the group to have more volume sales visibility as
outsourcing trends should continue within the branded players."

The group's market leadership in private labels means it has a
track record of customer stickiness and inflation pass-through
capabilities. Between 2021 and 2023, unitary gross margin was
resilient in the face of very high inflation while volumes
continued to grow 4% during the same period. The group protects its
gross margin by prudently hedging key raw materials and energy
costs when renewing or contracting new volumes.

In S&P's view, the group's chief business weaknesses are: (1) its
modest scale of operations within the European food and beverage
sector; (2) the concentration to relatively narrow, albeit growing,
product categories within the large snacks industry (EUR5 billion
in Europe); and (3) its concentration of sales to Aldi and Lidl in
the U.K. With projected revenues of about EUR680 million and
adjusted EBITDA of about EUR90 million in 2024, the group is of
course much smaller than global branded competitors such as PepsiCo
Inc. (A+/Stable/--) and Kellanova (not rated), which have much
larger innovation, marketing, and financial means. However, the
group's overall size and profitability are similar to highly
leveraged food producers (private labels and branded) such as
Cerelia (B/Stable/--), Signature Foods B.V. (B/Stable/--), although
smaller than Biscuit International SAS (B/Stable/--) and La Doria
S.p.A. (B/Stable/--) by revenues and EBITDA.

S&P said, "The snacks industry benefits from long-term industry
trends. However, we see a potential threat to snack categories that
fail to keep pace with changing consumer preferences for
sustainability and healthier options.Robust growth rates in the
face of recent downturns show savory snacks are overall a resilient
category within packaged food. This is mainly explained by consumer
preferences in Europe shifting toward so-called snackification,
i.e. consumers are increasingly adopting snacking habits due to
their desire for indulgent and convenient food and beverage
options. We expect the demand for snacks to continue growing in the
coming years due to increased opportunities for snacking, such as
more group gatherings after the pandemic."

Consumer awareness about health and sustainability has prompted
snacks producers to change product formulations and recipes. S&P
sees more modest growth prospects in the more traditional snacks
categories, notably HFSS products (high in fat, sugar, or salt)
compared with healthier savory snacks products. Europe Snacks, a
private label, has less capital than global branded players.
However, it has enough resources to invest in gradually adapting
its products through a premiumisation strategy. This allows it to
maintain cost leadership and offer cheaper yet quality equivalent
products in markets such as the U.K. and France, where household
consumption is constrained.

S&P said, "The final ratings will depend on our receipt and
satisfactory review of all final documentation and final terms of
the transaction. The preliminary ratings should therefore not be
construed as evidence of final ratings. If we do not receive final
documentation within a reasonable time, or if the final
documentation and final terms of the transaction depart from the
materials and terms reviewed, we reserve the right to withdraw or
revise the ratings. Potential changes include, but are not limited
to, utilization of the proceeds, maturity, size and conditions of
the facilities, financial and other covenants, security, and
ranking.

"The stable outlook on the ratings reflects our view that Europe
Snacks' operating performance should remain resilient over the next
12-18 months. Supporting this are its leading market positions in
U.K., France, and Spain and overall growing consumer demand for
private label snacks, despite some short-term volume slowdown in
the U.K. We see the group's improved operating efficiency and
positive product mix changes driving EBITDA growth and supporting a
positive FOCF in 2025 despite large ongoing capex spending.

"To maintain the current rating, Europe Snacks would need to meet
our base-case projections for the next 12-18 months, with adjusted
debt leverage decreasing toward 5.5x and FOCF being positive and
steadily growing.

"We could lower the rating in the next 12 months if, contrary to
our base case, Europe Snacks' adjusted debt leverage rises to 7x or
above with no prospects for a rapid turnaround, or if FOCF remains
negative. This could happen if Europe Snacks suffered a sharp
volume loss due to higher-than-expected competitive pressures or
was unable to quickly pass on a spike in main raw material and
energy costs to customers.

"We could also take a negative rating action if the group pursues a
more aggressive than expected financial policy, with a large
debt-financed acquisition or shareholder remuneration.

"We could raise the rating if the company's credit metrics are much
stronger than our base case. For example, we would need to see
adjusted debt leverage decreasing and remaining below 5x, with a
clearly articulated commitment from the company and sponsor to
remain at that level on a sustained basis. For an upgrade we would
also need to see positive FOCF generation well above our base-case
projections.

"This could occur if the group establishes a track record of
adjusted EBITDA growing well above our base-case projections thanks
to stronger than expected volume expansion in key private label
markets and in co-manufacturing while continuing to operate very
lean and efficient manufacturing operations. We think over time the
group could thus achieve much larger scale within the savory snacks
industry in Europe and further diversify its geographic and product
category reach.

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

"Environmental and social factors are an overall neutral
consideration in our credit rating analysis. The group has laid out
a strategy to reach 30% recycled content within its portfolio, and
its 100% recyclable tubes for stacked chips we view positively.
Packaging has been controversial for the sector in general, given
most crisp packaging continues to be sold in non-recyclable plastic
packets that take decades to decompose. The high degree of litter
from crisp packets is also controversial. PepsiCo is among the top
producers of street litter in the U.K."


HOLDING D'INFRASTRUCTURES: S&P Lowers ICR to 'BB+', Outlook Stable
------------------------------------------------------------------
S&P Global Ratings lowered its rating on Holding d'Infrastructures
des Metiers de l'Environnement (HIME) to 'BB+' from 'BBB-' and
removed the rating from CreditWatch where it was placed with
negative implications on April 4, 2024.

S&P said, "The stable outlook indicates that we expect HIME to
gradually deleverage and post average funds from operations (FFO)
to debt of 15% and adjusted debt to EBITDA at about 5x on
2024-2026, based on gradually improving free cash flow generation
and once it delivers its cost recovery plan. We expect HIME to
refinance its EUR450 million bond maturing on Sept. 16,2025 or
contract new liquidity sources in the near future.

"We expect Saur to post weak free cash flow generation in 2024
marked by high working capital needs. As of June 30, 2024, the
group reported negative free cash flow of EUR138 million based on
EBITDA of EUR109 million and a spike in working capital needs to
EUR146 million. We believe the company could reach about EUR245
million S&P Global Ratings-adjusted EBITDA for full-year 2024 as
the second part of the year typically drives higher revenue and
part of the previous year's cost inflation will be recovered as it
is gradually passed through into tariffs. However, we believe the
group will post weaker-than-expected leverage by year-end 2024 as
cash flow generation remains subdued.

"We have revised our expectation for full-year cash flow generation
to negative EUR52 million and nil in 2025, compared with positive
cash flows in our previous forecast. We now expect a negative EUR50
million-EUR60 million working capital change for 2024 as we believe
the seasonality effect only partly explains the working capital
spike as of June 30, 2024. Furthermore, in our view, delays in
billing or an increase in inherently working-capital negative
industrial activities could occur again. Our 2024 adjusted debt
lands at about EUR1.4 billion compared with the expected EUR1.3
billion, which leads to FFO to debt of 14% and debt to EBITDA at
5.6x--falling short of our previous forecast of FFO to debt above
15% and debt to EBITDA below 5.5x.

"We have revised our assessment of HIME's business risk profile to
satisfactory from strong.This reflects the difficulties the company
is facing in restoring its profitability after the cost inflation
spike in 2022 and 2023 as well as structural operating
inefficiencies, notably in working capital management. We believe
the action plan focused on costs and cash preservation could take
time to translate into a stronger business model and better
financials. We view the company's weaker-than-expected
profitability, still lower than the 2021 level, and deterioration
in cash management, as a greater source of volatility compared with
its larger peers. HIME is smaller, has shorter-term average
concession duration, and weaker margins compared with its closest
peer FCC Aqualia. We have thus revised the thresholds to restore a
'BBB-' rating to FFO to debt well above 18% and debt to EBITDA
below 4.5x, alongside positive free cash flow generation.

"We expect a slow deleveraging path, with FFO to debt at about 15%
and debt to EBITDA at about 5x in 2024-2026.We project Saur will
restore metrics in line with our thresholds for our 'BB+' rating
from 2025. We forecast FFO to debt to improve gradually from about
14% in 2024 to 16.6% in 2026 and adjusted debt to EBITDA will
improve to 4.5x-5.0x in 2026 from about 5.6x in 2024. We anticipate
no large debt-funded acquisitions in 2024-2026. Should it arise, we
would expect shareholders to support inorganic growth via equity
injection until metrics are restored. Capital expenditure (capex)
is stable (about EUR200 million per year) and there is no dividend
distribution except to minority interests. The recovery in credit
metrics is thus conditional on profitability improvement and better
management of working capital. Most of the capex, 65%, focuses on
maintenance, about 25% on organic growth for municipal water
services concessions, and the rest on industrial activities.

"Some execution risk remains on 2025-2026 metrics recovery. First,
recovery in EBITDA will depend upon the execution of the cost
savings plan and pass-through of cost inflation to cover the surge
of the past two years in municipal water services. Second, the
company's financial position over 2024-2025 will rely on better
cash management and focus on cash flow generation (improving from
negative free cash flow generation of EUR175 million in 2023). In
addition, HIME is exposed to some volume risk and the potential
negative volume effect of unfavorable weather conditions raises
uncertainties on metrics trajectory.

"We do not expect any shareholder support to enable HIME to
maintain an investment-grade rating. Capital injections from
shareholders, EQT Infrastructure--the long-term infrastructure fund
of EQT private equity firm, which owns 50% of Saur--as well as the
remaining shareholders DIF Capital Partners and PGGM, will remain
limited to fund acquisitions. —HIME does not disclose a target
leverage metric. The leverage is supported by a track record of
capital injections to help fund acquisitions (EUR150 million in
2021, EUR200 million in 2022, and EUR40 million in 2024) and by the
absence of dividend upstreaming.

