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

                          E U R O P E

          Wednesday, October 9, 2024, Vol. 25, No. 203

                           Headlines



A Z E R B A I J A N

INT'L BANK OF AZERBAIJAN: Fitch Hikes IDR to 'BB', Outlook Positive


F R A N C E

CASPER TOPCO: S&P Affirms 'B' ICR & Alters Outlook to Negative


I R E L A N D

ARBOUR CLO VI: S&P Assigns B-(sf) Rating on Class F-R Notes


I T A L Y

PIETRA NERA: Fitch Hikes Rating on Class E Notes to 'Bsf'
SAMMONTANA ITALIA: Fitch Gives First-Time 'B+' IDR, Outlook Stable


L U X E M B O U R G

AI CONVOY: Fitch Affirms & Then Withdraws 'B' LongTerm IDR
AI CONVOY: S&P Discontinues 'B-' LongTerm Issuer Credit Rating


N E T H E R L A N D S

MAXEDA DIY: Fitch Alters Outlook on 'B-' LongTerm IDR to Negative


P O L A N D

MLP GROUP: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable


S P A I N

AUTO ABS SPANISH 2024-1: Fitch Assigns 'B+' Rating on Class E Notes
MEDIAPRO: Fitch Affirms 'B' Issuer Default Rating, Outlook Stable
MINOR HOTELS: Moody's Raises CFR to Ba3 & Alters Outlook to Stable
TENDAM BRANDS: Moody's Ups CFR to Ba3 & Alters Outlook to Stable
THUNDER LOGISTICS 2024-1: Fitch Gives 'BB-(EXP)' Rating on E Notes



S W I T Z E R L A N D

GARRETT MOTION: Fitch Alters Outlook on 'BB-' IDR to Positive


T U R K E Y

PETKIM PETROKIMYA: Fitch Lowers LT Foreign Currency IDR to 'CCC+'
RONESANS HOLDING: Fitch Gives 'B+(EXP)' Rating on USD Unsec. Bond


U N I T E D   K I N G D O M

BELRON UK: Fitch Gives 'BB+(EXP)' Rating on Senior Secured Notes
MARTLET GROUP: FRP Advisory Named as Joint Administrators
OEG FINANCE: Fitch Rates EUR465MM Secured Notes Due 2029 'BB-'
POLYGLOBAL LTD: Booth & Co Named as Administrators
PURE GYM: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable

TOGETHER FINANCIAL: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable

                           - - - - -


===================
A Z E R B A I J A N
===================

INT'L BANK OF AZERBAIJAN: Fitch Hikes IDR to 'BB', Outlook Positive
-------------------------------------------------------------------
Fitch Ratings has upgraded OJSC International Bank of Azerbaijan's
(ABB) Long-Term (LT) Issuer Default Rating (IDR) to 'BB' from
'BB-'. The Outlook is Positive. Fitch has also upgraded the bank's
Viability Rating (VR) to 'bb' from 'bb-'.

The upgrade reflects its view that ABB's financial metrics remain
exceptionally strong in the local context, supported by the
improved operating environment. The Positive Outlook reflects
Fitch's expectations that the bank's loan growth will moderate in
the medium term, while its asset quality and profitability will
remain robust on a sustained basis.

Key Rating Drivers

ABB's 'BB' LT IDR is driven by its standalone profile, as captured
by its VR of 'bb'. The VR reflects the bank's strong domestic
franchise, solid balance-sheet structure and robust financial
metrics. These are counterbalanced by the bank's exposure to the
emerging and oil-dependent Azerbaijani economy.

Strengthened Banking Sector: Fitch has revised up its assessment of
the operating environment for Azerbaijani banks to 'bb-'/stable
from 'b+'/positive, underpinned by the increased financial
stability in a cyclical economy dependent on oil revenues. The
sector's financial profile has improved materially since 2017, as
confirmed by the reduced dollarisation levels and pressure on
capitalisation from legacy asset-quality risks. This was also
supported by the central bank's efforts to tighten regulatory
oversight and develop the local financial sector.

Strong Franchise; State Ownership: ABB is the largest bank in
Azerbaijan, making up 26% of sector assets and 23% of sector loans
at end-1H24. This results in the bank's strong domestic franchise
and considerable pricing power. ABB is 92% state-owned.

Robust Asset Structure: ABB's loan book made up a moderate 41% of
total assets at end-1H24, with the equal contributions from retail
and corporate segments. In retail segment, the bank focuses on
mortgages and unsecured cash loans, while the corporate portfolio
comprises largely exposures to well-established enterprises.
Non-loan assets (40%) were mostly liquid and of at least 'BBB-'
credit quality. This balance-sheet structure translates into
resilient asset quality and profitability, as well as into solid
capital and liquidity buffers.

Stable Loan Quality: ABB's impaired loans (Stage 3 loans under IFRS
9) were stable at 3.4% of gross loans at end-1H24 (end-2023: 3.3%)
and were fully covered by total loan loss allowances on the same
date. Stage 2 loans added another 1.1% of gross loans at end-1H24.
Fitch believes the largest corporate exposures are adequately
classified and provisioned. Fitch expects the impaired loans ratio
to remain below 5% in 2024, although recent growth in the retail
portfolio may result in a higher cost of risk, due to portfolio
seasoning.

Superior Profitability: The annualised net interest income rose to
6.1% of average earning assets (including cash and cash
equivalents) in 1H24 (2023: 5.3%), supported by loan growth.
Coupled with good operating efficiency, this led to a strong
pre-impairment profit covering 10% of average gross loans, while
credit losses were limited. As a result, ABB's operating
profit/risk-weighted assets (RWA) ratio remained high at 6.7% in
1H24 (2023: 7.3%). Fitch expects the bank's operating profitability
to moderate in the medium term, but remain strong.

Solid Capital Buffer: ABB's Fitch Core Capital (FCC) ratio fell to
27% at end-1H24 (end-2023: 30%), owing to 12% RWA growth and
dividend payments (49% of 2023 net income). Fitch expects ABB's FCC
ratio to stabilise at a still high 25% in the medium term, after
fast loan growth (Fitch projects 30% in 2024 and 20% in 2025) and
considerable dividend pay-outs.

Concentrated Funding, Ample Liquidity: The bank is mostly
deposit-funded (end-1H24: 82% of total liabilities). Single-name
deposit concentration is high, with an outsized contribution from
state-owned corporates (end-1H24: 56% of total deposits), but Fitch
views these depositors as stable and core. ABB's liquidity buffer
is substantial in both local and foreign currencies, as reflected
by a gross loans/customer deposits ratio of 62% at end-1H24.

Rating Sensitivities

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

Fitch could revise the Outlook on ABB's LT IDR to Stable from
Positive, if either of the following occurred:

- An erosion of capital and liquidity buffers, affected by the
combination of rapid asset growth and large dividend pay-outs;

- A material loan quality deterioration, stemming from aggressive
loan growth, and a notable moderation in the bank's profitability,
resulting from substantial loan impairment charges.

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

An upgrade of ABB's VR and LT IDR would require a sustained record
of reasonable loan quality and strong profitability, amid moderate
loan growth and a stable Azerbaijani economic environment.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

ABB's Government Support Rating (GSR) of 'no support' reflects that
the support from the government of Azerbaijan cannot be relied
upon. This captures a mixed and patchy record of state support
provided to ABB in the past.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

An upgrade of the bank's GSR would be contingent on a positive
change in Azerbaijan's propensity to support domestic
systemically-important banks, if this was evidenced by a consistent
record of state support.

VR ADJUSTMENTS

The earnings and profitability score of 'bb' is below the 'bbb'
category implied score because of the following adjustment reason:
revenue diversification (negative).

The capitalisation and leverage score of 'bb+' is below the 'bbb'
category implied score because of the following adjustment reason:
risk profile and business model (negative).

The funding and liquidity score of 'bb+' is below the 'bbb'
category implied score because of the following adjustment reason:
historical and future metrics (negative).

ESG Considerations

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

   Entity/Debt                         Rating           Prior
   -----------                         ------           -----
OJSC International
Bank of Azerbaijan   LT IDR             BB  Upgrade     BB-
                     ST IDR             B   Affirmed    B
                     Viability          bb  Upgrade     bb-
                     Government Support ns  Affirmed    ns




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F R A N C E
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CASPER TOPCO: S&P Affirms 'B' ICR & Alters Outlook to Negative
--------------------------------------------------------------
S&P Global Ratings revised its outlook on Casper Topco (B&B
Hotels), B&B Hotels' parent, to negative from stable and affirmed
the ratings on the group and its term loan B (TLB) pro forma the
transaction at 'B'.

The negative outlook reflects a one-in-three likelihood of a
downgrade if a deterioration in consumption patterns or any
missteps integrating the newly acquired hotels caused S&P Global
Ratings-adjusted debt to EBITDA to remain above 6.5x over the next
12-18 months or if prolonged negative free operating cash flow
after leases compromise the company's liquidity position.

The add-on materially releverages B&B Hotels and represents a
departure from the leverage tolerance that has supported the
group's creditworthiness at 'B'. S&P said, "S&P Global
Ratings-adjusted leverage will increase to 6.9x at the end of 2024,
proforma the transaction, compared to our previous expectation of
6.1x for the same date. We note that the additional debt and the
amount of dividend paid will exhaust the capacity under the senior
facilities agreement's permitted indebtedness and permitted
payments covenants. In our view, the transaction represents a
significant deviation from our previous understanding of the
group's financial policy."

B&B Hotels' asset-heavy business model leaves no headroom for
operational missteps. S&P considers the business model of the
company to be asset-heavy, as it characterized by high fixed
charges, such as fixed lease payments and committed capital
expenditure (capex) for the new openings outlined in the group's
strategy. The significant amount of additional debt in the group's
capital structure increases the fixed charges burden of the group,
leaving no headroom under the existing loan documentation to
accommodate any deterioration of the operating performance with
external financing, if needed.

B&B Hotels has a strong track record of successfully integrating
new openings, so the related additional EBITDA generated should
support deleveraging over the next 12-18 months. In the first eight
months of 2024, B&B Hotels reported revenue of EUR907 million,
about 16% above the same period in 2023. This was supported by the
growth of both average daily rate (ADR) and occupancy rates over
the past year. The growth in ADRs reflects not only the company's
ability to pass to consumers some inflationary pressures, but also
the changed mix of establishments from the over 200 hotels the
company added since 2021, which are located in more attractive
locations such as city centers, business centers or touristic spots
that benefits from higher ADRs. S&P said, "We think that the 57
hotels opened in the first nine months of 2024, plus the additional
ones the group expects to add by year-end, will contribute about
EUR20 million to EBITDA over an 18-month ramp-up period.
Consequently, we expect S&P Global Rating-adjusted debt to EBITDA
to decline below 6.5x by the end of 2025, restoring an adequate
headroom under the current rating level."

A strong business position, thanks to an efficient operating model,
an ambitious but well-executed investment plan, and fair geographic
diversification continue to underpin the current rating. B&B has
gained significant market shares across its countries of
operations, pointing to a business model and a value proposition
that resonate with customers. S&P said, "The gain in market share
stems mostly from the very fast expansion in number of hotels
operated, but we note that the organic performance of acquired
hotels also compares favorably with that of peers. This sound
performance originates from a strong focus on key locations and on
the mandate-management system that allows both for cost
efficiencies and alignment of interest between B&B Hotels and hotel
managers. That translates to a clear value proposition for
customers at an affordable price point, thus helping to create a
strong, reliable brand image. Finally, although the company is
exposed to macroeconomic and event risks, we think its geographic
diversification creates a modest buffer."

The negative outlook reflects S&P's view that the proposed TLB
add-on, that leads to an increase in the S&P Global
Ratings-adjusted debt-to-EBITDA ratio to about 6.9x in 2024,
signals a more aggressive financial policy by B&B Hotels'
shareholders, materially releveraging B&B Hotels and lowering the
company's headroom to accommodate any material weakening of the
operating performance.

That said, S&P's also expect B&B Hotels to successfully integrate
newly opened and acquired hotels, thereby facilitating revenue and
EBITDA expansions over the next 12-18 months. In that regard, S&P
Global Ratings-adjusted leverage could decrease to below 6.5x and
FOCF after leases could improve in 2025.

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

-- The group's operating performance weakened below our base due
to operational missteps such as failure to integrate new hotels, or
a deterioration in consumption patterns, leading S&P Global
Ratings-adjusted debt to EBITDA remaining above 6.5x over the next
12-18 months;

-- FOCF after leases remains negative for a prolonged period and
this weakened the group's liquidity position; or

-- The current shareholders increased financial leverage further
to accommodate more generous shareholder returns.

S&P said, "We could revisit the outlook to stable over the next 12
months if the ramp-up of new openings, combined with positive
market dynamics, progresses in line with our expectations. This
could mean that adjusted debt to EBITDA swiftly recovers to below
6.5x and FOCF after leases improves, restoring sufficient headroom
under the current rating."




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I R E L A N D
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ARBOUR CLO VI: S&P Assigns B-(sf) Rating on Class F-R Notes
-----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Arbour CLO VI
DAC's class X, A-R, B-R, C-R, D-R, E-R, and F-R notes. The issuer
had also issued EUR41.10 million of subordinated notes and class M
notes on the original closing date.

This transaction is a reset of the already existing transaction.
The existing classes of rated notes will be fully redeemed with the
proceeds from the issuance of the replacement notes on the reset
date.

Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.

The portfolio's reinvestment period will end on Nov. 14, 2026.

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

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,763.73

  S&P Global Ratings' weighted-average rating factor
  with defaulted assets                                 2,837.82

  Default rate dispersion                                 666.85

  Weighted-average life (years)                             4.08

  Obligor diversity measure                               137.04

  Industry diversity measure                               22.64

  Regional diversity measure                                1.24

  Transaction key metrics

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

  'CCC' category rated assets (%)                           2.92

  Target 'AAA' weighted-average recovery (%)               36.21

  Target weighted-average spread (%)                        3.90

  Target weighted-average coupon (%)                        4.32

Rating rationale

Under the transaction documents, the rated notes pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end 2.11 years after closing.

The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, S&P 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 EUR450 million
expected portfolio size, the covenanted weighted-average spread of
3.90%, the covenanted weighted-average coupon of 4.15%, and the
target rating-specific recovery rates minus 1% for the 'AAA' rating
level and the target rating-specific recovery rate for 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 consider
the transaction's exposure to country risk is sufficiently
mitigated at the assigned ratings.

"Until the end of the reinvestment period on Nov. 14, 2026, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria at the time of assigning
final ratings.

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

"For the class F-R notes, our credit and cash flow analysis
indicates that the available credit enhancement could withstand
stresses commensurate with a lower rating than that assigned.
However, we have applied our 'CCC' rating criteria, resulting in a
'B- (sf)' rating on this class of notes."

The ratings uplift for the class F-R notes reflects several key
factors, including:

-- The class F-R notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that have
recently been issued in Europe.

-- The portfolio's average credit quality, which is similar to
other recent CLOs.

-- S&P's model generated break-even default rate at the 'B-'
rating level of 17.24% (for a portfolio with a weighted-average
life of 4.07 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 4.07 years, which would result
in a target default rate of 12.62%.

-- S&P does not believe that there is a one-in-two chance of this
tranche defaulting.

-- S&P does not envision this tranche defaulting in the next 12-18
months.

Following this analysis, S&P considers that the available credit
enhancement for the class F notes is commensurate with the assigned
'B- (sf)' rating.

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

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to E-R notes could withstand
stresses commensurate with higher ratings than those we have
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we have capped our ratings on the notes.