"The stable outlook reflects our view that Saur should maintain a
large part of predictable cash flows, thanks to its long-term
contractual concessions with strong remuneration mechanisms. We
also expect the group will deliver on its growth ambitions and
restore neutral to positive free operating cash flow. We forecast
adjusted debt to EBITDA below 5.5x and combined FFO to debt of
above 13%. Our outlook also relies on the expectation that Saur
will maintain a significant proportion of its EBITDA from municipal
water concessions, where it has a long-term established franchise,
and that it will focus on strong risk management when pursuing
international diversification."

Downside scenario

S&P could lower the rating if Saur's credit metrics deteriorate,
with debt to EBITDA sustainably above 5x and FFO to debt below 15%.
This could arise from:

-- Higher-than-expected exceptional costs;

-- Lack of demonstrated improvements in cash management;

-- A weaker performance in Saur's core activities, with a negative
commercial balance and lower consumption volumes in municipal water
services;

-- Weaknesses in cost inflation recovery, with tariff indexation
failing to support timely revenue growth;

-- Continual negative free cash flow generation; or

-- Large debt-funded acquisitions with no remedy measures.

Upside scenario

S&P would revise the outlook to stable if the company sustained
adjusted debt to EBITDA below 4.5x and adjusted FFO to debt above
18%. This could occur if the group's operating performance is
sustained with recovery of inflation in all business units, solid
cash management improvements, and limited debt-funded
acquisitions.

ESG factors have an overall neutral influence on our credit rating
analysis of HIME. We view the company's environmental footprint as
in line with that of other water grid operators. Its strategy
comprises three main objectives: protecting the water resource in
quality and quantity (through innovation, water savings, and
promoting responsible use of water); supporting regions in their
social and environmental transition (by reducing the group's own
carbon footprint); and encouraging employee development.
Sustainability initiatives to further enhance water management
efficiency will be key and likely an expanding component of its
tariff composition.

From a social perspective, HIME, via Saur, serves 7,100
municipalities and ultimately more than 20 million customers,
including 9 million in France and 3 million in the Iberian
Peninsula. It offers the essential service of providing drinking
water, as well as desalination when needed. In terms of governance,
the majority shareholder EQT Infrastructure has a supportive
long-term strategy. Saur's strategy is aligned with the U.N.
Sustainable Development Goals (SDGs), notably the five SDGs linked
to water. The company also provides transparent corporate reporting
by publishing its integrated sustainability report.


IQERA: S&P Lowers ICR to 'SD' on Missed Principal Payment
---------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on iQera to
'SD' (selective default) from 'CCC-' and lowered its issue-level
ratings on the company's senior notes due on Sept. 30, 2024, to
'D', and on the senior note due on Feb. 15, 2027, to 'CC' from
'CCC-'.

Rating Action Rationale

The downgrade of iQera and its notes reflects the missed principal
payment on its senior secured notes which was due on Sept. 30.
iQera is engaged, with the help of its shareholders, in discussions
with debtholders through a conciliation procedure that started on
July 24, and will last up to four months (and can be extended by
one more month). Despite having the cash available on the balance
sheet, iQera obtained from the French court the suspension of
principal repayment on its senior notes maturing on Sept. 30, 2024,
with the view to preserve its liquidity position and leave all
restructuring options opened. As of mid-2024, iQera had EUR133
million of cash available (excluding restricted cash) and the
missed principal repayment amounts to EUR98.9 million.

S&P said, "We see a very high risk of default on its other
outstanding senior note. While iQera communicated that it will
continue to pay the coupons on its outstanding notes when due, we
believe that default on the 2027 senior note is a virtual
certainty, either through a distressed exchange or non-payment."

Company Description

iQera is a France-based company specialized in receivables
management. The company is performing the recoveries on secured and
unsecured claims either on acquired debt portfolios or for third
parties through servicing contracts. Total cash revenue was EUR314
million for the 12 months ended June 30, 2024, of which EUR192
million (61%) was gross collection and EUR122 million (39%)
debt-servicing. Activity in France represents 77% of total revenue,
and Italy 23%. The group's 120-month estimated remaining
collections stood at EUR605 million at mid-2024, out of which 70%
is attributable to iQera. iQera's majority and controlling
shareholder is private equity firm BC Partners (75%) since 2017,
and Montefiore Investment (14%). The group's managers own the
remaining 11% of shares.




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G E R M A N Y
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GHD VERWALTUNG: EUR360MM Bank Debt Trades at 45% Discount
---------------------------------------------------------
Participations in a syndicated loan under which GHD Verwaltung
Gesundheits GmbH Deutschland is a borrower were trading in the
secondary market around 55.1 cents-on-the-dollar during the week
ended Friday, Sept. 27, 2024, according to Bloomberg's Evaluated
Pricing service data.

The EUR360 million Term loan facility is scheduled to mature on
August 17, 2026. The amount is fully drawn and outstanding.

GHD Verwaltung Gesundheits GmbH Deutschland provides healthcare
services. The Company offers rehabilitation, wound care,
orthopedics, pediatrics, pain management, and other services. GHD
Verwaltung Gesundheits conducts its business in Germany.

XSYS GERMANY: Moody's Confirms 'B3' CFR, Outlook Stable
-------------------------------------------------------
Moody's Ratings has confirmed XSYS Germany Holding GmbH's (XSYS or
the company) B3 long term corporate family rating and B3-PD
probability of default rating. Concurrently, Moody's confirmed
XSYS' instrument ratings of B2 for the senior secured first lien
term loan B, and the senior secured first lien revolving credit
facility as well as of Caa2 for the senior secured second lien term
loan. The outlook is stable. Previously, the ratings were on review
for downgrade.

RATINGS RATIONALE      

The confirmation concludes the review for downgrade Moody's
initiated on September 10, 2024 after the company entered into an
agreement to acquire the MacDermid Graphics Solutions (MacDermid)
business from Element Solutions Inc (Ba2 stable). Moody's expect
that the transaction price of $325 million as well as related fees
will be financed with a EUR250 million equivalent fungible first
lien TLB add-on as well as at least EUR70 million cash equity
received from the sponsor Lone Star Funds. Moody's understand that
the financing has been underwritten by multiple banks so that XSYS
has certainty of funding for the upcoming acquisition of MacDermid
Graphics Solutions. The transaction is subject to regulatory
approvals and is expected to close in late 2024 or in the first
half of 2025.

XSYS is currently weakly positioned in the B3 rating category, also
following the transformative acquisition. This is reflected in weak
credit metrics pro forma for the transaction of above 10x
Moody's-adjusted Debt/EBITDA and negative free cash flow
generation.

Moody's expect that the combined group's increased scale with
around EUR350 million revenues (from around EUR227 million for XSYS
standalone as of the last twelve months to June 2024), improved
end-market product and geographic diversification, production
footprint and complementary product offering will support synergy
generation in the combined entity and reduce end-market and product
risk. Moody's also expect that the improving industry sentiment in
2024 with returning volume growth following a period of destocking
and improving margins on back of more successful inflation
pass-through will support the combined company's profitability.
This will help XSYS growing into its current capital structure
towards the end of 2025 with Moody's-adjusted leverage approaching
8.0x and XSYS generating at least break-even free cash flows.

Any prolonged challenges with regard to MacDermid's carve-out and
integration or prolonged underperformance to Moody's expectations
will put additional pressure on the rating, as Moody's deem the
current point in time capital structure as unsustainable especially
looking through the current interest rate hedges in place that will
fall away in November 2027.

The B3 CFR continues to be supported by XSYS' strong market
positions in niche market; high profitability given the critical
nature of XSYS' products in the printing process with some revenue
visibility given the consumable nature of printing plates; good
liquidity profile with fully available EUR80 million RCF which
Moody's expect to increase to EUR110 million post transaction as
well as well stacked debt maturity profile with TLB maturities in
2029 & 2030.

OUTLOOK

XSYS is currently weakly positioned in the B3 rating category. The
stable outlook reflects Moody's expectation that XSYS will improve
its Moody's-adjusted leverage towards 8.0x by the end of 2025,
supported by at least break-even free cash flows. This will be
supported by improving operating sentiment and profitability as
well as merger synergies for the combined entity. Moody's stable
outlook assumes the successful closing of the transaction under
above mentioned financing structure and successful subsequent
carve-out and integration of MacDermid.

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

XSYS' ratings could be upgraded if the company reduces its leverage
to materially below 6.5x and demonstrates its ability to
consistently generate FCF/Debt in excess of 5% and to maintain a
good liquidity profile. Furthermore, an upgrade will require that
XSYS' Moody's-adjusted EBITA margin expands to close to 30%. An
upgrade will also require evidence of a financial policy aimed at
achieving and maintaining a higher rating.

XSYS' ratings could be downgraded if its liquidity profile weakens
as a result of negative FCF generation or an aggressive financial
policy. A marked weakening of the company's EBITA margin would also
be negative for the ratings as this could indicate a loss of the
company's strong position in its core market. A failure to reduce
leverage to materially below 8.0x on a sustainable basis as well as
failure to maintain EBITA / Interest Expense at least around 1.5x
would also be negative for the rating. Finally, prolonged execution
challenges with regard to MacDermid's acquisition and carve-out
will further pressure the rating.

LIQUIDITY

XSYS has good liquidity. Moody's expect that XSYS will have at
least EUR20 million of cash on balance sheet pro forma for the
merger and will increase its RCF to EUR110 million reflective of
the expanded scale of the combined entity. Currently, the EUR80
million existing RCF maturing in August 2028 is fully available.
Moody's expect that Lone Star will provide further liquidity beyond
the EUR70 million committed cash equity if necessary until
transaction close. Moody's expect FCF generation to move towards
break-even by the end of 2025, which is supported by improvement in
sentiment, profitability and a synergy generation, with potentially
some initial RCF drawings post transaction close. There are no
significant debt maturities until February 2029 when the first lien
term loan B comes due.

The availability of the RCF is subject to a net senior secured
leverage covenant, which is only tested when the RCF is drawn by at
least 40%. Moody's do not expect the covenant to be tested over the
next 12-18 months.

STRUCTURAL CONSIDERATIONS

The B2 instrument ratings on the EUR435 million first lien term
loan B and the  EUR80 million senior secured first-lien RCF is one
notch above the CFR. The instrument ratings reflect the ranking of
the senior secured term loan pari passu with trade payables and the
RCF, but ahead of the EUR80 million senior secured second-lien term
loan, rated Caa2.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Germany, XSYS manufactures flexographic printing
plates, sleeves and pre-press equipment. Pro forma for the
acquisition of US based peer MacDermid in 2024, XSYS is expected to
generate revenue of around EUR350 million and company-defined
EBITDA of around EUR100 million, which corresponds to an EBITDA
margin of around 29%. Close to 80% of XSYS' pro forma revenue is
derived from flexographic printing plates, while sleeves account
for around 10%. Liquid products, pre-press equipment and other
equipment and consumables almost equally divide the remaining 10%
of the combined group's revenue.

XSYS is owned by the private equity firm Lone Star Funds, which
acquired XSYS from its previous owner Flint Group TopCo Limited
(Caa2 stable) in early 2022.




=============
I R E L A N D
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ALBACORE EURO V: S&P Assigns Prelim. B-(sf) Rating on F-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to AlbaCore
Euro CLO V DAC's class A-R loan and class A-R, B-1-R, B-2-R, C-R,
D-R, E-R, and F-R European cash flow reset notes. At closing, there
will be unrated subordinated notes outstanding from the existing
transaction.

The preliminary ratings assigned to the reset debt reflect S&P's
assessment of:

-- The diversified collateral pool, which will consist primarily
of 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 debt through collateral selection, ongoing
portfolio management, and trading.

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor     2,795.40

  Default rate dispersion                                  574.60

  Weighted-average life (years)                              4.33

  Weighted-average life extended to cover
  the length of the reinvestment period (years)              5.00

  Obligor diversity measure                                150.54

  Industry diversity measure                                21.70

  Regional diversity measure                                 1.15

  Transaction key metrics

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

  'CCC' category rated assets (%)                            1.64

  Target 'AAA' weighted-average recovery (%)                36.91

  Target weighted-average spread (net of floors; %)          4.00

  Target weighted-average coupon (%)                         4.70

Rating rationale

Under the transaction documents, the rated debt will pay quarterly
interest unless a frequency switch event occurs. Following this,
the debt will switch to semiannual payments. The portfolio's
reinvestment period will end in October 2029.

The closing portfolio will be 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 EUR425 million
target par amount, the covenanted weighted-average spread (4.00%),
the covenanted weighted-average coupon (3.95%), and the target
weighted average recovery rates at all other 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 expect
that the transaction's exposure to country risk will be
sufficiently mitigated at the assigned preliminary ratings."

Until the end of the reinvestment period on Oct. 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 debt. 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.

S&P said, "We except the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.

"We expect 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 preliminary ratings
are commensurate with the available credit enhancement for the
class A-R loan and class A-R to F-R notes.

"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B-1-R to E-R notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO will be in its reinvestment phase
starting from closing, during which the transaction's credit risk
profile could deteriorate, we have capped our preliminary ratings
assigned to the notes.

"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we have also included the
sensitivity of the ratings on the class A-R loan and class A-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 certain activities, including, but not limited to the following:
weapons of mass destruction, illegal drugs or narcotics, those in
violations of the Ten Principals of the UN Global Compact and OECD
Guidelines for Multinational Enterprises, pornography or
prostitution, payday lending, controversial weapons, hazardous
chemicals, pesticides and wastes, ozone-depleting substances
endangered or protected wildlife or wildlife products, gambling,
subprime lending activities, (not more than 1% in) thermal coal or
coal-based power generation, sale or extraction of oil sands and
extraction of fossil fuels from unconventional sources, carbon
intense electrical utility, tobacco and tobacco-related products,
(not more than 50% in) opioid products, (not more than 10% in)
civilian firearms, (not more than 50% in) palm oil which is not
RSPO certified. Accordingly, since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

  Ratings list

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

  A-R      AAA (sf)    233.50      3mE + 1.30       38.00

  A-R loan AAA (sf)     30.00      3mE + 1.30       38.00

  B-1-R    AA (sf)      34.75      3mE + 2.00       27.00

  B-2-R    AA (sf)      12.00      5.00             27.00

  C-R      A (sf)       21.25      3mE + 2.45       22.00

  D-R      BBB- (sf)    34.00      3mE + 3.45       14.00

  E-R      BB- (sf)     18.05      3mE + 6.35       9.75

  F-R      B- (sf)      13.83      3mE + 8.59       6.50

  Sub      NR           32.60      N/A              N/A

*The preliminary ratings assigned to the class A-R loan and class
A-R, B-1-R, and B-2-R notes address timely interest and ultimate
principal payments. The preliminary 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.

NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate.




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

SAMMONTANA ITALIA: S&P Assigns 'B' LongTerm ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Italy-based ice cream and frozen pastry manufacturer Sammontana
Italia S.p.A. and 'B' issue rating to the proposed EUR800 million
of senior secured floating rate notes due 2031 with a recovery
rating of '3' (50% recovery prospects in case of an event of
default).

The stable outlook reflects S&P's view that Sammontana will
successfully integrate FdA and that the group's operating
performance will remain resilient, with a recurring annual free
operating cash flow (FOCF) of at least EUR20 million-EUR30 million
in 2024 and 2025, combined with an expected S&P Global
Ratings-adjusted debt to EBITDA of about 6.0x at end- 2024 and
approaching 5.5x in 2025.

Sammontana Italia S.p.A. together with Investindustrial (private
equity) acquired Forno d'Asolo (FdA), an Italy-based sweet and
savory frozen pastry and patisserie manufacturer. The Italian
antitrust authority cleared the transaction, subject to certain
conditions including the carve-out of Lizzi s.r.l., a small part of
the FdA's business accounting for about EUR74 million net sales.
Pro forma, the combined group generated net sales of about EUR950
million and reported an EBITDA margin of about 15% in 2023.

The combined group has an established market position in Italy
within its addressable market, being the No. 1 player by market
share in frozen bakery and one of the top three players in the ice
cream product category. Frozen pastry (frozen bread, sweet
pastries, patisseries, and savory pastries) accounts for about 70%
of pro forma net sales. Within this category, the group is by far
the leading Italian player with more than double the market share
of its closest competitors. In S&P's view, one of the company's key
competitive advantages and positive differentiations is represented
by a broad and deep product offering of the company's portfolio
covering a vast majority of different products (such as dough,
cakes, tarts, pizzas, and others) representing a one stop shop for
its business-to-business clients. Looking at the whole ice cream
category (accounting for slightly less than 30% of pro forma group
net sales) the company is the No. 2 main regional player together
with Froneri International Ltd. (BB-/Stable/--), after the No. 1
market leader Unilever PLC (A+/Stable/A-1). In particular, the
company has a leading market position in bulk gelato (within the
retail channel), while it has a lower focus in the multipack ice
cream. The company has experienced moderate market share
deterioration in Italy, in line with other market players in this
segment, due to the new entrant (Ferrero International S.A., not
rated) and higher private label penetration. However, during
2018-2023 the company has been able to gradually increase its
regional market share thanks to its presence in bulk ice cream,
impulse, and gelato desserts.

The group has a direct and capillary distribution network in Italy,
which creates some barriers to entry. The group operates more than
50 direct distribution platforms spread across almost all Italian
regions, supported by more than 500 exclusive sales agents and
exclusive wholesales and concessionaries. This allows the company
to deliver its products to more than 115,000 HoReCa points of sale
and more than 235 retail accounts in Italy and abroad. A direct
route-to-market and the proximity to the clients, especially for
the HoReCa channel, is a key business capability to ensure good
customer satisfaction and to optimize margins. This translates
directly into long-term customer relationships, which for the
company's top 10 clients are on average longer than 10 years. In
S&P's view, the requirement of an established distribution network
to operate, represents important barriers to entry for new players,
especially in the HoReCa channel (representing about 71% of the
company's pro forma net sales in 2023).

The merger enhances the company's product and brand
diversification, while reducing exposure to ice cream seasonality.
The combination of Sammontana and FdA boosts overall product
portfolio offering, which now expands across the spectrum of frozen
bakery and ice cream without any significant revenue concentration
toward a specific product. The main category is represented by
sweet pastry at about 42% of sales, ice cream (28%), and patisserie
(19%). The integration of FdA has significantly reduced
Sammontana's exposure to ice cream, which represented about 50% of
sales on Sammontana's stand-alone basis. S&P said, "We view this as
positive, considering its underlying seasonality, the exposure to
weather conditions, and the increasing competition coming from
private label in the industry. The group has a balanced exposure in
terms of brands with strong brand recognition in Italy, including
Bindi, Tre Marie, and Il Pasticciere within the HoReCa channel and
Sammontana and Tre Marie in retail. Finally, we highlight that the
company has a focus on the fragmented HoReCa channel (71% of sales)
complemented by retail channel exposure without any significant
customer concentration."

Sammontana will benefit from supportive market growth in frozen
pastry. S&P said, "In our view, the group is well positioned to
benefit from the anticipated market growth in the frozen bakery
market in mature markets. Between 2018-2023, the value of the
frozen bakery market grew at a compound annual growth rate (CAGR)
of 6.2% in the U.S., and about 6%-7% in European markets such as
Italy, France, and Continental Europe. Management expects the CAGR
of the frozen bakery market between 2023-2028 to stand at about
5.0% in its European markets and at about 3.0% in the U.S. We
understand the anticipated market growth is primarily driven by
volumes, given a progressive ongoing shift from artisanal bakery to
industrial and frozen product, given their nature as ready-to-bake
and their perceived high quality, which has progressively increased
over the years. We note, in 2018 frozen pastry in Italy represented
55% of the total market in Italy by volume, increasing to more than
60% in 2023."