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

"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: the development, production, marketing, maintenance,
trade, or stock-piling of weapons of mass destruction, including
radiological, nuclear, biological, and chemical weapons, tobacco,
anti-personnel land mines, cluster munitions, pornography,
prostitution, thermal coal mining, and oil sands. 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
                   AMOUNT     CREDIT
  CLASS  RATING*  (MIL. EUR)  ENHANCEMENT (%)  INTEREST RATE§

  X      AAA (sf)      2.00      N/A        3M EURIBOR + 0.75%

  A-R    AAA (sf)    279.00      38.00      3M EURIBOR + 1.15%

  B-R    AA (sf)      47.30      27.49      3M EURIBOR + 1.90%

  C-R    A (sf)       27.00      21.49      3M EURIBOR + 2.45%

  D-R    BBB- (sf)    31.50      14.49      3M EURIBOR + 3.20%

  E-R    BB- (sf)     20.20      10.00      3M EURIBOR + 6.01%

  F-R    B- (sf)      15.80      6.49       3M EURIBOR + 8.45%

  M      NR           0.25       N/A        N/A

  Sub.   NR           40.85      N/A        N/A

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

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




=========
I T A L Y
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PIETRA NERA: Fitch Hikes Rating on Class E Notes to 'Bsf'
---------------------------------------------------------
Fitch Ratings has upgraded PIETRA NERA UNO S.R.L.'s class A, B, C,
D and E notes and removed them from Rating Watch Positive.

   Entity/Debt               Rating          Prior
   -----------               ------          -----
PIETRA NERA UNO S.R.L.

   A IT0005324402        LT  A-sf   Upgrade   BBBsf
   B IT0005324410        LT  BBB-sf Upgrade   BB-sf
   C IT0005324428        LT  BB+sf  Upgrade   Bsf
   D IT0005324436        LT  BB-sf  Upgrade   CCCsf
   E IT0005324444        LT  Bsf    Upgrade   CCCsf

The upgrades follow the completion of two consent solicitation
processes. The first, completed on 30 April 2024, resulted in the
approval of the following amendments:

- Postponement of the fully extended loan maturities to May 2027
from May 2024, alongside renewed two-year hedging at a strike rate
of 3.92% (with an obligation to procure additional hedging for the
third year);

- Partial repayment of the loans by EUR15.8 million for Fashion
District, EUR13.5 million for Palermo Loan and EUR4.9 million for
Valdichiana, with amounts distributed to the notes pro rata;

- All property disposal proceeds from the Fashion District loan to
be applied towards the repayment of that loan;

- Reserve and cash trap established;

- An increase in each loan's interest rate (additional loan
interest) of an amount that corresponds to an additional 1% on the
class A to E notes (revenue excess amount), albeit subordinated to
the payment of scheduled amortisation and final repayment on each
loan. Corresponding (unrated) revenue excess amounts for
noteholders are to be distributed in the note revenue priority of
payments, subordinated to note coupons.

The second amendment, following a separate vote on 21 June 2024,
extended the legal final maturity of the notes to 15 May 2034,
increasing the tail period to seven years.

Transaction Summary

The transaction is a securitisation of three commercial mortgage
loans totalling EUR346.1 million (initially EUR403.8 million) to
Italian borrowers sponsored by Blackstone funds. The loans are all
variable-rate (with variable margins) and secured on four Italian
retail properties - a Sicilian shopping centre (Palermo loan) and
three fashion retail outlet villages (two for the Fashion District
loan and another for the Valdichiana loan).

KEY RATING DRIVERS

Deleveraging Drives Upgrades: The borrower's partial repayment and
amortisation of EUR37 million has materially reduced leverage
across the three loans and driven the upgrades. The weighted
average (WA) loan-to-value ratio had decreased to 72.3% from 78.6%,
while the WA debt yield had risen to 13.8% from 11.0%, as per the
latest interest payment date in August 2024 compared with February
2024, immediately before the amendments took effect. Following the
amendments, net rent, after deducting operating expenses, capital
expenditures, and interest (including additional loan interest), is
now trapped in the structure.

The sponsor has also provided an equity contribution to each cash
trap account, creating an expense and debt service reserve of
EUR7.5 million (EUR5.2 million for Fashion District, EUR0.1 million
for Valdichiana, and EUR2.3 million for Palermo).

Prepayment Risk: With pro rata principal pay remaining in operation
for a potentially longer period (i.e. another three years), there
is more scope for selective repayment of one or more of the loans
ahead of maturity, which constrains the notes' ratings.

RATING SENSITIVITIES

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

Reductions in occupational demand, which leads to lower rents or
higher vacancy in the portfolio

The change in model output that would apply with 1pp cap rate
increase is as follows:

'BBBsf' / 'BBsf' / 'BBsf' / 'Bsf' / 'CCCsf'

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

Sustainable improvement in portfolio performance led by rent
increases and decline in vacancy, coupled with stable market
conditions

The change in model output that would apply with 1pp cap rate
decrease is as follows:

'Asf' / 'BBB+sf' / 'BBBsf' / 'BB+sf' / 'BB-sf'

Key property assumptions (weighted by market value)

Depreciation: 10%

Applied estimated rental value: EUR50.2 million

'Bsf' WA cap rate: 8.4%

'Bsf' WA structural vacancy: 13.9%

'Bsf' WA rental value decline: 11.8%

'BBsf' WA cap rate: 8.5%

'BBsf' WA structural vacancy: 14.9%

'BBsf' WA rental value decline: 17.67%

'BBBsf' WA cap rate: 8.75%

'BBBsf' WA structural vacancy: 16.3%

'BBBsf' WA rental value decline: 23.5%

'Asf' WA cap rate: 8.9%

'Asf' WA structural vacancy: 17.8%

'Asf' WA rental value decline: 29.3%

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

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

DATA ADEQUACY

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

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

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

ESG Considerations

PIETRA NERA UNO S.R.L. has an ESG Relevance Score of '4' for Rule
of Law, Institutional and Regulatory Quality due to due to
uncertainty of the enforcement process}, which has a negative
impact on the credit profile, and is relevant to the rating[s] in
conjunction with other factors.

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

SAMMONTANA ITALIA: Fitch Gives First-Time 'B+' IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned Sammontana Italia SpA (SI) a first-time
Long-Term Issuer Default Rating (IDR) of 'B+'. The Outlook is
Stable. Fitch has also assigned an expected senior secured rating
of 'BB-(EXP)' to the prospective EUR800 million seven-year floating
rate notes the company plans to launch.

The rating reflects the strong business profile of newly-created
SI, resulting from the merger between Sammontana SpA (Sammontana)
and Forno d'Asolo SpA (FdA), including its expectation of top line
and cost synergies, the prospect of sustained positive free cash
flow (FCF), as well as relatively moderate initial leverage for a
private-equity sponsored transaction.

These aspects are balanced by a strategy that does not rule out
maintaining a proactive approach to consolidation in the industry,
which may constrain de-leveraging over the rating horizon. However,
Fitch expects the company's business profile to strengthen and
sustain gross leverage around the 5.0x-5.5x at the assigned
rating.

The strength of the business stems from favourable industry trends
and the two companies' record of good growth, meaning Fitch views
positively SI's ability to maintain a mid-single digit rate of
annual growth. Fitch expects good cash flow generation could fuel
bolt-on M&A activity in the European and US frozen foods sector and
view integration risks as manageable.

Key Rating Drivers

Creation of Italian Market Leader: The transaction brings together
two leaders in Italy, with strong routes to market in complimentary
food categories utilising cold storage and distribution chains. The
new company has a leading market share in the Italian non-bread
frozen bakery products market, as well as critical mass and
positions in a broad range of frozen categories distributed mainly
to bars, hotels and restaurants. Products include ice cream, frozen
patisserie and savoury pastry. The company also has a good portion
of sales in the modern trade channel. However, the current
concentration in Italy constrains the rating.

Ambitious and Diverse Synergies: The company plans to use the
complimentary product portfolios and routes to market of the two
merged entities to deliver cost synergies in procurement, in
distribution and by reallocating manufacturing across its
respective footprint. Fitch views these as customary and tested
actions for this type of transaction. Nonetheless, Fitch views
management's target cost synergies together with benefits from
cross-selling as ambitious and have consequently assumed these to
be more limited. Overall, Ftch assesses execution risks as
moderate. Fitch expects its assessment to improve once the
integration and planned cost synergies have largely been
completed.

Opportunities to Expand Abroad: As part of its strategy, the merged
company intends to leverage on FdA's current small presence in the
US, France and German-speaking European countries (DACH) and on
favourable demand trends. It envisages doubling its sales outside
Italy by 2028 and reaching 25% of total sales from the current
EUR150 million (mostly from FdA).

Sammontana currently has a very small presence abroad but may
benefit from cross-selling and from consumers' attitude towards
Italian gelato. Fitch believes these projects may have good scope
for success but have assumed a more limited pace of growth in its
rating case. This reflects the highly competitive market
environment and intrinsically higher execution risks associated
with expansion outside the home market.

Favourable Trends; Saturation Risks: The companies have benefited
from a trend of labour cost containment in
hotel/restaurant/catering, which has led to increasing penetration
of frozen bakery products. These have the benefit of significantly
reducing manual and man-controlled work in bakery product
production. Small bars are widespread in Italy, providing a range
of food and drinks for most meal occasions across the day and
represent SI's main client base. However, penetration of frozen
pastry has now reached around 60% in the larger sweet category and
the smaller, savoury segment.

Fitch expects growth to moderate, but the combination of organic
volume growth in Italy and expansion outside the country,
complemented by a modest and lower than 2019-2023 price mix
benefit, should enable SI to deliver an annual rate of revenue
growth at least in the mid to high single digits over 2025-2028.

Moderately Resilient Profit Performance: Over 2020-2022, FdA and
Sammontana suffered a contraction of revenues and consequently
profits, given their high exposure to the out-of-home consumption
channel. As a defensive move, Sammontana launched more products in
the food retail channel, helping it offset a small part of the
revenue decline. After out-of-home demand recovered in 2023, cost
inflation led to new challenges, which Sammontana managed to
overcome by more than proportionately passing on costs and
achieving a good upwards rebase of profits. FdA strongly benefited
from continued volume growth.

Good Post-Merger Profits: Overall, Fitch estimates combined
Fitch-adjusted EBITDA at end-2024 close to EUR140 million, strongly
up from EUR113 million in 2019, pro-forma for Bindi, which was
acquired in 2020. Fitch calculates an EBITDA margin of close to 16%
at end-2023, when accounting for assets planned for disposal in
2025 due to anti-trust requirements (EUR74 million of sales,
generating EUR7 million EBITDA). This profitability is consistent
with the mid to high end of European packaged food companies.

Good Cash Flow Generation: The 'B+' IDR is supported by its
estimated initially modest, but gradually expanding, sustained
positive FCF. Fitch projects annual FCF of EUR15 million-EUR20
million in 2024-2025, which should grow to EUR90 million-EUR100
million in 2027-2028. This will be driven by SI's strong EBITDA
margin and despite elevated planned capex disbursements of around
EUR50 million a year over 2024-2026, moderating towards EUR40
million thereafter.

Industry Consolidation; M&A Platform: M&A has been part of the
strategy pursued by FdA, which comes from private equity ownership
and whose CEO will lead the combined group. Fitch understands that
SI's growth strategy targets organic growth and acquisitions of
small sector peers and some distributors in Italy, the US or
Europe. Aside from proceeds from the divestment of Lizzi, which
Fitch assume could take place by end-2024, its projections assume
bolt-on M&A of EUR25 million-EUR40 million funded from annual FCF
over 2026-2028.

Potentially Conservative Financial Policy: Divestment proceeds and
FCF provide good scope for leverage reduction to below 4.0x by 2027
without the need to raise more debt. However, attractive sector
prospects and a fragmented industry landscape, means Fitch does not
rule out more aggressive M&A after the integration of Sammontana
and FdA. The 'B+' IDR is contingent on SI maintaining EBITDA gross
leverage under 5.5x. Inability to deleverage from initially
elevated 6.0x in 2024 combined with larger debt-funded M&A
potentially increasing execution risks, would put pressure on SI's
ratings.

Derivation Summary

Fitch rates EMEA-based packaged foods companies La Doria, Platform
Bidco Limited (Valeo Foods) and Sigma Holdco BV (Upfield) in the
'B' rating category.

La Doria (B/Positive) has similar scale to SI but in its view, a
weaker business profile due to its narrower product offering,
weaker brand awareness and higher customer concentration, arising
from its focus on the private label space. Its profits are also
more exposed to volatility of input prices than SI. These aspects
are partly compensated by La Doria's more conservative capital
structure.

Fitch views Platform BidCo Limited (Valeo Foods) (B-/Stable) as
having a comparable business profile, with benefits from a larger
scale and wider diversification compensating its weaker operating
profitability and cash generation. The two-notch differential with
SI mostly reflects Valeo Foods' much higher leverage, which Fitch
projects at 9.7x in the year ending March 2025.

Global margarine and plant-based spreads producer Sigma HoldCo BV
(Upfield) (B/Stable) has materially larger scale, greater
geographic diversification and higher margins, due to its strong
brand portfolio and different cost base. Upfield's product range is
mainly focused on a single offering that is experiencing secular
decline, but its strong FCF generation allows higher debt capacity.
However, the higher leverage than SI is reflected in a one-notch
differential.

Nomad Foods Limited's (BB/Stable) two-notch differential with SI
reflects the former's strength in branded and private-label frozen
food and more diverse portfolio of categories and geographies of
operation, as well as larger overall scale, determining a stronger
business profile. Combined with Nomad's higher cash generation,
this justifies larger debt capacity. Nomad's rating also reflects
its lower gross leverage of around 4.5x.

Compared with French frozen food retailer Picard BondCo (B/Stable),
SI has moderately smaller scale than EUR1.8 billion revenues and
EUR216 million EBITDA in FY24, but materially lower opening and
projected leverage than Picard's 6.3x-6.5x expected for FY25-FY26.
Both companies remain heavily reliant on their home markets, where
they are market leaders

Key Assumptions

- Revenue to decline by 4.3% in 2024 due to carve-out of assets to
be disposed; followed by mid to high single digit organic growth
and bolt-on M&A

- EBITDA margin at around 16% in 2024, growing toward 18% by
end-2027

- Annual capex of around EUR50 million in 2024-2026 before
normalising at around EUR40 million thereafter

- Mild absorption of cash (around 1% of sales annually on average)
from trade working capital movements

- FCF margins in the low single digits over 2024-2026 before
stepping up to high single digits from 2027

- Total aggregate bolt on spending of EUR160 million over 2025-2028
largely covered with internally-generated cash flow

Recovery Analysis

Its recovery analysis assumes that SI will be considered a going
concern (GC) in bankruptcy, and that it would be reorganised rather
than liquidated. This is because most of its value lies within its
established brand portfolio, as well as client relationships and
production and logistic capabilities. Fitch assumes a 10%
administrative claim.

Fitch assesses GC EBITDA at EUR120 million, which includes the
ongoing four acquisitions and represents a hypothetical distress
EBITDA, at which level the group would have to undergo a debt
restructuring due to an unsustainable capital structure. The GC
EBITDA assumes undertaking corrective measures and the
restructuring of its capital structure in order for the company to
be able to remain a GC. A financial distress leading to a debt
restructuring may be driven by SI losing part of its key retailer
base, disruption in the Italian operations or having issues with
the post-merger integration.

Fitch applies a recovery multiple of 5.5x, at about the mid-point
of its multiple distribution in EMEA and in line with sector peers.
This generates a ranked recovery in the 'RR3' band. This results in
a 'BB-' instrument rating with a waterfall-generated output
percentage of 57% on current metrics and assumptions for the
prospect EUR800 million senior secured notes. Its estimates of
creditor claims include a fully drawn EUR140 million super-senior
revolving credit facility (RCF) ranking ahead of EUR800 million
senior secured notes.

RATING SENSITIVITIES

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

Fitch does not envisage an upgrade to the 'BB' rating category in
the near future. Any positive rating action would be subject to:

- Achievement of wider scale and diversification, measured in terms
of EBITDA reaching EUR300 million and contribution of non-Italian
markets to EBITDA growing to at least one quarter

- EBITDA gross leverage dropping below 4.5x, thanks to organic
growth, integration of bolt-on targets or gross debt prepayment and
EBITDA interest coverage above 3.5x

- Evidence of EBITDA margin expanding sustainably to 18% or above,
sustaining FCF at mid-single digits

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

- EBITDA margin below 15% and neutral to positive FCF generation

- EBITDA gross leverage remaining above 5.5x, due to slower pace of
delivery of organic growth strategy or debt-funded acquisitions

- Reducing liquidity headroom as a result of higher than
anticipated working capital seasonality and M&A disbursements

Liquidity and Debt Structure

Comfortable Liquidity: Fitch estimates SI's freely available cash
balance at around EUR90 million at end-2024 after completion of
refinancing, with the issuance of notes and considering its
adjustment to restrict EUR50 million of cash for daily operational
purposes, including intra-year business seasonality. This liquidity
is complemented by the almost full availability of a committed RCF
of EUR140 million (EUR20 million drawn) with no significant debt
maturing before 2031.