S&P also observe positive moderate growth rates in the ice cream
market. Over 2018-2023, the market value for ice cream grew at a
CAGR of 6.0% in the U.S., and 3.5% in Italy, and it is expected to
grow at a CAGR of 2.5% over 2023-2028 in both countries. Key trends
supporting the forecast growth relate to new ways of ice cream
consumption, such as new formats including new healthier and
low-carb options, the year-round ice cream consumption, innovation,
and a consumer emphasis on indulgence, with increased demand for
comfort food supporting the market's growth.

The company is a mid-size player with a high revenue concentration
to the Italian market. With pro forma revenues of about EUR950
million and reported pro forma EBITDA (defined as operating profit,
adding back depreciation and amortization and write-offs) of about
EUR145 million in 2023, Sammontana is a mid-size player in the
frozen bakery and ice cream market that generates most of its
revenues in Italy (83%), with the rest split between other European
countries and rest of the world (11%), and the U.S. (6%). This
concentration to a single market exposes the company to possible
higher volatility associated with domestic consumer confidence,
change in consumer preferences, weather conditions, and local
competition. Although, S&P understands that the company intends to
expand outside of Italy leveraging the "made in Italy" heritage, it
thinks that it will take time to gain a critical mass outside its
core market.

S&P said, "We highlight some possible moderate execution risks in
the integration of the two entities. Sammontana and FdA have no
track-record operating as a single consolidated entity. In our base
case, we factor in EUR3 million-EUR5 million exceptional costs in
2024, primarily linked to the carve-out of Lizzi, and about EUR20
million-EUR25 million costs in 2025 linked to the realization of
expected synergies. We view these as operating expenses and thus
include them in our EBITDA calculation. The group intends to
implement efficiency projects including rationalization of
distribution platforms, some insourcing of third-party production,
further manufacturing automatization, and implementation of a
combined IT system for both entities. We understand that these
initiatives are part of a standard integration process, although we
highlight the risks that this transformative merger could translate
in delays and higher-than-expected expenses, or that costs and
revenues synergies could take longer than currently anticipated.
Finally, we note that the company will need to implement some
measures imposed by the Italian antitrust authority in relation to
the merger. In particular, the disposal of the stand-alone
subsidiary with its own production facility to a direct competitor.
For this purpose, the group will sell Lizzi, an Italy-based frozen
pastry products manufacturer and part of FdA since 2019. Lizzi
operates through a footprint of four facilities and one
distribution hub in Italy. In 2023, Lizzi contributed EUR74 million
revenues and about EUR7 million to the EBITDA of FdA. We understand
the company must complete the disposal by Jan. 31, 2025, and
estimate the transaction will be closed by year-end 2024." Among
other conditions, the company should transfer some concessions
contracts between FdA and Froneri/Nestle for the distribution of
ice cream and breakfast bakery products. Finally, the authority
imposed the cancelation of exclusive distribution rights of bakery
products for breakfasts in selected Italian regions for five years
(extendible by another five years).

Sammontana plans to expand in the U.S., a highly competitive and
moderately consolidated market. According to the company's
base-case assumptions, the expansion in U.S. represents one of the
key strategic initiatives and revenue growth drivers. The group is
targeting U.S. market leveraging on Bindi (a frozen bakery and
patisserie manufacturer, part of FdA since 2020). As of year-end
2023, U.S. accounts for about 6% of pro forma sales. The company
plans to increase sales in the U.S. via cross-selling initiatives.
In particular, the company aims at introducing Sammontana ice cream
in food services, and in the retail channel already part of Bindi's
customer list. The company will also leverage on its "made in
Italy" heritage to penetrate the more premium segment. S&P said,
"We view the U.S. market as highly competitive with a moderate
level of consolidation, as the top three players (Unilever, Nestle,
General Mills) hold a market share of the ice cream market of about
36%-37%, according to Euromonitor. We also think that the unique
distribution model Sammontana has in Italy is not replicable in the
U.S., leaving some execution risks."

Furthermore penetration of frozen bakery products and progressive
materialization of cost synergies should support a stable EBITDA
margin of 15%-16% over 2024-2025. S&P said, "We forecast Sammontana
will post reported net revenue of EUR980 million-EUR1 billion in
2024, including EUR70 million-EUR75 million revenue contribution
from Lizzi, and representing a 3.5%-4.0% like-for-like growth
compared with 2023. We think that additional penetration in the
HoReCa channel and additional volumes in frozen pastry will offset
a 3%-4% decline in sales in ice cream, given adverse weather at the
beginning of the summer season affected volumes. In 2025, we
forecast reported revenues to marginally decline by about 1% given
the change in perimeter and disposal of Lizzi. However, on a
like-for-like basis topline would increase by about 6%-7%. Ongoing
penetration of frozen pastry will support the company's
performance, while we understand the group plans to introduce
Sammontana's products in the U.S. starting in 2025."

S&P said, "We anticipate S&P Global Ratings-adjusted EBITDA margins
to remain at about 15% in 2024, broadly in line with previous year.
We expect EBITDA margin expansion to about 16% in 2025 mainly
supported by some cost synergies between FdA and Sammontana. There
will be some vertical integration with internalization of some of
the currently outsourced production, and additional savings from
the sourcing of raw and packaging material. This is partially
offset by our expectation of EUR20 million-EUR25 million costs in
2025 linked to the realization of these synergies.

"We expect Sammontana to post positive annual FOCF of EUR20
million-EUR30 million over 2024-2025. We observe that Sammontana's
plants are not operating at their full capacity, with most
facilities exhibiting over 30% of excess capacity. This can lead to
the under-absorption of fixed costs. At the same time, we
understand that the company will not require large additional
investment in expansionary capital expenditure (capex) to support
volume growth. We anticipate the company will spend EUR20
million-EUR25 million per year on maintenance capex and about EUR30
million-EUR35 million on expansion capex. On top of expansion of
the U.S. warehousing capabilities, we note the company is planning
during 2024-2026 to introduce a new pastry line, internalization of
some production capabilities, and new cold room facility in Italy.
Historically, pro forma the combination, the group's trade working
capital stood at about 13% of net sales. For fiscal year 2024 and
2025 (ending Dec. 31), we expect EUR10 million-EUR15 million of
annual cash absorption associated with working capital
requirements.

"Under our base case, we expect Sammontana's S&P Global
Ratings-adjusted leverage will reach about 6.0x in 2024, and
approach 5.5x by 2025. Sammontana is planning to issue EUR800
million senior secured floating rate notes due 2031, to refinance
its bridge loan it used for the acquisition of FdA. As part of the
acquisition financing, the group also secured a EUR140 million RCF,
of which EUR20 million remains drawn. Our adjusted debt figure also
includes EUR55 million-EUR60 million lease liabilities, EUR9
million-EUR10 million postretirement obligations, EUR3 million-EUR4
million contingent considerations outstanding at FdA, and EUR8
million-EUR9 million of put options on minority stakes. We do not
net cash from our adjusted debt calculation in line with our
criteria.

"Investindustrial (private equity) retains about 41% of the group.
Positively, we note that the founding family of Sammontana remains
invested with a stake of 57%. We think that the current company's
shareholder structure has a relatively long investment horizon, and
that credit metrics are better placed than typical private
equity-owned entities. We anticipate adjusted debt to EBITDA will
stand at about 6.0x in 2024, before decreasing toward 5.5x-5.0x
over the next couple of years. The expected deleveraging trend is
supported by our assumption of an EBITDA expansion on the back of
increasing volumes and progressive synergy realization between
Sammontana and FdA, notably in cross selling, procurement, and
logistics operations. We also expect a progressive phase-out of
integration and one-off costs, supporting the profitability
improvement in the medium term."

Sammontana has some headroom under its credit metrics to fund small
bolt-on acquisitions. S&P said, "Despite the block from the Italian
Competition Authority to engage in further acquisitions in Italy in
frozen breakfast products over the next five years, we understand
Sammontana could expand its product portfolio in other geographies,
such as France and the U.S. Additionally, we think that the group
might consolidate its position in Italy in adjacent product
categories such as patisserie and savory snacks. Our current base
case does not include mergers and acquisitions transactions (except
for EUR4 million-EUR5 million annual spending over the next
two-to-three years) and focuses on organic growth." Historically,
both Sammontana as well as FdA have been successful at integrating
acquired assets and claim that any acquisition financed through
cash on balance sheet and internal cash flow generation might
result in improved leverage.

S&P said, "The stable outlook reflects our view that Sammontana
will be able to successfully integrate FdA and that the combined
group should post a resilient operating performance in 2024-2025,
while maintaining healthy and recurring annual FOCF of at least
EUR20 million-EUR30 million and S&P Global Ratings-adjusted debt to
EBITDA decreasing to about 5.5x by 2025.

"We could lower the rating if S&P Global Ratings-adjusted debt to
EBITDA deteriorated to more than 7.0x with no prospects of
deleveraging in the short term. This could stem from
higher-than-anticipated integration costs or from higher
investments to accelerate expansion in the U.S. translating into a
deterioration in Sammontana's profitability, with FOCF generation
turning negative. Rating pressure could also arise if we saw
higher-than-expected discretionary spending through large
debt-funded M&A or shareholder distributions.

"We could consider a positive rating action if we think that
Sammontana will sustain positive and recurring FOCF generation and
has established a track record of maintaining leverage comfortably
below 5.0x coupled with a clear financial policy commitment to
maintain leverage at this level on a sustainable basis. We would
also expect prudent discretionary spending on M&A and with regards
to shareholder distributions.

"Environmental factors are a neutral consideration in our credit
analysis. As a manufacturer of frozen products, Sammontana's
production is exposed to cold chain logistics and is energy
intensive. Additionally, the group is exposed to high regulatory
requirements pertaining to the food sector. For instance, by law,
certain temperatures within the company's establishments need to be
maintained at all times. The group tries to optimize its energy
sourcing to be aligned with its environmental, social, and
governance objectives. The group has undertaken some initiatives to
reduce Scope 1 emissions (such as investments in solar panels and
switch to trigeneration plant) and has set a target for the
reduction of Scope 1-3 emissions.