Issuer Profile

SI is a new Italy-based company with 2023 pro-forma continuing
revenues of EUR870 million and Fitch adjusted EBITDA of EUR139
million, resulting from the merger of Sammontana with FdA
manufacturing and distributing ice creams and frozen sweet and
savoury pastries and patisserie.

Date of Relevant Committee

September 25, 2024

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt             Rating                   Recovery   
   -----------             ------                   --------   
Sammontana Italia
S.p.A.               LT IDR B+      New Rating

   senior secured    LT     BB-(EXP)Expected Rating   RR3




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

AI CONVOY: Fitch Affirms & Then Withdraws 'B' LongTerm IDR
----------------------------------------------------------
Fitch Ratings has affirmed AI Convoy (Luxembourg) S.a r.l.'s
(Convoy) Long-Term Issuer Default Rating (IDR) at 'B' with a Stable
Outlook and simultaneously withdrawn the rating.

The affirmation reflects the company's diminishing scale following
recently completed asset disposals and weak free cash flow (FCF)
generation. This is offset by a stronger financial structure after
all outstanding loans have been repaid from the disposal proceeds.

Fitch has chosen to withdraw the rating of Convoy for commercial
reasons. Accordingly, Fitch will no longer provide ratings or
analytical coverage for Convoy.

Key Rating Drivers

Early Debt Repayment: The rating and Outlook reflect the allocation
of about USD1.1 billion proceeds of Convoy's aerospace
communications business sale received in April 2024 and CAES
disposal proceeds of about USD1.9 billion received in August 2024.
The proceeds were applied towards debt repayment, resulting in
negligible outstanding debt for Convoy. This has sharply improved
key leverage metrics, leading to a financial profile that is strong
for the rating.

Diminishing Scale Constrains Rating: Convoy's significantly weaker
market position (smaller size), diversification and revenue
visibility post-disposals significantly increases its business
risks in its view, this is however offset by the stronger financial
structure.

Derivation Summary

Convoy displays a cash flow profile similar to that of other
technology industrial companies such as The NORDAM Group LLC
(B-/Stable), Sensata Technologies or aerospace and defence
contractors such as MTU Aero Engines AG (BBB/Stable) with broadly
positive FCF through the industry cycle.

A key differentiating rating factor is Convoy's post-disposal small
scale and limited business profile versus that of market peers such
as Leonardo S.p.A. (BBB-/Stable). Its soft profitability remains in
line with that of peers such as Nordam, Leornardo and Aernnova, but
is weaker than Hensoldt AG's and MTU's.

The business profiles of these names are varied and do not serve as
key rating differentiating issues, but are often characterised by
the same positive factors such as good positions in niche markets,
strong relationships with customers and moderate diversification.

Key Assumptions

Not applicable as the rating has been withdrawn.

Recovery Analysis

The recovery analysis is not applicable as the instruments have
been repaid with their ratings withdrawn.

RATING SENSITIVITIES

Not applicable as the rating has been withdrawn.

Liquidity and Debt Structure

Solid Liquidity: Fitch views Convoy's liquidity as solid.

Issuer Profile

Convoy is the holding company of Cobham plc after it was bought by
private-equity firm Advent in 2020. Cobham is a global technology
and services provider.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt                Rating           Prior
   -----------                ------           -----
AI Convoy (Luxembourg)
S.a r.l.                LT IDR B   Affirmed    B
                        LT IDR WD  Withdrawn   B


AI CONVOY: S&P Discontinues 'B-' LongTerm Issuer Credit Rating
--------------------------------------------------------------
S&P Global Ratings discontinued its 'B-' long-term issuer credit
rating on AI Convoy (Luxembourg) S.a.r.l. (Cobham Ltd.) and its
'B-' issue rating on Cobham's senior secured debt.  At the time of
the discontinuance, the issuer credit rating was on a stable
outlook, as S&P expects Cobham's remaining businesses to expand and
credit metrics to improve in 2024.

S&P discontinued the ratings after Cobham repaid all its
outstanding debt following the completion of the sale of its Cobham
Advanced Electronics Solutions business.




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

MAXEDA DIY: Fitch Alters Outlook on 'B-' LongTerm IDR to Negative
-----------------------------------------------------------------
Fitch Ratings has revised the Outlook on Maxeda DIY Holding B.V.'s
Long-Term Issuer Default Rating (IDR) to Negative from Stable and
affirmed the IDR at 'B-'. Fitch has affirmed the senior secured
notes at 'B' with a Recovery Rating 'RR3'.

The revision of the Outlook reflects Fitch's expectation that
Maxeda's leverage will remain high over FY25-FY27 (financial year
ending January), given recent trading underperformance and slow
recovery prospects. Uncertainties around weather-related sales and
the pick-up in consumer demand weigh on revenue growth, which is
likely to translate into stagnating earnings despite cost-saving
initiatives.

Fitch does not expect credit metrics to be weaker than its
downgrade sensitivities, but believe high leverage will limit
Maxeda's options for refinancing its senior secured debt and new
terms are likely to include a higher interest burden. This will
further constrain the company's ability to generate positive free
cash flow (FCF).

Key Rating Drivers

Persistent Trading Underperformance: Fitch expects FY25 revenue to
decline by 1.6%, affected by weak weather-related sales and lower
footfall in stores also affecting non-weather-related sales. This
follows a decline in revenue of 3.7% in FY24. Fitch expects FY25
Fitch-adjusted EBITDA to remain broadly stable from FY24 at EUR71
million, due to cost-saving initiatives and lower exceptional costs
from non-profitable store closures.

Restrained Scope for Demand Recovery: Fitch assumes limited
recovery in revenue and EBITDA growth in FY26, given the
uncertainties around weather-related sales and overall consumer
confidence pick-up. Typically, spending on home improvement would
have scope to benefit from the currently subdued real estate
market, particularly in Belgium, where transactions for new home
changes remain thin. However, Fitch believes that the high
investments that households carried out during the pandemic may
delay decisions to resume spending on homes.

High Leverage Ahead of Refinancing: Fitch expects limited
deleveraging prospects, given the stagnating level of earnings,
with EBITDAR gross leverage at 7.4x and 7.3x at the end of FY25 and
FY26, respectively. These levels remain commensurate with Maxeda's
'B-' IDR, but they are likely to weigh on the refinancing prospects
of the current revolving credit facility (RCF) and bonds due in
April and October 2026, respectively.

Margin Safeguarding: Despite the challenging market environment,
Fitch expects Maxeda to be able to protect its EBITDA margin. This
will be achieved by lower discounting activities and the
introduction of price increases that have more than offset raw
materials inflation, positively impacting the gross margin. Fitch
also expects tight store staff cost control, lower energy costs and
moderate rent increases to result in a slight recovery of the
EBITDA margin to 5.0% in FY25 and FY26 compared with 4.8% in FY24.
This compares unfavourably with the company's pre-pandemic level of
6.5%.

Neutral to Positive FCF: Fitch projects that Maxeda will remain FCF
neutral before refinancing, and slightly positive when accounting
for cash received from sublease payments, despite its assumption of
EBITDA stagnation in FY25 and limited recovery thereafter. This is
largely due to recent measures of inventory-related optimisation,
the favourable cost of debt under the current debt structure and a
cash preservation attitude to capex, which is being restrained,
ahead of the refinancing.

As a result, Fitch expects Maxeda's cash balances to remain
satisfactory over the next two years but the funding of its working
capital to continue to part rely on the RCF for its intra-year
seasonal peak requirements.

Benelux Market Leader: The rating considers Maxeda's leading
position in the DIY markets in Belgium and the Netherlands, with
fairly stable market shares of 45% and 22%, respectively, at
end-July 2024. The company has 336 stores, 130 of which are
franchisee-operated, in prime retail locations, and strong brand
awareness, creating a barrier to entry for new competitors. The two
markets have a record of rational competition, which mitigates
risks on profit sustainability at this trough level.

Limited Online Presence: Maxeda has invested in omni-channel
capabilities in recent years, notably through the creation of a
dedicated distribution centre and the development of a marketplace.
However, Fitch assumes that online sales growth will remain fairly
limited relative to the overall business. Fitch does not consider
this a competitive weakness as online penetration in the DIY market
tends to be low, due to its technical complexity, logistics and
consumer reliance on in-store advice.

Satisfactory Format Diversification: The company focuses on two
countries but benefits from some diversification due to its three
store formats (city stores, medium box and big box) operated
through three brands (Praxis in the Netherlands, and Brico and
BricoPlanit in Belgium). These stores offer a wide product range,
including private labels (about a quarter of sales).

Derivation Summary

Kingfisher is Maxeda's closest peer as it also specialises in DIY
retail. It is the largest DIY group in the UK and the
second-largest in France behind Groupe Adeo, which operates Leroy
Merlin. Kingfisher's business profile is stronger than Maxeda's as
its sales are almost 10 times larger, leading to benefits from
scale. It is also more diversified by geography, brand and store
formats, which provides some competitive advantages, underpinning
its 'BBB' rating. Maxeda's leverage is materially higher than
Kingfisher's at about 2.5x, which also contributes to the wide
rating differential.

Maxeda compares well in terms of market concentration and position
and exposure to home-improvement related spending, with Mobilux
Group SCA (B+/Stable), a French furniture and decoration retailer.
Both companies have leading positions in their markets of
operations and comparably limited geographic diversification. After
the recent combination with Conforama, Mobilux Group SCA became
larger in size and improved its market position. Maxeda is even
smaller and has around breakeven FCF margin, while Fitch expects
Mobilux's combined FCF margin to remain positive in the low single
digits. Together with Maxeda's materially higher leverage, these
aspects justify the two-notch rating differential.

Key Assumptions

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

- Sales to decline 1.6% in FY25, with a mild growth around 1.5% per
year in FY26-29.

- Stable store portfolio without changes between own-operated and
franchise-operated stores.

- Fitch-adjusted EBITDA margin to be around 5.0% in FY25, gradually
increasing to 5.5% to FY29.

- Capex at around EUR30 million a year in FY25-FY26, increasing
towards EUR40 million in FY27-FY29.

- Neutral working-capital position over FY25-FY29.

- Refinancing of debt in FY26 ahead of maturity.

- No stock repurchases, dividends or M&A through to FY29.

Recovery Analysis

Fitch assumes that Maxeda would be reorganised as a going-concern
(GC) in bankruptcy rather than liquidated. Fitch has assumed a 10%
administrative claim in the recovery analysis.

In its bespoke recovery analysis, Fitch estimates GC EBITDA
available to creditors of around EUR70 million. The GC EBITDA is
based on a stressed scenario reflecting, for example, a prolonged
downturn post-pandemic combined with sustained competitive
pressures and an inflationary environment.

Fitch continues to apply a distressed enterprise value (EV)/EBITDA
multiple of 5.0x, which is lower than 5.5x for combined Mobilux,
which increased in size and improved its market position after the
recent combination with Comforama.

Based on the debt waterfall analysis, Maxeda's EUR65 million RCF,
which Fitch assumes to be fully drawn on default, ranks super
senior to the company's EUR470 million senior secured notes.
Therefore, after deducting 10% for administrative claims, the
analysis generates a ranked recovery for the senior secured bonds
in the 'RR3' band, indicating a 'B' instrument rating with a
waterfall generated recovery computation of 53% based on current
metrics and assumptions.

RATING SENSITIVITIES

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

- Visibility of sustained Fitch-adjusted EBITDA recovery to around
EUR100 million (FY24: EUR70 million).

- Positive FCF generation.

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

- EBITDAR leverage below 6.5x on a sustained basis.

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

- Significant EBITDA decline, reflecting falling selling volumes
and cost inflation, which cannot be offset by further cost-saving
initiatives.

- EBITDAR fixed-charge coverage trending towards 1.0x on a
sustained basis.

- EBITDAR leverage above 7.5x on a sustained basis.

- Negative FCF leading to tightening liquidity, with the RCF being
constantly drawn

- Lack of credible refinance solutions for the RCF and senior
secured notes before October 2025

Liquidity and Debt Structure

Satisfactory Liquidity: As of 28 July 2024, Maxeda had EUR55
million cash and cash equivalent (of which Fitch excluded EUR10
million for working-capital purposes) and full availability of its
EUR65 million RCF, which the company uses to manager intra-year
working capital fluctuations. Fitch views this liquidity as
sufficient to cover working capital needs.

Fitch forecasts FCF around break-even over the next four years, but
Fitch expects it will be dragged down by a higher interest burden
after the refinancing. Fitch does not include further shareholder
distributions or M&A activity over the next four years. These would
lead to an erosion of this liquidity buffer, and affect the rating
trajectory.

Issuer Profile

Maxeda is the leading DIY retailer in Benelux. It operates 336
stores in prime retail locations (including 130 franchise-operated
stores) with 185 stores in the Netherlands, 149 in Belgium and two
in Luxembourg.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt                  Rating       Recovery   Prior
   -----------                  ------       --------   -----
Maxeda DIY Holding B.V.   LT IDR B- Affirmed            B-

   senior secured         LT     B  Affirmed   RR3      B




===========
P O L A N D
===========

MLP GROUP: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has assigned Polish real estate company MLP Group
S.A. a Long-Term Issuer Default Rating (IDR) of 'BB+' with a Stable
Outlook. Fitch has also assigned MLP a senior unsecured debt
expected rating of 'BB+(EXP)' with a Recovery Rating of 'RR4' for
its planned EUR300 million benchmark unsecured bond. The assignment
of the final rating is contingent on final documentation conforming
to information already received.

The ratings reflect MLP's quality portfolio of logistic assets,
primarily in Poland. The portfolio is modern, with good transport
links and mostly green-certified. This has aided tenant demand as
reflected in the portfolio's low vacancy rate and tenant churn.
Fitch forecasts the group's net debt/EBITDA leverage at about 10x
during 2025-2027 and EBITDA interest cover at 1.7x-2.0x.

MLP's portfolio uses mostly secured funding leaving limited
income-producing unencumbered investment property assets. The
planned unsecured bond is part of MLP's strategy to progressively
fund itself with unsecured debt.

Key Rating Drivers

Poland-Focused Portfolio: MLP's industrial portfolio of over 1.1
million sqm, valued at PLN3.9 billion at end-1H24, is mainly in
Poland (85% of value), Germany (13%) and Romania (2%). The Polish
assets are in the five biggest sub-markets, including Warsaw,
Łódź, Poznan and Silesia. Poland's industrial property stock has
grown rapidly to reach over 30 million sqm at end-2023 (over 60%
increase from 2019). Within continental Europe, Poland ranks fourth
in size after Germany (100 million sqm), France (50), and the
Netherlands (44).

Modern, Concentrated Assets: MLP's portfolio is highly concentrated
with its top 10 logistic parks comprising over 89% of total
end-1H24 value (the biggest one, in Pruszków near Warsaw,
constituting 29%). The portfolio includes generic big boxes (96% by
value at end-1H24) and 'city logistic' (last mile) assets whose
share in the mix the company plans to grow to 30% by end-2028 (city
logistics constituted 61% of under construction asset value at
end-1H24). Assets are predominantly new with 60% no older than five
years. Almost 80% (by space) is certified at least 'BREEAM Very
Good' (or German equivalent).

Development-Led Growth: MLP plans to grow through property
developments. Capex reached almost PLN1 billion in 2022-2023,
including land acquisitions. It had 171,000 sqm (117,00 sqm in
Poland) of space under-construction across seven locations at
end-1H24, with contracted capex at about PLN270 million. At
end-1H24, 47% of schemes under construction were pre-let, many
adjacent to existing assets. MLP quotes a rental yield-on-cost of
12%. MLP's land bank of 269 hectares (owned and optioned) is enough
to double MLP's asset footprint, including its expansion in
Germany.