"Social factors are an overall neutral factor for our rating
analysis. We believe ice cream and frozen pastry are an occasional
indulgence compared to staple foods with limited social risk. We
note Sammontana addresses evolving consumer tastes and preferences
toward the introduction of healthier options by adding
'better-for-you' options in its product portfolio.

"Governance factors are a moderately negative consideration in our
credit rating analysis for Sammontana, as is the case for most
rated entities controlled by private-equity sponsors. We think that
the company's highly leveraged financial risk profile points to
corporate decision-making that could prioritizes the interests of
the controlling owners. This also reflects generally finite holding
periods and a focus on maximizing shareholder returns. We view the
experienced management team as well as the Bagnoli family's
(Sammontana founding family) involvement in the group's governance
as positive."




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

EOS FINCO: EUR475MM Bank Debt Trades at 26% Discount
----------------------------------------------------
Participations in a syndicated loan under which EOS Finco Sarl is a
borrower were trading in the secondary market around 74.3
cents-on-the-dollar during the week ended Friday, Sept. 27, 2024,
according to Bloomberg's Evaluated Pricing service data.

The EUR475 million Term loan facility is scheduled to mature on
October 8, 2029. The amount is fully drawn and outstanding.

EOS US Finco LLC is a hardware technology company based in the
United States. The Company's country of domicile is Luxembourg.



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

HOUSE OF HR: S&P Affirms 'B' LT ICR & Alters Outlook to Negative
----------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its 'B' long term-term issuer credit rating on
Netherlands-based House of HR Group BV (HOHR). S&P also affirmed
its 'B' issue rating on the group's first-lien debt. The '3'
recovery rating indicates its expectation of meaningful recovery
prospects (50%-70%; rounded estimate: 55%).

The negative outlook indicates that HOHR might not be able to
deleverage and its FFO to cash interest coverage remains materially
below 2x for a prolonged period.

S&P said, "We have lowered our forecast for 2024-2025 following the
underperformance in the first half of 2024 due to sluggish volumes.
For the first half of 2024, HOHR reported broadly flat revenues
since modest growth in its engineering and consulting segment was
offset by volume declines in temporary staffing solutions. We
revised down our projections based on our assumption that weak
economic conditions will continue to weigh on HOHR performance,
suggesting muted revenue growth for the rest of 2024 of about 2%
for the full year, including the consolidation of acquisitions made
in 2023. We forecast a gradual recovery in the market in 2025,
underpinned by our assumption that growth will pick up steadily in
Germany, Belgium, the Netherlands, and France. At the same time,
unemployment will likely remain low, yielding organic revenue
growth of about 4%, supported by increases in both price and
volume.

"We also forecast S&P Global Ratings-adjusted EBITDA margins will
decline by 50 basis points to 9.6% in 2024. This will stem from
higher benching time, increased recruitment of margin-dilutive
freelancers, and a change in the revenue mix -- more growth in
end-markets with less scarcity of talent, such as in retail or
hospitality. We forecast margins will improve to 10.1% in 2025 (in
line with 2021 levels) as the business gradually recovers and
thereby reduces the benching time. We also think a boost will come
from efficiencies achieved thanks to measures undertaken in the
previous year and resumed growth in higher-margin businesses like
healthcare."

HOHR's highly leveraged capital structure and high interest burden
leave little headroom at the current 'B' rating for
underperformance. HOHR has implemented several cash preserving
measures this year. This includes repricing of its first-lien term
loan, refinancing higher-interest carrying EUR100 million
second-lien term loan with first-lien debt, and deferring about
EUR10 million of cash tax payments to 2025. S&P said, "However, we
expect funds from operations (FFO) of about EUR96 million in 2024,
versus the EUR115 million reported in 2023. This is due to high
interest costs and weaker earnings. FFO should recover to roughly
EUR117 million in 2025, on the back of increased earnings and
reduced cash interest payments as the ECB eases interest rates,
partially offset by higher cash tax payments. As a result, we
forecast that FFO cash interest coverage will remain tight for the
current rating, at 1.5x-1.6x in 2024-2025."

The leverage will remain elevated at around 7.2x in 2024, compared
with 6.8x in 2023, due to lower EBITDA. Debt to EBITDA will then
decline to 6.7x in 2025 as the company's profitability strengthens
to levels broadly in line with 2023 results. S&P said, "In that
context, we view positively HOHR's reduced spending on mergers and
acquisitions (M&A) in 2024. We forecast positive free operating
cash flows (FOCF) of more than EUR50 million per year in 2024-2025,
supported by limited capex and working capital requirements. That
said, because of meaningful lease payments of EUR85 million-EUR90
million per year, we forecast negative FOCF after leases in
2024-2025. We note that staffing companies' working capital is
countercyclical: when volumes decrease, in a given month they pay
less staff costs but receive the cash from the higher volumes they
invoiced the month before." Furthermore, HOHR has adequate
liquidity, supported by EUR109 million cash on balance sheet and
EUR265 million undrawn on its revolving credit facility (RCF) as of
June 2024.

The negative outlook indicates that difficult macroeconomic
conditions could weigh on HOHR's operating performance, thereby
hampering its deleveraging and resulting in FFO coverage of cash
interest of materially less than 2x for a prolonged period.

S&P could lower the ratings if:

-- FFO cash interest coverage remains materially below 2.0x.

-- A prolonged economic downturn caused FOCF after lease payments
to remain negative with no signs of recovery.

-- The group's financial policy decisions, combined with weak
operating performance, caused a material leverage deterioration.

S&P could revise the outlook to stable if HOHR's operating
performance recovers, with sustained positive FOCF after leases,
and FFO cash coverage improving toward 2x.




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

KRONOSNET CX: EUR870MM Bank Debt Trades at 31% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Kronosnet CX Bidco
2022 SL is a borrower were trading in the secondary market around
69.5 cents-on-the-dollar during the week ended Friday, Sept. 27,
2024, according to Bloomberg's Evaluated Pricing service data.

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

Kronosnet CX Bidco 2022 SL operates as a special purpose entity.
The Company was formed for the purpose of issuing debt securities
to repay existing credit facilities, refinance indebtedness, and
for acquisition purposes. The Company's country of domicile is
Spain.

SABADELL CONSUMO 3: Moody's Assigns B1 Rating to EUR15MM F Notes
----------------------------------------------------------------
Moody's Ratings has assigned the following definitive ratings to
Notes issued by SABADELL CONSUMO 3, FONDO DE TITULIZACION:

EUR641.3M Class A Asset-Backed Floating Rate Notes due October
2035, Definitive Rating Assigned Aa1 (sf)

EUR15M Class B Asset-Backed Floating Rate Notes due October 2035,
Definitive Rating Assigned A2 (sf)

EUR30.2M Class C Asset-Backed Floating Rate Notes due October
2035, Definitive Rating Assigned Baa1 (sf)

EUR35M Class D Asset-Backed Floating Rate Notes due October 2035,
Definitive Rating Assigned Baa3 (sf)

EUR13.5M Class E Asset-Backed Floating Rate Notes due October
2035, Definitive Rating Assigned Ba2 (sf)

EUR15M Class F Asset-Backed Floating Rate Notes due October 2035,
Definitive Rating Assigned B1 (sf)

Moody's have not assigned any rating to the EUR9.2M Class G
Subordinated Floating Rate Notes due October 2035.

Maximum achievable rating is Aa1 (sf) for structured finance
transactions in Spain, driven by the corresponding local currency
country ceiling of the country. Changes in the capital structure
from provisional to definitive ratings have resulted in higher
definitive ratings for Classes E and F. The reduced weighted
average coupon on the notes and the lower fixed swap rate
positively impacted the transaction, leading to an increase in
excess spread

RATINGS RATIONALE

The transaction is a static cash securitisation of Spanish
unsecured consumer loans originated by Banco de Sabadell, S.A.
(Baa1/P-2; A3(cr)/P-2(cr)). The portfolio consists of consumer
loans used for several purposes, such car acquisition, property
improvement and other undefined or general purposes. Banco de
Sabadell, S.A. also acts as servicer and collection account bank of
the transaction.

The underlying assets consist of consumer loans with fixed rates
and a total outstanding balance of approximately EUR750 million. As
of September 17, 2024, the definitive portfolio has 82,592 loans
with a weighted average interest of 7.75%. The portfolio is highly
granular with the largest and 20 largest borrowers representing
0.01% and 0.15% of the pool, respectively. The portfolio also
benefits from a good geographic diversification and weighted
average seasoning of 12.6 months. The definitive portfolio, as of
its pool cut-off date, does not have any loans in arrears.

The transaction benefits from credit strengths such as the
granularity of the portfolio, the excess spread-trapping mechanism
through 3 months artificial write off mechanism, the high average
interest rate of 7.75% and the financial strength and
securitisation experience of the originator.

Moreover, Moody's note that the transaction features some credit
weaknesses such as a complex structure including interest deferral
triggers for junior Notes, pro-rata payments on all asset-backed
Notes from the first payment date and the linkage to Banco de
Sabadell, S.A. Various mitigants have been put in place in the
transaction structure such as sequential redemption triggers to
stop the pro-rata amortization. Commingling risk is mitigated by
the transfer of collections to the issuer account within two days
and the high rating of the servicer.

Hedging: all the loans are fixed-rate loans, whereas the Notes are
floating-rate liabilities. As a result, the issuer is subjected to
a fixed-floating interest-rate mismatch. To mitigate the
fixed-floating rate mismatch, the issuer has entered into a swap
agreement with BNP Paribas. Under the swap agreement: (i) the
issuer pays a fixed rate of 2.54%, (ii) the swap counterparty pays
1M Euribor, (iii) the notional, as of any date, will be the
Outstanding Balance of Non-Doubtful Receivables.

Moody's analysis focused, amongst other factors, on: (i) an
evaluation of the underlying portfolio of consumer loans and the
eligibility criteria, (ii) historical performance provided on Banco
de Sabadell, S.A.'s total book and past consumer loan ABS
transactions, (iii) the credit enhancement provided by
subordination, excess spread and the reserve fund, (iv) the
liquidity support available in the transaction by way of principal
to pay interest, and (v) the overall legal and structural integrity
of the transaction.

MAIN MODEL ASSUMPTIONS

Moody's determined a portfolio lifetime expected mean default rate
of 4.75%, expected recoveries of 20.0% and a portfolio credit
enhancement ("PCE") of 16.0%. The expected defaults and recoveries
capture Moody's expectations of performance considering the current
economic outlook, while the PCE captures the loss Moody's expect
the portfolio to suffer in the event of a severe recession
scenario. Expected defaults and PCE are parameters used by us to
calibrate Moody's lognormal portfolio loss distribution curve and
to associate a probability with each potential future loss scenario
in Moody's ABSROM cash flow model to rate consumer ABS
transactions.

The portfolio expected mean default rate of 4.75% is in line with
recent Spanish consumer loan transactions average and is based on
Moody's assessment of the lifetime expectation for the pool taking
into account: (i) historical performance of the loan book of the
originator, (ii) good performance track record on recent Banco de
Sabadell, S.A. rated ABS consumer deals, (iii) benchmark
transactions, and (iv) other qualitative considerations.

Portfolio expected recoveries of 20% are higher than recent Spanish
consumer loan transactions average and are based on Moody's
assessment of the lifetime expectation for the pool taking into
account: (i) good historical performance of the loan book of the
originator, (ii) good recoveries observed in previous rated ABS
consumer deals from Banco de Sabadell, S.A., (iii) benchmark
transactions, and (iv) other qualitative considerations such as
quality of data provided.

The PCE of 16.0% is lower than other Spanish consumer loan peers
and is based on Moody's assessment of the pool taking into account
the relative ranking to originator peers in the Spanish consumer
loan market. The PCE of 16.0% results in an implied coefficient of
variation ("CoV") of 50.4%.

The principal methodology used in these ratings was "Moody's
Approach to Rating Consumer Loan-Backed ABS" published in July
2024.

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

Factors or circumstances that could lead to an upgrade of the
ratings of the Notes would be: (1) better than expected performance
of the underlying collateral; or (2) a lowering of Spain's
sovereign risk leading to the removal of the local currency ceiling
cap.

Factors or circumstances that could lead to a downgrade of the
ratings would be: (1) worse than expected performance of the
underlying collateral; (2) deterioration in the credit quality of
Banco de Sabadell, S.A.; or (3) an increase in Spain's sovereign
risk.




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

RONESANS HOLDING: S&P Rates New $300MM Sr. Guaranteed Notes 'B+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue rating to the proposed
$300 million senior guaranteed notes issued by Turkiye-based
conglomerate Ronesans Holding A.S. (B+/Stable/--). The 'B+' issue
rating is in line with the issuer credit rating on Ronesans. S&P
forecasts that the company will maintain S&P Global
Ratings-adjusted debt to EBITDA, which it calculates on a gross
basis, at about 4.5x-5.0x in 2024 and 2025, increasing to 5.5x-6.0x
by 2026, due to incremental debt to fund new investments more than
offsetting the growth in earnings.

Under S&P's base-case scenario, it assumes that Ronesans will
maintain a minority stake in the Northern Marmara Motorway Project
(Nakkas), a majority stake in the Ceyhan polypropylene facility and
adjacent terminal, and full ownership of the public private
partnership project in Kazakhstan. If there is a change compared
with our underlying assumptions--namely if the company maintains a
majority stake in Nakkas, for example--credit metrics will likely
worsen. This is due to the higher amount of consolidated debt,
higher capital expenditure requirements, and the elimination of the
construction segment's earnings arising from transactions with
another group entity.

S&P said, "Although the company has a significant amount of debt
that benefits from security interests, including mortgages and
pledges, we estimate that secured debt following the notes'
issuance will remain below 50% of the total debt (at about 45%).
This allows us to rate the notes at the same level as the issuer
credit rating. If this ratio exceeds 50% in the future, we would
view the remaining unsecured debt as likely to be significantly
disadvantaged, and reflect this by notching that results in the
rating on the senior guaranteed notes being lower than the issuer
credit rating.

"At the same time, the company's priority debt ratio--which
includes both secured debt in its consolidated capital structure
and total unsecured debt of subsidiaries--exceeds 50% of the total
consolidated debt. The provision of qualifying upstream guarantees
extended by subsidiaries to the parent (which together account for
over 30% of the group's consolidated revenue and earnings) put the
claims of the parent company's creditors pari passu with those of
operating companies' creditors, which mitigates the structural
subordination risk, in our view. In addition, we expect the amount
of secured debt will reduce, over time, thanks to the amortizing
profile of the debt issued by the real estate subsidiaries."

The documentation includes leverage and fixed-charge covenants,
minimum liquidity requirements, and a loan-to-value cap on the
priority debt incurred by the real estate subsidiaries, set at 45%.
It allows Ronesans and its restricted subsidiaries to incur
additional incremental debt under its credit facilities up to $375
million, including refinancing; additional debt under a general
basket of up to $100 million, including refinancing; and additional
debt under other baskets, for example for finance leases and local
lines of credit. In addition, the documentation allows Ronesans to
incur an "unlimited" amount of acquisition-related debt, subject to
meeting financial covenants, or financial covenant tests being "no
worse than" that immediately before the acquisition.

Restricted payments, such as dividends, share repurchases, or
repayment of subordinated debt are allowed as long as no "event of
default" is occurring, and are uncapped subject to certain leverage
and fixed-charge thresholds. These include a builder basket at 50%
of the borrower's cumulative consolidated net income, and additions
to the general basket by the amount of proceeds from equity
issuance or contributions to capital. The documentation also
includes limitations on the sale of certain assets and transactions
with affiliates. It also allows Ronesans to designate unrestricted
subsidiaries, subject to no event of default occurring and pro
forma compliance with the financial covenants, as long as such
designation is deemed an investment, there is sufficient investment
capacity, and it includes reclassification rights.




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

ADVIZA PARTNERSHIP: FRP Advisory Named as Administrators
--------------------------------------------------------
Adviza Partnership was placed in administration proceedings in the
High Court of Justice, Court Number: CR-2024-005586, and Philip
David Reynolds and Ian James Corfield of FRP Advisory Trading
Limited were appointed as administrator on Sept. 25, 2024.  

Adviza Partnership engages in general public administration
activities and educational support services.

Its registered office is at 9th Floor, Ocean House, The Ring,
Bracknell, RG12 1AX to be changed to 2nd Floor, 110 Cannon Street,
London, EC4N 6EU.  Its principal trading address is at 9th Floor,
Ocean House, The Ring, Bracknell, RG12 1AX.

The joint administrator can be reached at:

           Philip David Reynolds
           Ian James Corfield
           FRP Advisory Trading Limited
           2nd Floor, 110 Cannon Street
           London, EC4N 6EU

For further information, contact:

           The Joint Administrators
           Tel No: 020 3005 4000

Alternative contact:

           Jake Gruenewald
           Email: Adviza@frpadvisory.com


DELCOR LTD: Seneca IP Named as Administrators
---------------------------------------------
Delcor Ltd was placed into administration proceedings in the High
Court of Justice The Business and Property Courts in Leeds, Court
Number: 000936 of 2024, and John Hedger of Seneca IP Limited were
appointed as administrator on Sept. 26, 2024.  

Delcor Ltd is a retailer of crafted luxury furniture.

Its registered office is at Delcor House, Double Row, Seaton
Delaval, Whitley Bay, NE25 0PR.  Its principal trading address is
12 The Downs, Altrincham, Cheshire, WA14 2PU, 30 Bath Row, Stamford
Lincolnshire, PE9 2QX, Delcor House, Double Row, Seaton Delaval,
Northumberland, NE25 0PR & Derwent House, 3 Bridge Street, Witney,
Oxfordshire, OX28 1BY.

The joint administrator can be reached at:

           John Hedger
           Seneca IP Limited
           Speedwell Mill, Old Coach Road
           Tansley, Matlock
           DE4 5FY

For further information, contact:

           James Annerson
           Email: james.annerson@seneca-ip.co.uk
           Tel No: 01629 761700


EDGE FINCO: S&P Assigns 'B+' Rating on GBP500MM Sr. Secured Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue and '3' recovery rating
to the GBP500 million of senior secured notes maturing in 2031
offered by Edge Finco PLC (Evri). The recovery rating reflects
S&P's expectation of meaningful recovery (50%-70%, rounded
estimate: 50%) in the event of default.

The GBP500 million bond issuance is part of a package comprising
GBP1.4 billion in new debt facilities to finance Apollo's
acquisition of Evri and refinance existing debt. The issue and
recovery rating on the bond are in line with those on the GBP900
million equivalent euro term loan B.


ELSTREE FUNDING 5: S&P Assigns Prelim. 'BB-' Rating on X Notes
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Elstree Funding No. 5 PLC's class A to X-Dfrd notes. At closing,
Elstree Funding No. 5 will also issue unrated RC1 and RC2 residual
certificates.

S&P's preliminary ratings address timely receipt of interest and
ultimate repayment of principal on the class A notes, and the
ultimate payment of interest and principal on all other rated
notes.

Of the loans in the pool, 46.4% are first-lien buy-to-let (BTL)
mortgages, 52.8% are second-lien owner-occupied mortgages, and 0.8%
are second-lien BTL mortgage loans.

At closing, the issuer will prefund the acquisition of an
additional portfolio of mortgages (subject to compliance with the
respective eligibility criteria) of approximately 10% of the total
transaction size that may be purchased before the first interest
payment date.