Stable Operating Performance: Occupancy decreased to 92% at
end-1H24 (2021-2023: 95%) as a new development was completed. The
weighted average lease length to earliest-break (WALB) of 7.8 years
compares well with other Fitch-rated logistics peers. Like-for-like
rental growth was 11% in 2023 (1H24: 5.5%, including 5.4 percentage
points due to inflation-linked indexation under its
euro-denominated tenancy agreements).

Sector-Diversified Tenants: Top 10 tenants represented 38% of
rental income at end-2023 and include a mix of local, mid-sized and
multinational companies. The biggest tenant is L-Shop Team, a
textile wholesaler, generating 7% of rent. MLP is focused on
attracting light industrial tenants with nearshoring requirements.
This sector leased 34% of MLP's gross leasable area followed by
third-party logistics (29%) and retail companies (28%). The share
of e-commerce tenants was 9%, which limits MLP's exposure to
possible lower post-pandemic demand from this sector.

Stable Leverage: Fitch forecasts MLP's net debt/EBITDA to increase
to 10.8x in 2024 (2023: 9.4x) due to capex, land acquisitions and a
slightly lower EBITDA margin affected by lower profits from
utilities services to tenants as energy prices stabilised. Fitch
expects capex and land purchases to continue in 2025-2027. This
should be offset by rent from completed developments and no
dividend payments, leading to leverage at around 10x. EBITDA
interest cover is expected to remain at about 2x (2023: 2.6x) as
new debt is procured or existing debt refinanced under the current
interest rate environment.

Limited FX Risk: MLP leases are euro-denominated as is typical with
property companies in central and eastern Europe. This matches the
currency of the majority of group's debt and construction
contracts. As rent is usually a small share of tenants' total
logistics costs (or tenants may earn in euro servicing western
European markets) these entities are less sensitive to the
occupancy cost increases caused by the potential devaluation of the
Polish zloty. Since MLP reports in zloty, euro fluctuations may
distort the company's financial metrics.

Ownership Structure: MLP biggest shareholder is Israel Land
Development Company Ltd. (ILDC), with a combined 41% economic
interest but its direct control is limited. For relevant matters to
be approved by MLP's supervisory board, ILDC needs four out of six
votes (or three with the chair's casting vote), whereas it
currently has two.

MLP operates independently, including separate financing and
treasury functions. Two independent supervisory board members
nominated by minority shareholders, including pension and mutual
funds that together hold no more than 20% of MLP's shares, also
provide some independent oversight over the company's management.
Fitch rates MLP based on its standalone credit profile.

Derivation Summary

MLP is rated lower than Fitch-rated continental European logistic
peers, including Catena AB (publ) (IDR: BBB-/Stable), Tritax
EuroBox plc (BBB-/Rating Watch Positive), SELP Finance SARL
(BBB/Stable), AXA Logistics Europe Master S.C.A (BBB+/Stable),
Warehouses de Pauw NV/SA (BBB+/Stable) and Montea NV (BBB+/Stable).
Its PLN3.9 billion Poland-focused portfolio of mostly modern
big-box assets is significantly smaller and more concentrated than
the rated peers'.

MLP's lease profile with a WALB of almost eight years is similar to
Tritax EuroBox's and AXA's but longer than SELP's (5.7 years) and
Catena's (5.1 years). Similar to its continental European peers MLP
benefits from contractual indexation-linked annual rental uplifts.
MLP's portfolio's 5% vacancy is comparable to Tritax EuroBox's.
Other portfolios have lower vacancy rates. MLP focuses on
development-led growth, which is also a part of the strategies of
SEGRO PLC (BBB+/Stable) and Montea.

Other Fitch-rated peers are CEE property companies. The size and
concentration of MLP's portfolio is similar to the EUR1 billion
retail portfolio of AKROPOLIS GROUP, UAB (BB+/Stable) or Balkans
Real Estate B.V.'s (BB(EXP)/Stable) EUR0.7 billion (fully
consolidated) portfolio of retail (70% of market value) and office
(30%) assets. However, MLP's country risk exposure is materially
lower compared to Balkans as the majority of its assets are in
Poland (A-/Stable).

The portfolio of NEPI Rockcastle N.V. (BBB+/Stable), valued at
EUR6.6 billion, Globalworth Real Estate Investments Limited
(BBB-/Stable) at EUR2.8 billion, and Globe Trade Centre S.A.
(BB+/Stable) at EUR2 billion are bigger and more diversified.

MLP's financial profile, including Fitch-forecasted net debt/EBITDA
at around 10x, is comparable to Global Trade Centre's, whose net
debt/EBITDA Fitch expects to decrease to 9.5x in 2027 from 11x in
2024. Akropolis has the most conservative financial profile with
net debt/EBITDA forecast to be lower than 4.0x until 2027 and an
end-2023 LTV below 25%. Balkans' and NEPI's net debt/EBITDA is
expected below 6.0x. The financial profile of Globalworth is weaker
than NEPI's.

The financial profiles of the rated logistic peers are not directly
comparable as their assets are mostly in countries whose currency's
interest rate environment is lower than for Poland.

Key Assumptions

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

- Rent increase of 27% and 41% in 2024 and 2025, respectively
driven mainly by the completed new developments' rental income
coming on-stream. Like-for-like growth including the CPI indexation
effect, and rent increases on renewals, are limited to 2%-3% per
year

- About PLN2.5 billion of construction capex and PLN715 million
land acquisitions until 2027

- No dividends paid for the next four years

- Average cost of debt in 2024-2027 of about 5%

- Constant EUR/PLN exchange rate at 4.35.

RATING SENSITIVITIES

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

- Expansion of the portfolio reducing asset concentration while
maintaining portfolio quality and above 95% occupancy rate

- Net debt/EBITDA less than 9.5x on a sustained basis

- EBITDA interest cover above 1.7x on a sustained basis

- Unencumbered investment property assets/unsecured debt ratio
trending towards 2x

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

- Net debt/EBITDA consistently above 10.5x

- EBITDA interest cover consistently below 1.5x

- Loan-to-value above 55%

- Twelve-month liquidity score below 1.0x

- For the senior unsecured rating: unencumbered investment property
assets/unsecured debt ratio below 1x

Liquidity and Debt Structure

Ample Liquidity: MLP held PLN251 million of readily available cash
at end-1H24, which, proforma for proceeds from the EUR300 million
bond, would increase cash sources to PLN1.5 billion. This is ample
to cover PLN370 million of debt maturing during the next 12 months
and Fitch-estimated negative free cash flow of over PLN620 million
including committed and uncommitted capex. MLP does not have
committed revolving credit facilities.

Prospective Unsecured Funding Strategy: MLP's debt is mainly
secured with most of its assets pledged to banks. MLP's new
strategy is to progressively fund itself with unsecured debt. The
proceeds from the planned unsecured bond will be mainly used to
prepay some secured loans and to finance the development of new
unencumbered assets. In a relatively short time this should create
a meaningful unencumbered asset pool. The Fitch-calculated
income-producing investment property assets/unsecured debt ratio,
pro-forma for the bond issuance, is forecast to reach over 1x by
end-1H25.

The planned bond's draft documentation has a debt incurrence test
subject to a secured net debt/total assets ratio of maximum 35%.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt               Rating                   Recovery   
   -----------               ------                   --------   
MLP Group S.A.         LT IDR BB+     New Rating

   senior unsecured    LT     BB+(EXP)Expected Rating   RR4




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S P A I N
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AUTO ABS SPANISH 2024-1: Fitch Assigns 'B+' Rating on Class E Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Auto ABS Spanish Loans 2024-1, FT final
ratings.

The final ratings on the class D and E notes are one notch higher
than the expected ratings, mainly driven by the lower final coupon
rates payable to the noteholders and the lower interest rate
payable to the swap provider than initially considered in the
analysis. The final ratings on the class A to C notes are the same
as the expected ratings.

   Entity/Debt                 Rating             Prior
   -----------                 ------             -----
Auto ABS Spanish Loans
2024-1, Fondo de
Titulización

   Class A ES0305837009    LT AAsf   New Rating   AA(EXP)sf
   Class B ES0305837017    LT Asf    New Rating   A(EXP)sf
   Class C ES0305837025    LT BBB-sf New Rating   BBB-(EXP)sf
   Class D ES0305837033    LT BB+sf  New Rating   BB(EXP)sf
   Class E ES0305837041    LT B+sf   New Rating   B(EXP)sf
   Class F ES0305837058    LT NRsf   New Rating   NR(EXP)sf

Transaction Summary

Auto ABS Spanish Loans 2024-1, FT is a three-month revolving
securitisation of Spanish auto loans originated by Stellantis
Financial Services Spain, E.F.C., S.A. (SFS Spain), a captive
lender resulting from a joint venture between Stellantis N.V.
(BBB+/Positive/F2) and Santander Consumer Finance, S.A.
(A-/Stable/F2).

KEY RATING DRIVERS

RV Risk: Of the portfolio balance, 68.1% is linked to balloon loans
granted to individuals for the purchase of new cars, on which
borrowers have the option to return the vehicle to discharge the
final balloon instalment (residual value, RV). Fitch assumed an RV
exposure of 79.5% of the total balloon loans balance at the end of
the revolving period.

Fitch calibrated an RV loss assuming car sale proceeds of 100% of
the final balloon instalments in a base case scenario, and applied
median haircuts to derive rating stresses. Fitch applies RV losses
of 12% of the total portfolio balance under the 'AAsf' scenario.

Asset Assumptions Reflect Mixed Portfolio: The portfolio includes
loans for the acquisition of new and used passenger cars. Fitch
calibrated asset assumptions for each product separately,
reflecting different performance expectations. Fitch has assumed
base case lifetime default and recovery rates of 3.4% and 60.0%,
respectively, for the blended stressed portfolio. This is in the
context of the historical data provided by the originator, Spain's
economic outlook and SFS Spain's underwriting and servicing
strategies.

Short Revolving Period: The transaction features a revolving period
of only three months until December 2024, shorter than the typical
length in comparable European securitisations. Fitch considers the
risk of portfolio migration to weaker attributes to be residual,
considering only 5% of the pool is expected to be replenished, and
sufficiently captured by the default multiples calibrated for the
rating analysis.

Pro-Rata Notes Amortisation: After the revolving period, the class
A to E notes will be repaid pro rata until a subordination event
occurs, causing a switch to strictly sequential amortisation. One
such event is defined in relation to the cumulative balance of
losses being greater than the defined triggers.

Fitch views such a trigger as sufficiently robust to prevent the
pro rata amortisation from continuing on early signs of
deterioration in performance. Fitch believes the tail risk posed by
the pro rata pay-down is also mitigated by the mandatory switch to
sequential amortisation when the outstanding collateral balance
falls below 10% of the initial balance.

Counterparty Arrangement Cap Ratings: The maximum achievable rating
of this transaction is 'AA+sf' as per Fitch's criteria, due to the
transaction account bank (TAB) and swap provider minimum
eligibility ratings of 'A-' or 'F1', which are insufficient to
support a 'AAAsf' rating.

Liquidity Protection Mitigates Servicing Disruption: Servicing
disruption risk is mitigated by dedicated cash reserves that cover
senior costs, net swap payments and interest on the class A to E
notes for the payment interruption period, providing sufficient
time to resume collections by a replacement servicer. No back-up
servicer was appointed at closing, but the management company acts
as a back-up servicer facilitator.

RATING SENSITIVITIES

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

- Long-term asset performance deterioration such as increased
delinquencies or reduced portfolio yield, which could be driven by
changes in portfolio characteristics, macroeconomic conditions,
business practices or the legislative landscape

This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modelling process uses the modification
of these variables to reflect asset performance in upside and
downside environments. The results below should only be viewed as
one potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance.

Sensitivity to Increased Defaults:

Current ratings (class A/B/C/D/E): 'AAsf' / 'Asf' / 'BBB-sf' /
'BB+sf / 'B+sf'

Increase defaults by 10%: 'AA-sf' / 'Asf' / 'BBB-sf' / 'BB+sf /
'B+sf'

Increase defaults by 25%: 'AA-sf' / 'Asf' / 'BBB-sf' / 'BBsf /
'B+sf'

Increase defaults by 50%: 'A+sf' / 'A-sf' / 'BBB-sf' / 'BBsf /
'Bsf'

Sensitivity to Reduced Recoveries:

Reduce recoveries by 10%: 'AA-sf' / 'Asf' / 'BBB-sf' / 'BBsf /
'B+sf'

Reduce recoveries by 25%: 'AA-sf' / 'A-sf' / 'BB+sf' / 'BB-sf /
'Bsf'

Reduce recoveries by 50%: 'A+sf' / 'BBB+sf' / 'BB+sf' / 'B+sf /
'CCCsf'

Sensitivity to Increased Defaults and Reduced Recoveries:

Increase defaults by 10%, reduce recoveries by 10%: 'AA-sf' / 'Asf'
/ 'BBB-sf' / 'BBsf / 'Bsf'

Increase defaults by 25%, reduce recoveries by 25%: 'A+sf' / 'A-sf'
/ 'BB+sf' / 'BB-sf / 'B-sf'

Increase defaults by 50%, reduce recoveries by 50%: 'A-sf' /
'BBBsf' / 'BB+sf' / 'Bsf / 'CCCsf'

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

- For the senior notes, modified TAB and derivative provider
minimum eligibility rating thresholds compatible with 'AAAsf'
ratings under Fitch's Structured Finance and Covered Bonds
Counterparty Rating Criteria.

- Credit enhancement ratios increase as the transaction
deleverages, allowing notes to fully absorb the credit losses and
cash flow stresses commensurate with higher ratings.

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

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

DATA ADEQUACY

Auto ABS Spanish Loans 2024-1, Fondo de Titulización

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

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

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

ESG Considerations

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


MEDIAPRO: Fitch Affirms 'B' Issuer Default Rating, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Subcalidora 1 S.a.r.l's (Mediapro)
Issuer Default Rating (IDR) at 'B', with Stable Outlook.  Fitch has
also assigned a rating of 'BB-' to the new senior secured loans
issued by its subsidiary Subcalidora 2 s.a.r.l (Mediapro), with a
Recovery Rating of 'RR2'.

The affirmation reflects the group's comfortable leverage headroom,
improved liquidity and debt maturity profiles post-refinancing, and
the strong revenue visibility from the extended renewal of its
largest contract, international La Liga, until 2029. Fitch expects
the agency commission rate will fall from 2027. However, Mediapro's
revenue diversification is gradually improving, with reduced
dependence on the international La Liga agency contract as Fitch
expects business areas such as broadcast media services and
Mediapro Studios are continue showing strong growth.

The Stable Outlook is supported by the increasing diversification
of revenue streams, also benefiting from favourable regulation for
local content production, potentially leveraging on Mediapro's
capabilities. Execution risks are receding but remain meaningful,
including the ability to generate positive free cash flow (FCF) on
a sustained basis.

Fitch has withdrawn the existing senior secured rating of 'BB-/RR2'
on the existing EUR500 million term loan A issued at Subcalidora 2
S.a.r.l following its full repayment with new debt issuance
proceeds

Key Rating Drivers

Refinancing Complete: The recently closed private debt refinancing
results in closing gross EBITDA leverage of 3.4x (Fitch-defined)
and enhances Mediapro's debt maturity profile over the forecast
period. The transaction significantly improves the interest burden
from the previous 7.5% for the term loan A to the 5.75% margin on
the new debt provided by a sole lender, with the absence of
amortising features also protecting FCF.

Lower debt service costs provide some buffer for working capital
swings and additional capex needs to support business growth and
continued diversification from its high concentration with the La
Liga contract. Fitch expects EBITDA interest coverage to gradually
improve towards 4.0x by 2025.

Revenue Visibility: Mediapro's sustainable business model is
demonstrated by its strong market position in Spanish football with
a leading position within audiovisual services and Spanish video
content production. Following the renewal of its international La
Liga agency contract in 2022, visibility and execution risk have
improved. However, with the next contract renewal in 2029 Fitch
considers execution risk remains meaningful.