The loans in the provisional pool were originated by West One
Secured Loans Ltd. (WOSL), which is a wholly owned subsidiary of
Enra Specialist Finance Ltd. (Enra), between 2020 and 2024, with
92.7% originated in 2024.

Most of the second-lien owner-occupied pool is considered to be
prime, with 98.8% originated under Enra's "prime plus" or "prime"
product ranges and the remainder categorized as "near prime". The
near prime loans are categorized by lower credit scores and
potentially more adverse credit markers, such as county court
judgments, than those under the prime or prime plus ranges.

The class A and B-Dfrd notes benefit from liquidity provided by a
liquidity reserve fund, and principal can be used to pay senior
fees and interest on the rated notes subject to various
conditions.

Credit enhancement for the rated notes will consist of
subordination and a general reserve fund.

The transaction incorporates a swap to hedge the mismatch between
the notes, which pay a coupon based on the compounded daily
Sterling Overnight Index Average, and the portion of loans, which
pay fixed-rate interest before reversion. Any fixed-rate loans
purchased during the prefunding period will be included in the
swap.

At closing, the issuer will use the issuance proceeds to purchase
the full beneficial interest in the mortgage loans from the seller.
The issuer grants security over all its assets in favor of the
security trustee.

WOSL will service the portfolio.

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

S&P's current macroeconomic forecasts and forward-looking view of
the U.K. residential mortgage market are considered in its ratings
through additional cash flow sensitivities.

  Preliminary ratings

  CLASS    PRELIM. RATING   CLASS SIZE (%)

  A           AAA (sf)        85.25

  B-Dfrd      AA (sf)          4.75

  C-Dfrd      A+ (sf)          4.25

  D-Dfrd      A- (sf)          2.75

  E-Dfrd      BBB- (sf)        2.25

  F-Dfrd      BB (sf)          0.75

  X-Dfrd      BB- (sf)         2.25

  RC1 Residual
  Certificates    NR           N/A

  RC2 Residual
  Certificates    NR           N/A

NR--Not rated.
N/A--Not applicable.


FIBRERAY DESIGN: Cowgills Limited Named as Administrators
---------------------------------------------------------
Fibreray Design Limited was placed in administration proceedings in
the High Court of Justice Business and Property Courts in
Manchester Insolvency & Companies (ChD), Court Number: CR-2024-MAN
of 1196, and Craig Johns and Jason Mark Elliott of Cowgills Limited
were appointed as administrators on Sept. 23, 2024.  

Its registered office and principal trading address is at 5th Floor
Horton House, Exchange Flags, Liverpool, L2 3PF.

The joint administrators can be reached at:

           Craig Johns
           Jason Mark Elliott
           Cowgills Limited
           Fourth Floor Unit 5B
           The Parklands, Bolton
           BL6 4SD
           Tel No: 0161-827-1200

For further information, contact:

           Katie Parker
           Cowgills Limited
           Fourth Floor Unit 5B
           The Parklands, Bolton
           BL6 4SD
           Email: Katie.Parker@cowgills.co.uk
           Tel No: 0161-672-5763


HARLAND & WOLFF: Teneo Financial Named as Administrators
--------------------------------------------------------
Harland & Wolff Group Holdings Plc was placed in administration
proceedings in the High Court of Justice Business and Property
Courts of England and Wales, Court Number: CR-2024-005412, and
Gavin George Scott Park and Matthew James Cowlishaw of Teneo
Financial Advisory Limited were appointed as administrator on Sept.
27, 2024.  

Harland & Wolff is a British shipbuilding and fabrication company
headquartered in London with sites in Belfast, Arnish, Appledore
and Methil. It specialises in ship repair, shipbuilding and
offshore construction.

Its registered office is at Fieldfisher Riverbank House, 2 Swan
Lane, London, EC4R 3TT.

The joint administrator can be reached at:

           Gavin George Scott Park
           Matthew James Cowlishaw
           Teneo Financial Advisory Limited
           The Colmore Building
           20 Colmore Circus Queensway
           Birmingham, B4 6AT

For further information, contact:

           The Joint Administrators
           Tel No: 0121 619 0120

Alternative contact: Aaron Banks


LAWBIT LIMITED: Antony Batty Financial Named as Administrators
--------------------------------------------------------------
Lawbit Limited was placed in administration proceedings in the High
Court of Justice Business and Property Courts of England and Wales,
Court Number: CR-2024-005039, and William Antony Batty and Hugh
Jesseman of Antony Batty & Company LLP were appointed as
administrator on Sept. 24, 2024.  

LawBite is an online legal platform powering a fully SRA regulated
UK law firm providing expert legal services for businesses of all
sizes.

Its registered office is at 39 Long Acre, London, WC2E 9LG.

The joint administrator can be reached at:

           William Antony Batty
           Hugh Jesseman
           Antony Batty & Company LLP
           3 Field Court, Gray’s Inn
           London, WC1R 5EF

For further information, contact:

           Sheniz Bayram
           Email: Sheniz@antonybatty.com
           Tel No: 020 7831 1234


REDDIFAST STEELS: Currie Young Named as Administrators
------------------------------------------------------
Reddifast Steels Ltd was placed in administration proceedings in
the Business & Property Courts in Birmingham, Insolvency &
Companies List, Court Number: No 577 of 2024, and Steven John
Currie and Sophie LeighMurcott of Currie Young Limited were
appointed as administrator on Sept. 27, 2024.  

Reddifast Steels is a manufacturer of fabricated metal products.

Its registered office and principal trading address is at Unit 6
Stourdale Road, Cradley Heath, West Midlands, B64 7BG.

The joint administrator can be reached at:

           Steven John Currie
           Sophie LeighMurcott
           Currie Young Limited
           Ground Floor, 10 King Street
           Newcastle under Lyme
           ST5 1EL

For further information, contact:

           Evie Currie
           Email: sjc@currieyoung.com
           Tel No: 01782 394500


S4 CAPITAL: Moody's Affirms 'B1' CFR & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Ratings has affirmed the B1 long term corporate family
rating and the B1-PD probability of default rating for S4 Capital
PLC (S4 Capital), as well as the B1 ratings on EUR375 million
Backed Senior Secured Term Loan B issued by S4 Capital LUX Finance
S.a r.l. and GBP100 million Backed Senior Secured Bank Credit
Facility (RCF) issued by S4 Capital 2 Ltd. The outlook of all
entities has changed to negative from stable.

Moody's decision to change the ratings outlook to negative is based
on the company's recently reduced revenue forecast for 2024, due to
ongoing weak demand from major technology clients. Moreover, the
revenue prospects for 2025 are currently unclear in Moody's view,
with little insight into when S4 Capital's technology client
budgets might recover.

"Moody's expect S4 Capital's efforts to preserve profitability to
keep its EBITDA stable in 2024 compared to 2023. However, its
smaller scale and a technology sector heavy client base is
currently creating greater revenue pressure compared to some larger
and more diversified industry peers"  says Gunjan Dixit – Moody's
Ratings Vice President - Senior Credit Officer and lead analyst on
S4 Capital.

RATINGS RATIONALE

After a 4.5% like-for-like decline in 2023, S4 Capital's net
revenues fell by 13.5% year-on-year to GBP376 million in the first
six months of 2024, reflecting ongoing client caution, especially
among its technology clients, who contribute to 44% of the group's
revenue. Despite not losing any major clients, S4 Capital has seen
a notable decrease in demand from some technology clients which
have reduced their marketing budgets. The company has not met its
expected revenue performance levels, especially within its Content
practice. While the significant decrease in revenue in its
Technology Services practice was anticipated by S4 Capital
(resulting from lower revenue from a key client and prolonged sales
cycles for acquiring new business), it contributed to the overall
revenue decline in the first half of 2024. With its half year
results, S4 Capital has reduced its revenue guidance for full year
2024 and is yet to give an outlook for 2025.

Given S4 Capital's revised revenue guidance for 2024, Moody's
predict a high single-digit decline in its net revenue (GBP873
million in 2023). This trend is reflected across the industry
peers, influenced by each company's revenue scale and exposure to
technology clients. WPP Plc (Baa2, stable, GBP11.9 billion in 2023
net revenue), with a 17% technology client base, now expects 2024
organic revenue growth of 0% to -1%. The Interpublic Group of
Companies, Inc. (Baa2, stable, USD1.1 billion) and Dentsu Group
Inc. (USD8 billion), with relatively lower pure tech exposure,
project a modest 1% growth. In contrast, Stagwell Inc. (B1, stable,
USD2 billion) despite under-performing in the first half of 2024,
and Publicis Groupe S.A. (Baa1, stable, EUR13 billion), forecast
stronger organic revenue growth of 5% to 7%, highlighting the
varied impact of tech client dependence on revenue expectations.

Moody's believe that global digital advertising will continue to
grow faster than the broader advertising industry over the next
three years, with 13% growth expected in 2024 as per Magna Global
(June 2024). However, this growth could see some softening as
digital advertising approaches to account for 71% of the total
advertising market. That said, S4 Capital's ability to increase its
revenue above the digital advertising market will depend on the
recovery of its technology client budgets and its ability to
attract new business. The group's largest six clients accounted for
39% of total revenues in H1 2024, compared to the largest eight
clients that had generated 45% of the company's revenue in H1
2023.

Given the pressure on revenue, the company's H1 2024 EBITDA fell to
GBP30 million, an 8% year-over-year decline, with an EBITDA margin
of 8%, unchanged from H1 2023. In response, the company intensified
its cost-cutting efforts, notably reducing its workforce by 12% to
about 7,550 employees and curbing discretionary expenditures. These
actions are part of a broader strategy to sustain profitability and
enhance margins throughout the year. Moody's expect S4 Capital's
reported EBITDA to remain flat in 2024, whilst margins to improve
to around 11%. However, this anticipated margin falls significantly
short of both its medium-term ambition and historical margin of
20%, as well as the margins of key industry competitors.