Lower 'La Liga' Contract Concentration: Fitch expects the La Liga
international contract to account for around 20% of company EBITDA
in 2024 and generate around EUR50 million per year. As Fitch
assumes the commission rate will fall, this will pressure the
company to increase league sales to keep EBITDA growth beyond 2027.
This is somewhat mitigated by Mediapro's long-term customer
relationships across broadcasting and content production segments
and its valuable industry knowledge. Fitch expects this to continue
support securing new contracts in areas where favourable market
trends and regulation can materialise in new business
opportunities.

De-risking from La Liga concentration comes at the expense of lower
revenue visibility, while the company will be more exposed to
industry volatility related to content production. This is
mitigated by high exposure to non-script content, moderate exposure
to advertising and a more comfortable leverage and liquidity
profile providing financial headroom through the cycle.

Focus on Revenue Diversification: Mediapro's business strategy will
continue to focus on growing audiovisual and content segments in
the long term by diversifying its geographic and customer base. In
2023, audiovisual revenue delivered double digit growth, driven by
sport production (80% of overall audiovisual revenue), mainly of
Pan-American and European games. New long-term contracts on
non-sport production have been already secured, supporting revenue
diversification.

Stable Profitability: Fitch forecasts that Fitch-defined EBITDA
margins will stabilise at pre-pandemic levels of around 13% from
2025, providing organic deleveraging and adequate interest coverage
over the rating forecast. Fitch also expects 2024 to perform closer
to budget, despite weaker 2H24 results in content production and
innovation, as the current backlog and work in progress are skewed
towards the last quarter. Fitch expects Fitch-defined EBITDA
leverage of 3.4x at closing to organically decline to 3.0x by 2026.
Leverage is not a constraint at the current rating.

FCF Trending Positive: Fitch estimates that FCF should turn
positive from 2025, despite negative FCF expected in 2024 due to
the impact of higher working capital needs related to some big
contracts and expected to unwind in 2025. Consequently, the FCF to
sales margin should turn positive over the next three years,
although remain moderate at around 2% of revenue. Together with
receding strategy execution risks, this is an important factor
before Fitch would consider an upgrade to 'B+'. Fitch expects
Mediapro to maintain a liquidity position of more than EUR100
million by end-2024 doubling by 2027, assuming a conservative
financial policy.

Strong Position in Audiovisual Services: Mediapro is well
positioned in audiovisual services with one of the largest
international platforms covering production, outside broadcasting
and signal transmission. It has one of the leading mobile
transmission unit fleets and is at the forefront of signal
transmission offerings. Mediapro's long-term agreements with sports
rights holders and long-lasting relations with sports federations
will continue to help it secure premium sport events.

Strong Sports Coverage: Mediapro is especially strong within
football and has a solid record of media production for events like
the Spanish La Liga, UEFA Champions League, football World Cups and
Olympic Games. In the medium to long term, Fitch sees potential
pressure on the business model as major over-the-top (OTT) content
providers, like Amazon, have entered the sports rights market,
which could result in them taking over large parts of the value
chain, as in cinematic and series production.

Stable Content Demand: Global content spend has doubled over the
last decade and consumption habits have evolved, driven by
increased penetration of online streaming platforms. The demand for
locally produced content has increased in the past years, giving
Mediapro good opportunities to gain further international reach
with its Spanish content.

Favourable Local Content Production Tailwinds: Fitch believes
Mediapro is well-positioned to benefit from general market growth
and the focus on locally produced content as the main producer of
TV content and OTT streaming in Spain and its established position
in LATAM as a Spanish content producer. This supports lower
double-digit growth in content revenue by 2026 under its rating
case assumptions.

Derivation Summary

Fitch assesses Mediapro using its Ratings Navigator for Diversified
Media Companies, and by benchmarking it against selected
Fitch-rated rights-management and content-producing peers, none of
which Fitch views as a complete comparator given Mediapro's fully
integrated business model.

Mediapro has a strong competitive position, and stronger regional,
rather than global, sector presence but this is offset by high
dependence on key accounts (in particular the international La Liga
contract) and a lower FCF base than peers. Fitch believes Mediapro
has a weaker business profile than the two Fitch-rated independent
content producers, Banijay SAS (B+/Stable) and Mediawan Holding SAS
(B/Stable), driven by the former's high contract renewal risk.

Banijay has also larger scale, more geographic reach and is
influenced by Fitch's assessment of its stronger parent company,
Banijay Group N.V (formerly FL Entertainment N.V.), resulting in a
one-notch increase from its 'b' Standalone Credit Profile (SCP).
Mediapro has lower leverage than those two peers for the same 'b'
SCP.

Sportradar Management Ltd (BB-/Stable) is also exposed to sports
right renewal, inflation risk and has limited scale. Sportsradar is
the leader in a fast-growing market and following its debt
repayment in 2022, its financial profile is more consistent with
investment-grade data analytics and media companies. Mediapro's 'B'
rating reflects its limited scale, lower FCF margins and modest
interest coverage relative to higher-rated media peers.

Mediapro has also lower scale, higher leverage and weaker business
profile compared with ITV plc (BBB-/Stable), one of the main
content producers outside the US and the second-largest public
service broadcaster in the UK with the largest linear-TV
advertising platform and a revamped FTA streaming platform.

Key Assumptions

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

- Revenue CAGR at around 3% in 2023-27, mainly driven by content
creation and broadcasting & productions services.

- Fitch-defined EBITDA margin stabilising around 13% over the
forecast period, in line with the pre-pandemic level.

- Capex of towards 5% of revenue to 2027.

- Working-capital outflows of around 4% to sales in 2024 due to
unwinding effect from 2023 contract related accruals and timeline
of payments, and expected to remain around 1% of revenue from 2025
onwards.

- No shareholder payments in 2024 to 2027.

- No bolt-ons or M&A activity assumed in 2024 to 2027.

Recovery Analysis

Key Recovery Rating Assumptions

- The recovery analysis assumes that Mediapro would be considered a
going concern in bankruptcy and that the company would be
reorganised rather than liquidated

- A 10% administrative claim

- Going-concern EBITDA estimated at EUR100 million, reflecting a
loss of key contracts or material under-performance in EBITDA

- An enterprise value multiple of 4.5x is used to calculate a
post-reorganisation valuation

- These assumptions result in a recovery rate of 77% for the senior
secured instrument rating within the 'RR2' range, based on the
current metrics and assumptions, resulting in a two-notch uplift
from the IDR to 'BB-'.


RATING SENSITIVITIES

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

- Successful strategy implementation combined with increased
diversification of the business model and a significantly lower
proportion of EBITDA from the La Liga International contract,
without significantly eroding profitability;

- Growth in EBITDA to above EUR150 million with consistently
positive FCF generation and constantly positive FCF margins;

- Fitch-defined EBITDA leverage remaining below 4.0x on a sustained
basis;

- Fitch-defined EBITDA interest coverage above 4.0x.

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

- Non-renewal of the La Liga international contract or
under-performance in other business areas, leading to negative FCF
or Fitch-defined EBITDA leverage increasing above 5.0x on a
sustained basis;

- Fitch-defined EBITDA interest coverage remaining below 2.5x on a
sustained basis;

- Readily available liquidity falling below EUR100 million during
the year.

Liquidity and Debt Structure

Comfortable Liquidity Post-refinancing: Fitch expects FCF to sales
should turn positive from 2025, helping build cash on balance
sheet, based on a moderate financial policy, with absence of
bolt-on M&A activity and no dividend payments.

Fitch views the refinancing positively as it improves Mediapro's
debt maturities and its overall liquidity profile. The transaction
has pushed out debt maturities for two years for the new EUR525
million term loan B, which is due in 2029, with no material
short-term maturities until then. At the same time, a lower
interest burden and absence of amortising tranches improves cash
flow generation by at least EUR60 million by 2026.

Issuer Profile

Mediapro is a Spain-based vertically integrated global sports and
media entertainment group operating across the entire value chain
from sport rights management through content production using own
audio-visual capabilities in production, broadcasting and
transmission.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt                Rating           Recovery   Prior
   -----------                ------           --------   -----
Subcalidora 1 S.a.r.l.   LT IDR B   Affirmed              B

Subcalidora 2 S.a.r.l.

   senior secured        LT     BB- New Rating   RR2

   senior secured        LT     WD  Withdrawn             BB-


MINOR HOTELS: Moody's Raises CFR to Ba3 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings of Minor Hotels Europe &
Americas, S.A. (MHEA, previously NH Hotel or the company) including
its long term corporate family rating to Ba3 from B1 and
probability of default rating to Ba3-PD from B1-PD. Moody's also
upgraded MHEA's instrument rating of its EUR400 million senior
secured notes due 2026 to Ba2 from Ba3. The outlook has been
changed to stable from positive.

"The upgrade reflects Minor Hotel Europe & Americas' ongoing robust
performance, leading to sustained improvement in MHEA's financial
metrics. In H1 2024, MHEA's total revenue grew by 11.5% YoY while
profitability remains steady with a stable Moody's adjusted EBITA
margin of 26%" said Elise Savoye, CFA, a Moody's Ratings Vice
President-Senior Analyst and lead analyst for MHEA. " Moody's
expect that leverage and coverage metrics will sustainably remain
below 4x and above 3x respectively, driven by moderate growth,
partially driven by expansion, and stronger operational and
financial integration with MHEA's parent, Minor International
(MINT), which is committed to reducing leverage by year-end 2026"
she continues.

RATINGS RATIONALE      

The upgrade reflects Minor Hotel Europe & Americas' on-going robust
performance leading to a sustained improvement in MHEA financial
metrics. MHEA's performance in the first half of 2024, has been
robust showcasing a 7.9% growth in Revenue Per Available Room,
primarily driven by strong pricing power, with ADR increasing by
5.6% compared to last year and 33.5% compared to 2019. Italy and
Spain have been particularly strong markets, although occupancy
remains slightly subdued. This has resulted in a total revenue
growth of 11.5% compared to last year. As of end of September,
October bookings are already 73% of the October budget, in line
with last year's performance, which will support a sustained
improvement of MHEA's credit profile. While Moody's expect growth
to normalize after two exceptional years, Moody's anticipate that
MHEA will still benefit from moderate revenue (around 12.5% by
throughout 2025 and 2026), thanks to past repositioning capex and
moderate expansion.

Profitability has remained resilient despite some inflationary
pressure on personnel costs, particularly in Northern Europe. The
Moody's adjusted EBITA margin has remained stable at 26% as of H1
2024 and Moody's expect continued robust profitability due to
long-lasting cost measures and a more favorable business mix
towards the upper upscale segment.

Leverage is expected to remain broadly stable in the mid-term, well
within Moody's Ba3 guidance. Moody's anticipate continuous small
operating deleveraging, with Moody's adjusted debt/EBITDA projected
to be 3.9x by the end of 2024 and 3.7x by the end of 2025
reflecting operational improvements and limited growth of IFRS 16
liabilities, with more variable leases and management contracts.
Moody's also expects no or only limited additional financial debt
over the next 12 to 18 months, reflecting MHEA's parent MINT,
commitment to reduce its own leverage by year-end 2026.

Although the parent's credit metrics are slightly weaker than those
of MHEA, also partially reflecting the slower recovery of the APAC
region from pandemic lows compared to other geographies, Minor
International has repeatedly supported MHEA since they acquired a
large stake of MHEA in 2018. The name change from NH Hotel to MHEA
this year also reflects stronger operational and financial
integration within MINT, advocating for continuous support in case
of need. Finally, MHEA has a good track record of meeting and
exceeding budget expectations, moderate leverage appetite and
cautious liquidity management.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

MHEA's ESG considerations have a limited impact on the current
credit rating with potential for greater negative impact over time.
In line with the lodging industry, the company is exposed to
environmental risk mainly stemming from carbon transition. The
company is also exposed to social risk primarily linked to customer
relations, demographic shifts and evolving societal trends. MHEA's
exposure to governance risk mainly lies with its concentrated
ownership.

The company's Ba3 CFR also reflects governance risks primarily
linked to the company's concentrated ownership. Board structure &
policies and procedure risks are negative on the back of highly
concentrated ownership (96%) by Minor International Public Company
Limited (Minor), which counterbalances the positive of the
company's public status on reporting transparency and good
disclosure. MHEA's financial strategy & risk management has
remained consistent during the pandemic with a good track record to
execute its financial plan i.e. increase its liquidity position and
reduce its leverage. MHEA also has a moderate leverage appetite and
is back to pre-pandemic leverage.

LIQUIDITY

MHEA's liquidity is good with EUR229 million in cash as of H1 2024
and EUR242 million in undrawn revolving credit facility (RCF)
maturing in March 2026, supplemented by EUR66 million in fully
undrawn bilateral credit lines. However, the cash balance decreased
in September due to the acquisition of Brazilian hotels from their
parent, Minor Hotel International (MINT). Moody's expect the cash
balance to be around EUR144 million by year-end 2024. Positive free
cash flow is anticipated in 2024, albeit lower than last year due
to resumed capex. No dividend distribution is expected for 2024,
and Moody's expect that growth opportunities for MHEA will be
prioritized over very large potential dividend payouts. Liquidity
is further supported by real estate ownership, with unencumbered
assets worth EUR1 billion This asset base provides high recovery
for secured creditors in case of default. MHEA also has substantial
headroom under its RCF covenants which supports its liquidity
profile.  Moody's also understand that the company is actively
working on refinancing its EUR400 million bond and EUR242 million
RCF maturing in July and March 2026, respectively.

STRUCTURAL CONSIDERATIONS

The senior secured notes due 2026 are rated Ba2, one notch above
the CFR reflecting the support from a security package that
includes real assets and a buffer from large lease rejection
claims. MHEA's capital structure also includes secured bank debt,
unsecured credit lines, subordinated debt as well as lease
commitments.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that MHEA's
leverage will remain below 4x and coverage around 3x over the next
12 to 18 months, supported by a financial policy at the parent
level that maintains a moderate leverage appetite and moderate
distribution on a sustained basis. It also assumes that the company
will maintain good liquidity at all times, and that Moody's expect
MHEA to address its debt maturities, including those of 2026, well
in advance of their due dates.

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

A rating upgrade could develop if there is a combination of the
following:

-- Improvement in credit metrics with debt/EBITDA maintained below
3.5x
    with EBITA/interest expense exceeding 4.5x, all on a sustained
basis
    and including Moody's standard adjustments

-- Liquidity remains good at all times supported by no aggressive
cash
    outflow to the parent and on-going cautious liquidity
management

-- There is no material deterioration in the loan-to-value (LTV)
    coverage of the senior secured notes.

Negative rating pressure on MHEA's ratings could arise if:

-- The company's liquidity weakens with negative Moody's adjusted
    free cash flow on a sustained basis or it fails to address its
    debt maturities, including those of 2026, well in advance of
    their due dates

-- Deterioration of credit metrics with debt/EBITDA maintained
    towards 4.5x with EBITA/interest expense reducing to below 3x,
    all on a sustained basis and including Moody's standard
    adjustments

-- The credit quality of the parent deteriorates significantly
    increasing risk of more shareholder's friendly actions

-- The LTV coverage of the senior secured notes deteriorates,
    exerting pressure on Moody's recovery assumptions including
    for the senior secured notes.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

MHEA is among the top 10 largest European hotel chains, with 347
open hotels and 55,643 rooms in 30 countries. Besides Europe, MHEA
has a limited presence in Latin America (6% of net turnover for
full-year 2023). MHEA focuses on midscale and upscale urban
bleisure hotels, and has been shifting its portfolio towards an
asset-light strategy through management contracts and variable
leases, but still owns close to 21% of its hotels (worth EUR2.1
billion as of end 2021). The company reported revenue of EUR2273
million for LTM June 2024.


TENDAM BRANDS: Moody's Ups CFR to Ba3 & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Ratings has upgraded Tendam Brands S.A.U.'s corporate
family rating to Ba3 from B1 and its probability of default rating
to Ba3-PD from B1-PD. The outlook has changed to stable from
positive.

"The rating action reflects Tendam's solid financial performance in
recent years and Moody's expectation that the company will continue
to improve financial metrics", said Fabrizio Marchesi, a Moody's
Ratings Vice President and lead analyst for the company. "The
rating upgrade also reflects Moody's expectation that the company
will maintain a conservative financial policy, as exemplified by
management's decision to replace outstanding term debt with
amortising debt, as well as refrain from any releveraging
transactions going forward and maintain good liquidity, including a
large cash balance" added Mr. Marchesi.

RATINGS RATIONALE

Tendam's financial performance has continued to improve beyond
Moody's expectations over the past year, with revenue and
company-adjusted EBITDA rising to EUR1.30 billion and EUR319
million, respectively, as of May 31, 2024. This has resulted in an
ongoing improvement in the company's Moody's-adjusted gross
debt/EBITDA to 2.4x.

The company's strategy of focusing on new brands, new geographies
and an expanded online offering, will continue to support growth.
Moody's forecast mid-single digit percentage gains in revenue over
the next 12-18 months, with an improvement in company-adjusted
EBITDA towards EUR325-330 million in the fiscal year ended February
2025 (FYE 2025) and EUR340-345 million in FYE 2026. In combination
with scheduled debt amortisation of around EUR45-50 million per
year, these gains will lead to an improvement in Moody's-adjusted
leverage to 2.0x by February 2026. Solid Moody's-adjusted free cash
flow (FCF) generation of around 10-15% of Moody's adjusted debt
will also bolster the company cash on balance sheet and overall
liquidity position.

Tendam's Ba3 rating is also supported by the company's strong brand
and established market position in the Spanish apparel market as
well as its good EBITDA margin, underpinned by an efficient supply
chain and a successful omnichannel distribution model.

Concurrently, the rating is constrained by the company's inherent
fashion risk, exposure to discretionary spending and the cyclical
nature of the apparel retail industry, which can all lead to
variability in financial performance; limited geographic
diversification and high dependency on the competitive and highly
fragmented Spanish apparel retail market; as well as the risk of
disruption of the company's supply-chain and exposure to
cost-inflation.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Governance was a key rating driver in the rating action.
Management's decision to fully redeem high-coupon senior secured
notes over the course of 2023 and 2024, replaced with cheaper
senior secured term loans lowers the company's interest expense by
around EUR15 million per year, improving its financial metrics. The
amortising nature of one tranche of the company's senior secured
credit facilities used to refinance the senior secured notes, also
suggests that the company will maintain a conservative financial
policy.

LIQUIDITY

Moody's consider Tendam's liquidity to be good and supported by
EUR23 million of cash on balance sheet as of May 31, 2024, access
to a EUR174 million revolving credit facility (RCF), EUR29 million
of which was drawn as of May 31, 2024; and Moody's expectations of
solid Moody's-adjusted FCF generation of around EUR80 million in
FYE 2025 and EUR100 million in FYE 2026. This annual FCF generation
will be enough to cover scheduled term loan amortisation. Apart
from EUR157.5 million of outstanding senior secured term loan,
which amortises over 2024-27, the company does not have significant
debt maturities until October 2027.

STRUCTURAL CONSIDERATIONS

Tendam's capital structure consists of a EUR187.5 million
amortising senior secured term loan maturing in 2027 (EUR157.5
million of which was outstanding as of May 31, 2024), a EUR130.9
million senior secured term loan due in 2027, and EUR90 million
senior secured term loan due in 2029, all of which rank pari-passu,
as well as a EUR174.2 million super-senior RCF, also due in 2027.

The senior facilities are only secured by pledges over shares,
intercompany receivables and bank accounts.

The company's Ba3-PD probability of default rating is at the same
level as the CFR, reflecting Moody's assumption of a 50% family
recovery rate.

RATING OUTLOOK

The stable outlook reflects Moody's expectations of continued
growth in revenue and Moody's-adjusted EBITDA over the next 12-18
months, such that Tendam continues to reduce its leverage towards
2x and improve annual Moody's-adjusted FCF from current levels. The
outlook also assumes no re-leveraging from shareholder
distributions, as well as the company generating significant
Moody's-adjusted FCF and maintaining a good liquidity profile, with
enough cash on balance sheet to meet intra-year working capital
needs while maintaining a fully undrawn RCF.

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

Further positive pressure is unlikely over the next 12-18 months
but could develop over time if Tendam generates sustained revenue
growth and EBITDA growth such that it significantly increases its
size and scale as well as materially improves its geographic
diversification. A balanced and clearly articulated financial
policy would also be a pre-requisite for positive rating pressure.

Moody's could downgrade Tendam's ratings if the company's operating
performance deteriorates as a result of, for instance, a decline in
like-for-like sales or a decrease in profit margins. Moody's could
also downgrade the ratings if Tendam were unable to maintain good
liquidity and a healthy cash balance, or its financial policy
became more aggressive, such that Moody's-adjusted debt/EBITDA does
not improve towards 2.0x or Moody's-adjusted FCF generation
deteriorates.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Tendam Brands S.A.U. (Tendam), headquartered in Madrid, Spain, is
an international apparel retailer with presence in more than 80
countries worldwide, although with a predominant presence in Spain,
Portugal, France, Belgium, Mexico and the Balkans. The company
designs, sources, markets, sells and distributes fashionable
premium apparel for men and women at affordable prices. Tendam
currently operates several complementary brands, including
Women'secret, Springfield, Cortefiel, Pedro del Hierro (PdH), the
outlet brand Fifty, and recently launched brands such as Hoss
Intropia, SlowLove, HighSpirits and Springfield Kids, Dash and
Stars, Ooto and Hi&Bye. In the 12 months to May 31, 2024, the
company reported revenue of EUR1.3 billion and EBITDA of EUR319
million.


THUNDER LOGISTICS 2024-1: Fitch Gives 'BB-(EXP)' Rating on E Notes
------------------------------------------------------------------
Fitch Ratings has assigned Thunder Logistics 2024-1 DAC's notes
expected ratings. The assignment of final ratings is contingent on
the receipt of final information conforming to the documentation
reviewed.

   Entity/Debt             Rating           
   -----------             ------           
Thunder Logistics
2024-1 DAC

   A XS2896262479      LT AAA(EXP)sf  Expected Rating
   B XS2896262719      LT AA-(EXP)sf  Expected Rating
   C XS2896263360      LT A-(EXP)sf   Expected Rating
   D XS2896263790      LT BBB-(EXP)sf Expected Rating
   E XS2896263956      LT BB-(EXP)sf  Expected Rating

Transaction Summary

The transaction is a 95% securitisation of a EUR250 million
commercial real estate loan originated by Goldman Sachs Bank USA
and Societe Generale S.A. for entities related to Blackstone Inc.
The loan is backed by a portfolio of 22 "big box" logistics assets
located across Spain, France, Germany and The Netherlands. The
originators retain 5% (2.5% each) of the liabilities transferred to
the issuer, in the form of an issuer loan, pari passu with the
notes.

KEY RATING DRIVERS

Average Quality, Highly Functional: The underlying portfolio
consists of 22 big box logistics assets. Although the majority of
the assets were built before 2000 and are considered dated, they
are well-located along main arterial routes and well-suited to be
distribution assets. Generally they have good specifications in
terms of clear heights, yard depth, and the number of loading
bays.

Occupancy in the portfolio has increased to 81% as of May 2024 from
62% in December 2019, with rents increasing 19% on a per square
metre (PSM) basis. The portfolio is scored '3' on a weighted
average basis, with individual scores ranging from '2' to '4'.

Reversion Mitigates Re-Letting Risk: The assets are primarily
single-let to large logistics operators and consumer goods
companies, an indicator of the utility of the portfolio as core
logistics assets. With a relatively short weighted average
unexpired lease term to break of 3.2 years (from 31 May 2024), the
portfolio is exposed to re-letting risk in line with assets of
similar age and specification. The portfolio is under-rented,
earning only 88% of estimated rental value on occupied units.

Complex Release Pricing: The release premium (RP) is 0% for the
first 10% of disposals by original market value. Although this
approach is aggressive, the portfolio does not exhibit sufficient
variation in property quality to weigh on ratings. While RPs rise
to 5% for the next 10%, and then again to 10%, the aggregate RP
paid reduces (euro for euro) the release price of remaining assets
pro rata, limiting deleveraging.

However, the release price is floored at 1.05x original allocated
loan amount (ALA), and moreover, once the loan balance drops below
EUR90 million, note repayment switches from pro rata to sequential
until the class B notes have been redeemed. These provisions limit
cumulative property adverse selection and concentration risk,
especially for the senior notes.

Leakage from Debt Capacity Limitations: Owing to debt capacity
limitations, a portion of the ALA for properties owned by Thunder
(France) Propco I SNC, Thunder (France) Propco II SNC, and Thunder
(Germany) Propco S.à r.l. has been advanced to Thunder Platform
Holdco S.à r.l., a holding company owning shares in the propcos.
Wider group (including holdco) debt can be repaid out of those
propcos' property enforcement proceeds, but for the French propcos
- whose mortgages do not exceed their own debt - this (and also the
value of share security) would be subject to deduction for
third-party unsecured claims, including capital gains tax.

RATING SENSITIVITIES

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

A rating downgrade of the Spain sovereign or lower ERV could lead
to negative rating action.

The change in model output that would apply with a downgrade of
Spain's sovereign rating to 'BBB+' from 'A-' would imply the
following ratings:

'AA+sf' / 'AA-sf' / 'A-sf' / 'BBB-sf' / 'BB-sf'

The change in model output that would apply with 15pp increase in
RVD assumptions would imply the following ratings:

'Asf' / 'BBBsf' / 'BBB-sf' / 'B+sf' / 'CCCsf'

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

Letting vacant space or achieving significant rent increases
following lease expiries could lead to positive rating action.

The change in model output that would apply with a 1pp reduction to
cap rate assumptions would imply the following ratings:

'AAAsf' / 'AA+sf' / 'A+sf' / 'BBB+sf' / 'BBB-sf'

KEY PROPERTY ASSUMPTIONS (all weighted by net ERV)

Weighted average (WA) depreciation: 2.8%

Non-recoverable costs: EUR0.9 million

Fitch ERV: EUR26.3 million

'Bsf' WA cap rate: 5.2%

'Bsf' WA structural vacancy: 15.1%

'Bsf' WA rental value decline: 15.5%

'BBsf' WA cap rate: 6.0%

'BBsf' WA structural vacancy: 16.6%

'BBsf' WA rental value decline: 18.3%

'BBBsf' WA cap rate: 7.1%

'BBBsf' WA structural vacancy: 18.7%

'BBBsf' WA rental value decline: 21.2%

'Asf' WA cap rate: 8.3%

'Asf' WA structural vacancy: 20.6%

'Asf' WA rental value decline: 24.0%

'AAsf' WA cap rate: 8.9%

'AAsf' WA structural vacancy: 22.1%

'AAsf' WA rental value decline: 26.9%

'AAAsf' WA cap rate: 9.3%

'AAAsf' WA structural vacancy: 24.3%

'AAAsf' WA rental value decline: 29.7%

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

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

DATA ADEQUACY

Fitch sought to receive a third-party assessment conducted on the
asset portfolio information, but none was available for this
transaction.

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

ESG Considerations

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




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

GARRETT MOTION: Fitch Alters Outlook on 'BB-' IDR to Positive
-------------------------------------------------------------
Fitch Ratings has revised the Outlook on Garrett Motion, Inc.'s
Long-Term Issuer Default Rating (IDR) to Positive from Stable and
affirmed the IDR at 'BB-'. Fitch also affirmed the company's debt
ratings.

The Outlook revision reflects Garrett's improved financial
structure, with gross EBITDA leverage trending to below the
positive rating sensitivity of 2.5x in its updated rating case
forecast due to solid profitability.

The ratings reflect Garrett's business profile as a niche,
medium-sized auto supplier, designer and manufacturer of
turbochargers, a core component of engines that help improve fuel
efficiency and reduce CO2 emissions. Its product portfolio is less
diversified than higher-rated peers and subject to greater
electrification transition risks (65% of revenue stemming from
internal combustion engine (ICE) vehicles). Nevertheless, Fitch
believes the rising popularity of hybrids and slower transition
from ICE cars will increase turbo penetration and delay product
obsolescence in the medium term. Fitch has therefore relaxed
Garrett's leverage rating sensitivity.

Key Rating Drivers

Improving Leverage Profile: Garrett's debt decreased to USD1.5
billion as at end-June 2024 from USD2.3 billion at end-2021,
including factoring and Fitch's adjustment to the series A shares
that it assigns 50% equity credit. Gross leverage declined to 2.6x
at end-2023 from 3.8x at end-2021. Fitch expects gross and net
EBITDA leverage to continue to decrease to 2.3x and 1.6x,
respectively, by 2026, well within the updated rating
sensitivities. This positions Garrett's rating for an upgrade, as
reflected in the Positive Outlook.

Evolving Debt Structure: Garrett's funding mix has evolved from
secured to largely unsecured while repricing its existing notes
lowered average borrowing costs. Fitch rates Garrett's secured debt
two notches above the IDR, while the secured debt is aligned with
the IDR, reflecting its generic approach for corporates with a
'BB-' IDR.

Solid Profitability in Weak Market: Fitch forecasts Garrett's
EBITDA margin at around 17% for 2024-2027, despite the near-term
unfavourable operating environment for the global auto industry.
Garrett's lean cost base with 80% flexible costs will help sustain
healthy profitability, even if there is a slower-than-expected
rebound of global light vehicle (LV) production. Garrett's EBITDA
margin of 17% and EBIT margin of 14% are strong compared with
Fitch-rated EMEA-based auto suppliers and are also strong for its
rating.

Regulations/Consumer Preferences Aid Demand: More stringent CO2
emission standards over 2025 and 2026, particularly in Europe, and
consumer preference for ICE and hybrid vehicles over battery
electric vehicles (BEV) in the near term will push Original
Equipment Manufacturers (OEMs) to equip their models with more
turbo chargers, increasing the penetration rates of Garrett's
products.

Sustainable and Robust FCF Generation: Fitch forecasts Garrett's
free cash flow (FCF) margin to exceed 7% over 2024-2027, higher
than its investment-grade rated peers. Garrett has mainly deployed
cash flows for share buybacks including its preferred A shares,
which totalled USD1.2 billion over 2022-2024. The current share
buybacks do not alter its view of management's commitment to
deleveraging but excessive shareholder returns that cause leverage
to diverge from its expectation could lead to negative rating
action.

Electrification Transition Delayed: The electrification timeline,
especially in Europe, has been delayed by roughly two years based
on recent BEV adoption rates, while OEMs have tighter emission
standards to comply with selling more ICE and hybrids.
Turbochargers play an important role in reducing CO2 footprints for
those vehicles and maximising fuel efficiency.

Fitch believes the risk of lost revenue due to EV transition has
partly moderated for Garrett, as other propulsion systems are
expected to remain in market much longer than OEMs originally
planned. However, the next generation battery technologies are
still advancing and are likely to make BEVs appealing to consumers
in the years to come. Garrett's target of reaching USD1 billion by
2030 from its zero emissions vehicle product portfolio remains
unchanged, despite the new market conditions.

Non-Auto Industrial Exposure: About 30% of Garrett's revenue stems
from non-auto industrial applications and aftermarket services. The
non-auto projects feature substantially better EBITDA margins and
longer contract life, mitigating the cyclicality of global LV
production. This exposure is lower than Schaeffler AG and FORVIA
S.E., which have more diversified product offerings. Fitch views
exposure outside the automotive sector as credit-positive,
supporting the resilience of Garrett's revenue and profitability.

Derivation Summary

Relative to certain automotive technology suppliers, such as Aptiv
PLC (BBB/Stable) or Visteon Corporation, which are increasingly
focused on in-car advanced technologies, Garrett is almost entirely
dedicated to technologies related to vehicles' motive power. It is
small in size versus Fitch-rated auto suppliers in the 'BB' rating
category, namely FORVIA S.E. (BB+/Stable) and Schaeffler AG
(BB+/Stable).