Despite flat EBITDA trajectory in 2024, Moody's expect
Moody's-adjusted gross leverage for S4 Capital to reduce to 4.8x in
2024, compared to 5.4x in 2023. This is primarily driven by the
absence of any material acquisition-related contingent
consideration adjustment in 2024. For 2025, Moody's expect some
de-leveraging subject to company achieving modest recovery in net
revenue and EBITDA growth. Over the medium term, S4 Capital aims to
keep its reported net leverage below 1.5x compared to 2.2x, as of
June 2024.

In 2023, the group generated negative Moody's-adjusted Free Cash
Flow (FCF) of GBP62 million, primarily driven by GBP78 million of
acquisition-related employment-linked cash contingent consideration
payments and GBP21 million restructuring related payments. Due to
lower employment-linked consideration payments in 2024 (GBP10
million paid in H1 2024), Moody's currently expect Moody's-adjusted
FCF to improve and turn positive to around GBP10-15 million for the
full year. Over 2025, cash generation could improve if the company
achieves top line growth and incurs lower restructuring costs.

S4 Capital has a policy of funding acquisitions 50% in cash and 50%
in shares, meaning that a strong recovery in share price is needed
to pursue material strategic acquisitions in future. It therefore
remains critical for the company to demonstrate strong execution on
organic revenue growth and margin improvement over the coming 12-18
months in order to restore market confidence and improve its
business risk profile.

LIQUIDITY

S4 Capital's liquidity is adequate, supported by GBP135 million
cash on balance sheet on June 30, 2024 and access to a GBP100
million committed, undrawn RCF due August 2026. Its RCF benefits
from a springing financial covenant under which the company will
maintain adequate capacity. The company faces no significant
maturity, before 2028 given its RCF maturing in 2026 remains
undrawn.

RATIONALE FOR NEGATIVE OUTLOOK

The negative rating outlook on S4 Capital reflects the uncertainty
of revenue recovery over the next 12-18 months due to ongoing
client caution and a continued weak outlook particularly for the
Technology Services practice.

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

The negative outlook indicates that rating upgrades are unlikely
over the next 12-18 months. However, the ratings could be upgraded
if the company (1) builds a track record of solid execution towards
its growth plan while continuing to demonstrate stronger internal
controls and improved risk management; (2) achieves strong and
sustained revenue and EBITDA growth that helps expand its scale and
quality of operations; (3) and maintains a conservative financial
policy such that Moody's-adjusted gross debt/EBITDA is maintained
well below 3.5x together with positive free cash flow (FCF)
generation.

The ratings could be downgraded if the company fails to see a
return to healthy organic revenue growth from 2025 onwards and/or
is not able to preserve and improve its EBITDA margin; it
materially loosens its financial policy or its Moody's-adjusted
gross debt/EBITDA is sustained well above 4.5x or its liquidity
weakens.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

S4 Capital PLC, a new age digital and marketing services company,
was formed in May 2018 by Sir Martin Sorrell. For the last six
months ended June 30, 2024, the company's net sales (gross profit)
was GBP376 million and its operational EBITDA (as calculated by S4
Capital) reached GBP30 million.




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

[*] BOOK REVIEW: THE ITT WARS
-----------------------------
THE ITT WARS: An Insider's View of Hostile Takeovers

Author: Rand Araskog
Publisher: Beard Books
Softcover: 236 pages
List Price: $34.95
http://www.beardbooks.com/beardbooks/the_itt_wars.html   

This book was originally published in 1989 when the author was
Chairman and Chief Executive Officer of ITT Corporation, a $25
billion conglomerate with more than 100,000 employees and
operations spanning the globe with an amazing array of businesses:
insurance, hotels, and industrial, automotive, and forest products.
ITT owned Sheraton Hotels, Caesars Gaming, one half of Madison
Square Garden and its cable network, and the New York
Knickerbockers basketball and the New York Rangers hockey teams.
The corporation had rebounded from its troubles of the previous two
decades.

Araskog was made CEO in 1978 to make sense of years of wild
acquisition and growth. Under Harold Greenen, successor to ITT's
founder and champion of "growth as business strategy," ITT's sales
had grown from $930 million in 1961 to $8 billion in 1970 and $22
billion in 1979. It had made more than 250 acquisitions and had
2,000 working units. (It once acquired some 20 companies in one
month.)

ITT's troubles began in 1966, when it tried to acquire ABC.
National sentiments against conglomerates became endemic; the
merger became its target and was eventually abandoned. Next came a
variety of allegations, some true, some false, all well publicized:
funding of Salvador Allende's opponents in Chile's 1970
presidential elections; influence peddling in the Nixon White
House; underwriting the 1972 Republican National Convention. ITT's
poor handling of several antitrust cases was also making
headlines.

Then came recession in 1973. ITT's stock plummeted from 60 in early
1973 to 12 in late 1974. Geneen found himself under fire and, in
Araskog's words, the "succession wars" among top ITT officers
began. Geneen was forced out in 1977, and Araskog, head of ITT's
Aerospace, Electronics, Components, and Energy Group, with more
than $1 billion in sales, won the CEO prize a year later.

Araskog inherited a debt-ridden corporation. He instituted a plan
of coherent divesting and reorganization of the company into more
manageable segments, but was cut short by one of the first hostile
bids by outside financial interests of the 1980's, by businessmen
Jay Pritzker and Philip Anschutz. This book is the insider's story
of that bid.

The ITT Wars reads like a "Who's Who" of U.S. corporations in the
1970s and 1980s. Araskog knew everyone. His writing reflects his
direct, passionate, and focused management style. He speaks of
wars, attacks, enemies within, personal loyalty, betrayal, and love
for his company and colleagues. In the book's closing sentences,
Araskog says, "We fought when the odds are against us. We won, and
ITT remains one of the most exciting companies of the twentieth
century, we hope to keep the wagon train moving into the
twenty-first century and not have to think about making a circle
again. Once is enough."

Araskog wrote a preface and postlogue for the Beard Books edition,
and provide us with ten years of perspective as well as insights
into what came next. In 1994, he orchestrated the breakup of ITT
into five publicly traded companies. Wagon circling began again in
early 1997 when Hilton Hotels made a hostile takeover offer to ITT
Corporation. Araskog eventually settled for a second-best victory,
negotiating a friendly merger with the Starwood Corporation, in
which ITT shareholders became majority owners of Starwood and
Westin Hotels, with the management of Starwood assuming management
of the merged entity.

Rand Araskog served as CEO of ITT Corporation until 1998.  He later
headed his own investment company RVA Investments.  He also served
on the Board of Directors of Cablevision and the Palm Beach Civic
Association.  Araskog was born in Fergus Falls, Minnesota, in 1931.
He died August 9, 2021, in Palm Beach, Florida.


[*] BOOK REVIEW: The Phoenix Effect
-----------------------------------
Nine Revitalizing Strategies No Business Can Do Without

Authors: Carter Pate and Harlann Platt
Publisher: John Wiley & Sons, Inc.
Softcover: 244 Pages
List Price: $27.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://amazon.com/exec/obidos/ASIN/0471062626/internetbankrupt    

Think of all the managers of faltering companies who dream of
watching those companies rise from the ashes all around them! With
a record number of companies failing in 2001, and another
record-setting year expected for 2002, there are a lot of ashes
from which to rise these days.

Carter Pate and Harlan Platt highly value strong leadership able to
sharpen a company's focus and show the way to the future. They
believe that all too often, appropriate actions required to improve
organizations are overlooked because upper management either isn't
aware of the seriousness of the issues they face or they don't know
where to turn for accurate information to best address their
concerns. In the Phoenix Effect, the authors present their ideas to
"confront, comprehend, and conquer a company's ills, big and
small."

These ideas are grouped into nine steps: (i) Find out whether the
company needs a tune-up, a turnaround, or crisis management. Locate
the source of "the pain." (ii) Analyze the true scope of the
company's operations. Decide whether to stay in the same
businesses, withdraw from existing businesses, or enter new ones.
(iii) Hold the company to its mission statement. If it strives to
be "the most environmentally friendly." Figure out how. (iv) Manage
scale. Should the company grow, stay the same size, or shrink? (v)
Determine debt obligations and work toward debt relief. (vi) Get
the most from the company's assets. Eliminate superfluous assets
and evaluate underused assets. (vii) Get the most from the
company's employees. Increase output and lower workforce costs.
(viii) Get the most from the company's products. Turn out products
that are developed and marketed to fill actual, current customer
needs. (ix) Produce the product. Search for alternate ways to
create the product: owning or leasing facilities, outsourcing,
etc.

The authors believe that "how you're doing is where you're going."
They assert that the "one fundamental source of life in companies,
as in people, is the capacity for self-renewal, the ability to
excite your team for game after game. to go for broke season after
season." This ability can come from "(g)enetics, charisma, sheer
luck, stock options -- all crucial, yes, but the best renewal
insurance is a leader who always knows exactly how his or her
company is doing."

There are a lot of books written on this topic. Pate and Platt
successfully bridge the gap between overgeneralization and too
detail. They are equally adept at advising on how to go about
determining a business's scope and arguing for Monday rather than
Friday for implementing layoffs. They don't dwell on sappy
motivational techniques. They don't condescend to the reader or
depend too much on folksy vernacular and cliche. Their message is
clear: your company's phoenix, too, can rise from its ashes.

Carter Pate has served on the Board of multiple public companies.
During his two decades as a Partner at PricewaterhouseCoopers, he
held several global leadership positions, including being the
Global Managing Partner of the Advisory Services Practice,
Healthcare Practice and the Government practice.  He subsequently
served as the CEO of Providence Service Corporation (revenue $1.5B)
and as the CEO of MV Transportation, one of the largest privately
held transportation companies.

Dr. Harlan D. Platt is a professor of Finance and Insurance at
Northeastern University. He is president of 911RISK, Inc., which
specializes in developing analytical models to predict corporate
distress.  He received a Ph.D. from the University of Michigan, and
holds a B.A. degree from Northwestern University.



                           *********


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

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

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