Garrett positions itself as specialist supplier with product
portfolio limiting to turbochargers, and is less diversified than
its close peer BorgWarner Inc. (BBB+/Stable). Garrett's sales
volumes are also more exposed to electrification transition than
core component manufacturers like CIE Auto and Gestamp.

Despite its niche business profile, Garrett has some of the
strongest EBITDA and FCF metrics in its auto supplier portfolio,
aided by its focus on high value-added products, low cost base, and
asset-light operating model. Its profitability and cash flow
generation are aligned with the 'a' rating category median in its
criteria for auto suppliers.

Key Assumptions

- Flat revenue in 2024, followed by growth of low-to-mid single
digits, driven by turbo charger penetration and new product
ramp-up

- EBITDA margin gradually trending toward 16% to 2027

- Partial working capital reversal in 2024

- Capex at 2.5%-2.8% of revenue to 2027 (while significant research
and development costs are expensed)

- Share repurchases totalling USD350 million in 2024 and no
dividend distributions to 2027

RATING SENSITIVITIES

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

- Successful portfolio transition to electrification products while
maintaining a strong financial profile

- EBITDA leverage below 2.5x on a sustained basis (revised up from
2.0x on updated sector and peer positioning).

- EBITDA net leverage below 2.0x on a sustained basis

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

- EBITDA margin below 12% on a sustained basis

- FCF margin below 2.5% on a sustained basis

- EBITDA gross leverage above 3.0x (revised up from 2.5x)

- EBITDA net leverage above 2.5x

- EBITDA interest coverage lower than 3.0x

Liquidity and Debt Structure

Ample Liquidity: Garrett ended 1H24 with about USD100 million cash
on its balance sheet after reducing debt and repurchasing shares by
a combined USD370 million. Its USD600 million revolving credit line
was untapped at end-June 2024. Fitch expects working capital to
reverse to inflows on the back of flat sales volumes, easing raw
material prices, and improving supply chain. Its forecast of solid
FCF generation to 2028 further supports Garrett's daily operations.
In addition, the company has access to a factoring programme to
fund its receivables. At end-2023, utilisation was around USD7
million.

Distant Bullet Debt Structure: Garrett has a distant bullet capital
maturity profile and does not have material maturity to 2027. With
the placement of its new unsecured US dollar facility, Garrett's
financing is diversified in both security and interest-rate type
and its longest-dated maturity has been extended to 2032 from
2028.

Issuer Profile

Spun-off from Honeywell in 2018, Garrett is a global automotive
supplier. It designs, manufactures and sells highly engineered
turbocharger and electric-boosting technologies for light and
commercial vehicle OEMs and the global vehicle independent
aftermarket as well as providing automotive software solutions.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt                Rating         Recovery   Prior
   -----------                ------         --------   -----
Garrett Motion, Inc.    LT IDR BB-  Affirmed            BB-

Garrett Motion
Holdings Inc.

   senior secured       LT     BB+  Affirmed   RR2      BB+

   senior unsecured     LT     BB-  Affirmed   RR4      BB-  

Garrett LX I S.a r.l.

   senior unsecured     LT     BB-  Affirmed   RR4      BB-




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

PETKIM PETROKIMYA: Fitch Lowers LT Foreign Currency IDR to 'CCC+'
-----------------------------------------------------------------
Fitch Ratings has downgraded Petkim Petrokimya Holdings A.S.'s
(Petkim) Long-Term Foreign-Currency Issuer Default Rating (IDR) to
'CCC+' from 'B-'.

The downgrade reflects continuing weakness in the European chemical
market, which Fitch expects to lead to Petkim's weak profitability
at least until 2025 and continued high leverage. Fitch forecasts
Petkim will maintain double-digit EBITDA net leverage in 2024 and
2025 before it improves to a still high level of 6.0x in 2027. The
company is also reliant on short-term working capital funding and
continued rollover of upcoming debt maturities, resulting in a
tight liquidity position.

Fitch has withdrawn Petkim's senior unsecured rating because the
bonds were repaid in 2023.

Key Rating Drivers

Weak Results Persist: Petkim continues to report weak quarterly
results due to demand weakness, oversupply in its key products and
high freight costs. Cash flow from operating activities amounted to
TRY211 million in 6M24, versus TRY2.5 billion in 6M23. Fitch
expects Petkim's profitability to improve from 2026, subject to an
improving macro backdrop in the European chemical sector.

Soft Environment: European chemical demand is recovering modestly
from the very depressed levels of 2023. High interest rates
continue to dampen demand from the construction sector, while most
value chains are grappling with global overcapacities, and
downstream customers are refraining from restocking. The weak
prospects for European chemical companies are reflected in cautious
projections of volume recovery for Petkim.

Leverage to Remain High: Fitch now expects leverage to remain high
for longer than previously projected due to only gradual
improvement expected in the macro environment for European chemical
companies. Fitch forecasts Petkim's EBITDA net leverage will reach
double digits in 2024 and 2025 and will remain high at 6.0x also in
2027, which is underlined in the downgrade.

Liquidity Remains Tight: Fifty-six per cent of Petkim's debt was
short-term at end-June 2024 and related to working-capital funding.
Petkim has informed Fitch that the availability of credit lines
from Turkish banks has improved in 2024 compared with 2023. Petkim
has been able to successfully roll over upcoming debt maturities
and Fitch assumes the company will maintain good bank access.
However, Fitch views liquidity as a significant risk for Petkim.

Covenant Waiver Received: Petkim received a waiver for its breach
of a maintenance covenant on its JP Morgan USD300 million loan in
2023 and 1H24. Fitch assumes further waivers will be forthcoming in
case of breaches.

Cost Control: Petkim revised its raw materials procurement
agreement with STAR Refinery in 2023, where Petkim owns a 12%
stake. It currently has the ability to procure naphtha from STAR
Refinery as well as external parties, depending on prices offered.
Fitch views the additional flexibility in feedstock sourcing as
positive for Petkim. The company currently sources around half of
its naphtha needs from STAR Refinery.

Small-Scale Commodity Producer: Petkim is a Turkish commodity
chemical producer, making plastics and intermediates from naphtha.
It has a strong position in the domestic market; however, its small
scale and single-site operations with limited integration are key
weaknesses in its business profile.

Turkish Lira Impact Manageable: Almost 80% of total cash costs are
denominated in US dollars, which is the currency of Petkim's
purchase of its major feedstock, naphtha. Simultaneously, the
majority of sales is denominated in US dollars and euros, or with
lira prices indirectly indexed to US dollar benchmarks, somewhat
offsetting foreign-exchange risk related to Petkim's largely US
dollar-denominated debt.

Rating on Standalone Basis: Under Fitch's "Parent and Subsidiary
Linkage Rating (PSL) Methodology," Petkim is rated on a standalone
basis. Nevertheless, Fitch notes increasing support from the
ultimate majority parent SOCAR and may reassess the rating approach
if ties between Petkim and SOCAR strengthen further under Fitch's
PSL Rating Criteria.

Derivation Summary

Petkim is a small commodity producer comparable to Turkiye-based
Sasa Polyester Sanayi Anonim Sirketi (B/Negative). Fitch expects
Petkim to have a sharper increase in leverage and lower margins
over 2024-2027. The company also has lower domestic market shares
and growth prospects. Sasa Polyester is a manufacturer of polyester
stable fibres and yarns and, unlike Petkim, has an ambitious
expansion programme, which entails execution risk.

Other Fitch-rated, commodity-focused EMEA chemical companies
include Roehm Holding GmbH (B-/Stable) and Nobian Holdings 2 BV
(B/Stable). Roehm has a leading position in methacrylates in Europe
with better geographical diversification, but is also exposed to
raw-material volatility and has a highly leveraged capital
structure.

Nobian is a fully vertically integrated European leader in the
production of salt, chlor-alkali (chlorine and its co-product
caustic soda) and chloromethanes. The company is also the largest
and second-largest merchant producer, respectively, for chlorine
and caustic soda in Europe and the largest chloromethane producer.

Key Assumptions

- Naphtha prices following crude oil price under Fitch's latest
price deck

- Average US dollar-Turkish lira rates of 33.52 in 2024, 38.17 in
2025, 42.17 in 2026-2027

- EBITDA margin of around 2% in 2024, and on average at around 5%
in 2025-2027

- Capex at USD140 million per annum in 2024 -2025, further
increasing to around USD245 million in 2026 and normalising to
USD150 million in 2027

- No dividends paid to Petkim's shareholders

- No dividends received from STAR Refinery in 2024 and 2025, USD40
million annually in 2026 and 2027

RATING SENSITIVITIES

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

- Strengthening of ties with the parent SOCAR under Fitch's PSL
Rating Criteria may result in the reevaluation of its rating
approach and incorporation of a rating uplift for parental support

- EBITDA net leverage below 5.0x and EBITDA gross leverage below
5.5x on a sustained basis

- EBITDA interest cover consistently above 1.5x

- Improvement in liquidity on a sustained basis

- Sustained improvement in EBITDA margins above 10%

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

- Inability to roll over short-term maturities or a deteriorating
liquidity profile

- Longer than currently expected deterioration in Petkim's sales
volumes and EBITDA margins

Liquidity and Debt Structure

Tight Liquidity: At end-June 2024, Petkim had around TRY5 billion
of cash and cash equivalents versus TRY22 billion of short -term
debt. Short-term debt includes TRY2.9 billion of liabilities
resulting from letters of credit and a murabaha loan for naphtha
procurement that Fitch treats as debt.

Petkim successfully repaid its USD500 million bond in January 2023
with cash and a USD300 million three-year term loan but it remains
highly reliant on domestic banks, rollover of short-term debt and
support from the parent.

Fitch also expects Petkim to hold a cash balance of USD120
million-USD150 million in 2024-2027, which is below historical
levels. This may lead to increased reliance on short-term funding
in case of material working-capital swings. Material short-term
funding is common among Turkish corporates, but it exposes Petkim
to systemic liquidity risk.

Issuer Profile

Petkim is a small Turkish petrochemical producer with 3.6 million
tonnes annual gross production capacity including commodity
chemicals. Petkim has fully integrated single-site operations with
50%-60% domestic sales.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt             Rating             Prior
   -----------             ------             -----
Petkim Petrokimya
Holdings A.S.        LT IDR CCC+  Downgrade   B-

senior unsecured     LT     WD    Withdrawn   B-


RONESANS HOLDING: Fitch Gives 'B+(EXP)' Rating on USD Unsec. Bond
-----------------------------------------------------------------
Fitch Ratings has assigned Ronesans Holding A.S.'s proposed US
dollar-denominated bond an expected long-term senior unsecured
rating of 'B+(EXP)'. The Recovery Rating is 'RR4'. The bond will
rank equally with Ronesans' existing unsecured debt. The Recovery
Rating is constrained by a 'RR4' ceiling to recoveries in Turkiye.

Fitch expects the proceeds to be used to fund upcoming maturities,
and investments in new projects. The targeted size of the issuance
is USD300 million. The bond is guaranteed on an irrevocable
unconditional and timely basis by Ronesans' key construction
operating subsidiaries, which ensures that all unsecured debt in
the group is ranked equally and there is not structural
subordination.

The assignment of final ratings is subject to the completion of
funding and final documentation conforming to information reviewed
by Fitch.

Key Rating Drivers

Large Investments Increase Business Risk: Fitch expects Ronesans
will make substantial equity investments in large infrastructure
and public-private partnership (PPP) projects over the next three
years. While they will increase operational and delivery risk and
add to group complexity they will be offset by related construction
contracts during the build phase. Fitch expects the company to
increase borrowing to fund its equity investments.

Fitch expects investments in the Ceyhan polypropylene plant and
related port terminal to be largely funded by non-recourse debt,
but Ronesans' business risk will increase, in its view. Any
extraordinary support by Ronesans for the projects, should there be
delays, cost overruns or operational underperformance may result in
a full consolidation with Ronesans with a negative rating impact.
Fitch expects consolidated negative free cash flow (FCF) in the
next two years, followed by a reversal as dividends from the
projects are realised.

FX/Inflation Risks Mitigated: Ronesans' business profile is
supported by diversification of revenues into euros and US dollar
through its ownership of Ballast Nedam and other non-Turkish
construction contracts. In 2023, just over 50% of revenues were in
hard currency (US dollars or euros), mitigating the risks of
operating in Turkiye, which is marked by hyper-inflation and a
depreciating lira.

Fitch expects revenues from Turkiye-based projects to be about
60%-70% of total revenues, which will moderately increase business
risk. However, virtually all of Ronesans' new lira-denominated
construction contracts are linked to hard currencies or inflation.
The cost and revenue risks resulting from hyperinflation are also
offset by the higher EBITDA margins on construction activity in
Turkiye than in Europe.

Stronger Margins Reflect Higher Risks: Fitch forecasts consolidated
EBITDA margins at 11.5% for 2025, higher than engineering and
construction (E&C peers)', but reflecting its higher domestic
operating risks. Fitch expects Ronesans' EU-based business, Ballast
Nedem, to have lower margins and lower secured backlog, reflecting
its smaller, lower-risk projects including for local authorities.
Ballast Nedem generates consistent hard currency-based revenues and
EBITDA.

Substantial Hard-Currency Liquidity: Ronesans' substantial US
dollar and euro cash balances and cash pooling for core
construction operations substantially offset liquidity risks by
covering all debt repayments for 2024. It reported cash in various
currencies of TRY24.3 billion-equivalent (EUR640 million) at 1H24,
of which EUR283 million was held in hard currencies offshore in
non-Turkish banks. Similar to E&C peers, Fitch views part of its
cash balance (1.5% of revenues) as restricted for near-term working
capital swings similar to 2022 and 2023.

Leverage to Increase: Fitch expects Ronesans' EBITDA gross leverage
to rise to 3.5x at end-2024, which is weak for the rating,
reflecting its investments in non-recourse concessions, before
falling swiftly to below 3x in 2025. The fall will be driven by
construction cash flows from the concession build phase and
followed by increased dividend inflows from 2027 onwards. Fitch
expects it to maintain cash balances at 1x EBITDA to fund modest
working capital needs and to offset the lack of committed liquidity
facilities in the Turkish market.

Weak Interest Coverage: Fitch expects EBITDA interest coverage to
be weak for the rating for 2024 at around 2.0x before it improves
to above its negative rating sensitivity (2.5x).

Derivation Summary

Ronesans is similar in size to Webuild S.p.A. (BB/Positive), and in
revenue to Kier Group PLC (BB+/Stable). Fitch expects Ronesans to
maintain similar gross leverage to WeBuild at over 3x for 2025,
before it falls swiftly in 2026, driven by EBITDA growth. However,
Ronesans is constrained by its exposure to Turkiye and additional
risks relating to its concession developments.

Ronesans has a lower exposure to large customers than WeBuild. A
majority of Ronesans' contract counterparties in Turkiye are linked
to, or are departments of, the Turkish government, similar to Kier
that largely contracts with the UK government under framework
agreements. Kier and Ronesans are both largely protected from cost
inflation under their contracts as part of a comprehensive
risk-sharing arrangement.

Ronesans has a smaller committed backlog than both WeBuild and Kier
but this is offset by the smaller contract size in its European
operations and numerous small infrastructure projects with the
Dutch government. Ronesans has a slightly weaker business profile
than Webuild as its superior diversification is offset by its
exposure to Turkiye, but they share a similar financial profile.
Ronesans has significant asset ownership compared with WeBuild and
Keir, through its majority stake in Ronesans Gayrimenkul Yatirim
A.S.

Key Assumptions

- Euro at 40.5 lira at end-2024 and 44.1 at end-2025, in line with
Fitch's global economic assumptions

- Cumulative equity contribution to new concessions and joint
ventures of EUR775 million for 2024-2026, of which EUR708 million
is still to be funded

- Consolidated EBITDA margin of 10.5% in 2024, rising to 12% in
2025 and 2026, driven by new orders. The latter will substantially
be indexed to Turkiye's inflation, Turkish lira rates versus euros
or US dollar or paid in hard currencies.

- Dividend distribution to shareholders of EUR50 million per year
to 2028

- Consolidated capex at 2.5% of revenues to 2028

- Restricted cash for working capital set at 1.5% of revenues

Recovery Analysis

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

- Its GC value available for creditor claims is estimated at about
TRY25.84billion, assuming GC EBITDA of TRY6.46 billion.

- GC EBITDA assumes a failure to generate positive FCF as a result
of poor performance of construction contracts. The assumption also
reflects corrective measures taken in reorganisation to offset the
adverse conditions that trigger its default

- A 10% administrative claim

- An enterprise value (EV) multiple of 4.0x is applied to GC EBITDA
to calculate a post-reorganisation EV. The multiple is based on
Ronesans Holding's core operations in engineering and construction
and is aligned with its peers.

- Fitch estimates the total amount of senior debt claims at TRY20.2
billion, based on the issue of its USD300 million five-year bond

- These assumptions suggest a recovery rate for the senior
unsecured instrument within the 'RR3' range, but limitation of
recovery ratings in Turkiye constrains this to 'RR4', corresponding
to the company's Long-Term Foreign-Currency DR at 'B+'. The
principal and interest waterfall analysis output percentage on
current metrics and assumptions is also capped at 50%.

RATING SENSITIVITIES

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

- EBITDA gross leverage falling below 2.5x

- EBITDA net leverage below 1.5x

- Neutral-to-positive FCF

- EBITDA interest coverage greater than 3x

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

- EBITDA gross leverage above 3.5x from 2025

- EBITDA net leverage above 2.5x

- EBITDA interest coverage remaining below 2.5x

- Evidence that the recourse group is providing material financial
support or guarantees to underperforming, non-recourse projects

Liquidity and Debt Structure

Significant Funding Needs: At 1H24, Ronesans had reported cash of
TRY24.3 billion (EUR640 million), most of which was held in hard
currencies in offshore accounts and is enough to cover expected
negative FCF and debt maturities in 2024. Ronesans operates a
comprehensive cash-pooling system for its recourse businesses,
except its real estate company, which is available to cover
liabilities across the group. However, Fitch expects Ronesans to
increase gross debt to fund planned equity investment in new
concessions business and to continue to rely on locally sourced
short-term debt, as is typical in Turkiye. Fitch expects the
proposed issuance to refinance existing hard-currency borrowings
and high-interest local-currency drawings.

Complex Debt Structure: Ronesans has a complex group structure with
debt raised both at the holding company and at its construction and
non-recourse subsidiaries to fund construction projects before they
generate cash flow. The company does not have committed undrawn
facilities for its Turkish operations, and relies on cash and
additional borrowing to cover working capital and investment
requirements.

Issuer Profile

Ronesans is a Turkiye-domiciled Europe and Middle-East focused E&C
company, with minority and majority interests in a range of energy,
transport and healthcare concessions.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

Ronesans has an ESG Relevance Score of '4' for Group Structure due
to the complexity of its subsidiary holdings and funding structure,
which has a negative impact on the credit profile, and is relevant
to the ratings in conjunction with other factors.

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

   Entity/Debt             Rating                   Recovery   
   -----------             ------                   --------   
Ronesans Holding A.S.

   senior unsecured     LT B+(EXP)  Expected Rating   RR4




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

BELRON UK: Fitch Gives 'BB+(EXP)' Rating on Senior Secured Notes
----------------------------------------------------------------
Fitch Ratings has published Belron Group S.A. (Belron; BB/Stable)
proposed EUR and USD million senior secured notes to be issued by
financing entity Belron UK Finance Plc an expected senior secured
debt rating of 'BB+(EXP)' with a Recovery Rating (RR) of 'RR2'. The
assignment of final rating is subject to final documentation
confirming to information already received.

The rating action follows an earlier announcement made by D'Ieteren
Group, Belron's majority owner, of planned extraordinary dividend
distribution by Belron totalling EUR4.3 billion. Belron later
provided more detail stating they aim to issue a mix of new senior
secured debt to repay all existing debt and pay the dividend.

The Issuer Default Rating (IDR) reflects its expectation of
weakened financial flexibility post-transaction, with EBITDA net
leverage projected at around 4.5x for 2024-2028, compared with its
earlier expectation of 2.5x. Belron's business-profile strengths,
including strong market shares and steady consumer relationships
will continue to drive positive free cash flow (FCF) generation and
deleveraging potential, supporting the Stable Rating Outlook.

Fitch applies its generic approach to RRs for instruments issued by
corporates with IDR in the 'BB' rating category. Fitch thus views
the existing and proposed senior secured instruments as category 2
first-lien debt and rate them at one notch above the IDR.

Key Rating Drivers

Large Dividend Recap Planned: D'Ieteren Group's announcement states
that Belron would raise EUR8.1 billion in new debt. The proceeds,
combined with available liquidity, will be used to refinance its
existing EUR4.3 billion TLB facilities and fund a EUR4.3 billion
extraordinary dividend. This effectively doubles the company's
existing debt, significantly affecting its leverage metrics.
Although this will sharply raise interest expenses, Belron's robust
FCF generation should comfortably absorb the additional costs.

Leverage Outlier: The debt issue will result in Belron's capital
structure being the primary rating weakness. Its leverage ratios
will be weaker than Fitch's 'B' category medians in its criteria
for service companies. Fitch projects Belron's EBITDA net leverage
to exceed the negative IDR sensitivity of 5.0x at end-2024, with an
anticipated return to below this level in two years. Despite strong
pre-dividend FCF margins, Fitch expects continued generous dividend
distributions post-transaction to limit the pace of deleveraging,
resulting in a post-dividend FCF margin at slightly above 1%.

Capital-Allocation Policy Key: Belron's strong cash flows and high
dividend distributions are central to its deleveraging capacity. It
has a solid record of managing leverage and Fitch expects this to
continue following this one-off transaction, thereby supporting the
ratings. Shifts in its capital-allocation policy increasing its
forecast leverage metrics would drive further negative rating
action.

New Instrument Rating Uplift: The new instrument ratings reflects
their equal ranking, operating company guarantees and security
package with other senior secured debt and its revolving credit
facility (RCF). Fitch expects the new instruments will be
cross-collateralised with other senior secured debt with no
material subordination. Fitch rates Belron's category 2 first-lien
debt at one notch above its IDR, in line with its generic approach
for rating instruments of companies with 'BB' category IDRs.

Scale a Competitive Advantage: Belron is one of the biggest service
companies among its Fitch-rated peers, with EBITDA above EUR1
billion. Fitch views Belron's business profile as strong, with
leading market shares in Europe and North America as key factor
driving its strong profitability. Belron's scale in its chosen
markets gives it a significant competitive advantage over its
smaller, regional competitors, underpinning its strong business
profile.

Strong Profitability: Fitch forecasts Belron's EBITDA margin at
around 22% in the short-to-medium term, which is higher than the
'A' rating category median of 18% in its criteria for services.
Belron has low capex at around 2% of revenues, and the majority of
its costs are variable. This was tested during the pandemic when
road traffic fell sharply, but its EBITDA margin was maintained at
well above 10%. The requirement for specialist windshield
calibration services as the penetration of advanced
driver-assistance system (ADAS) increases will, in its view, be the
main driver of increasing profitability.

Customer Diversification: Most of Belron's revenues (77% in 2023)
stem from its contracts with insurers. It has no significant
concentration on a single insurer or end-customer. Fitch sees
similar diversification in Belron's suppliers. Belron has
contracted suppliers for almost all vehicle model ranges, in all of
the geographies it operates in. This enables continued service
without disruptions and limits its counterparty risks.

Stable Customer Relationships: Belron's contracts with insurers is
short-term in nature, resulting in renewal risk. This is mitigated
by Belron's strong record of contract renewals, benefiting from the
breadth of its service area, quality and cost of services. The
quality of its services is measured by customer surveys, which
serve as one of the key inputs for contract renewal. Belron's brand
awareness is also significantly stronger than that of its the
smaller competitors, making it a go-to choice for customers.

Limited Range of Services: As windshields get more sizeable and
complex, with increasing ADAS installations and accelerating
electric vehicle transition, Fitch expects Belron's revenues from
recalibration of windshields to gradually increase. As the change
is mainly regulatory-driven, especially in Europe, Fitch expects
the shift to be rapid and margin-accretive. Nevertheless, Fitch
deems these services as being broadly in line with its vehicle
glass repair and replace (VGRR) business, with no meaningful
diversification to other auto service opportunities.

Derivation Summary

Belron is one of the largest service companies in its
publicly-rated portfolio. Its nominal revenues and EBITDA margin
are comparable to Rentokil Initial Plc's (BBB/Stable) and The
Bidvest Group Limited's (BB/Stable). Belron's size ensures strong
market shares, resulting in profitability that is similar to Sodexo
SA's (BBB+/Stable).

Fitch views Belron's contracts as short-term, which exposes the
company to frequent negotiations with insurers. However, this risk
is mitigated by strong consumer relationships and high renewal
rates with insurance companies.

Belron's EBITDA margins of around 22% are in line with the 'A'
rating category median in its criteria for service companies.
However, its FCF is weaker due to substantial shareholder payments.
Fitch predicts that Belron's management will follow through with
their plan to reduce debt post-transaction. Fitch expects
Fitch-adjusted EBITDA net leverage to approach 4.8x by end-2026,
slightly higher than its 'B' rating category median of 4.5x for
service industries. This is also slightly above its forecasts for
lower-rated service companies like Irel Bidco S.a.r.l. (B+/Stable)
and Circet Europe SAS (B+/Positive).

Key Assumptions

- Mid-single-digit revenue growth during 2024-2028, driven by
increased number of jobs and price increases;

- EBITDA margin remaining around 22% during 2024-2028, supported by
successful cost control and continued recalibration penetration;

- Capex at around 2% of revenue to 2028;

- Common dividend of EUR300 million per annum;

- Small bolt-on acquisitions of EUR50 million per year to 2028.

RATING SENSITIVITIES

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

- A sustainable FCF margin above 2%, combined with EBITDA net
leverage below 4.0x.

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

- Evidence of significant contract losses or like-for-like sales
decline with an EBITDA margin below 15% on a sustained basis;

- EBITDA net leverage consistently above 5.0x;

- FCF margin below 1% on a sustained basis.

Liquidity and Debt Structure

Good Liquidity Post-Refinancing: At the end of 2Q24, Belron
reported EUR532 million in cash and cash equivalents. The company
also has access to a EUR1,140 million committed RCF that matures in
May 2029. Fitch forecasts a positive FCF margin from 2024 until the
end of its forecast horizon in 2028. This is supported by low capex
and low working-capital requirements, which partially offset
Fitch's assumption of further dividend distributions.

Issuer Profile

Belron is the global leader in VGRR and recalibration. Belron
operates in 37 countries across six continents, and employs 29,000
staff with 2023 revenue of EUR6 billion.

Date of Relevant Committee

20 September 2024

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt              Rating           Recovery   
   -----------              ------           --------   
Belron UK Finance Plc

   senior secured       LT BB+(EXP)  Publish   RR2


MARTLET GROUP: FRP Advisory Named as Joint Administrators
---------------------------------------------------------
The Martlet Group Ltd was placed to administration proceedings in
the High Court of Justice, Court Number: CR-2024-005670, and Philip
Lewis Armstrong and Philip James Watkins of FRP Advisory were
appointed as administrators on Sept. 27, 2024.  

Martlet Group, trading as ORRO Bikes; I-Ride, is a performance
cycling brand.

Its registered office is at Unit S, Swallow Enterprise Park Diamond
Drive, Lower Dicker, Hailsham, BN27 4EL to be changed to c/o FRP
Advisory Trading Limited, 110 Cannon Street, London, EC4N 6EU.  Its
principal trading address is at Site K, Swallow Enterprise Park,
Diamond Drive, Lower Dicker, Hailsham, East Sussex, BN27 4BW.

The joint administrators can be reached at:

         Philip Lewis Armstrong
         Philip James Watkins
         FRP Advisory Trading Limited
         110 Cannon Street
         London, EC4N 6EU

For further information, contact:
                  
         The Joint Administrators
         Tel No: 020 3005 4000

Alternative contact:

         Ashly Sunny
         Email: Ashly.sunny@frpadvisory.com


OEG FINANCE: Fitch Rates EUR465MM Secured Notes Due 2029 'BB-'
--------------------------------------------------------------
Fitch Ratings has assigned OEG Finance PLC's EUR465 million secured
notes due 2029 a final senior secured rating of 'BB-'. The Recovery
Rating is 'RR3'. The notes are jointly and severally guaranteed by
OEG Global Limited (B+/Stable; OEG) and certain subsidiaries that
make up 91% of the group's EBITDA.

OEG is using the proceeds of the notes to repay existing
liabilities (including a bridge facility used to refinance prior
debt), pay a dividend to its shareholders and for general corporate
purposes.

OEG's rating reflects its market leadership in the cargo carrying
units (CCUs) market for the offshore oil and gas industry, good
revenue visibility based on low customer churn rates, and its
forecast of EBITDA gross leverage of 4x in 2024 declining towards
3.2x by 2027. It also reflects its overall small scale, exposure to
cyclical end markets and meaningful execution risks in achieving
M&A driven-growth.

Key Rating Drivers

Market Leader in Niche Market: OEG is the market leader by fleet
size in the consolidated CCUs market for offshore oil and gas. It
holds top-three positions in most regions such as Europe, APAC, and
the Middle East and Africa. Its large fleet allows it to extract
economies of scale from its largely fixed-cost base but also meet
orders from large multi-national energy companies and therefore
form long-term partnerships.

In the fragmented offshore wind market, OEG has presence in most
key hubs such as the UK, north-west Europe and Taiwan. Overall, its
product offering is relatively standard with no opportunities to
cross-sell or offer new services to customers but Fitch expects
this to improve as the services-focused renewables segment grows
over 2024-2027.

Comfortable Leverage; Small Scale: The rating is supported by OEG's
moderate leverage profile. Fitch forecasts Fitch-adjusted EBITDA
gross leverage at 4x for 2024 and to trend towards 3.2x by 2027
driven mainly by inorganic EBITDA growth. Fitch forecasts EBITDA
for the CCUs segment to grow by around 12% between 2024 and 2027
aided by stable volumes and growth in rental rates of 2%-3%. For
renewables Fitch forecasts EBITDA to grow by around 25% between
2024 and 2027 supported by revenue growth of 7%-9% a year. OEG's
scale remains modest compared with peers despite forecast growth
and is a constraint on its rating.

Supportive Financial Policy: Fitch views management's target EBITDA
net leverage (company definition) of 2.5x-3.5x as fairly
conservative compared with similarly-rated peers. Fitch understands
from management that inorganic growth through bolt-on acquisitions
will be prioritised over shareholder distributions.

Meaningful Execution Risks: Fitch believes there are meaningful
execution risks to management's plan of scaling up its renewables
segment. This is due to the current uncertain status of the
offshore wind industry, with developers facing several structural
issues such as high cost of capital and equipment and supply chain
issues.

The services industry for offshore wind is also fragmented,
potentially exposing OEG to increased competition. Fitch thinks
this is mitigated by long-term positive industry fundamentals
underpinned by the energy transition and management's long record
of M&A-driven growth. OEG's more established CCUs segment should
also support the consolidated business in 2024-2027 as oil and gas
is still a big part of the global energy mix.

Good Revenue Visibility: Fitch assesses 50%-75% of OEG's EBITDA as
recurring. This reflects very low customer churn in the CCUs
segment but lower revenue visibility in the largely project-based
renewables segment. In the CCUs segment, customer churn for large
customers is in the low single digits due to customers' preference
for quality and timeliness of services over cost. The cost of
leased assets often reflects a very small share of customers'
opex/capex.

In renewables, OEG is less shielded from competition but Fitch
believes its strong presence in key hubs such as the UK should help
it form long-term partnerships with large utilities and energy
groups, especially as developers also prioritise execution over
price.

Cyclical End-Markets: OEG predominantly caters to two volatile
end-markets: the offshore oil and gas (O&G) industry and the wind
industry, although Fitch believes there are some mitigants. In the
CCUs market, OEG's leased unit demand is driven by the number of
offshore rigs and platforms with a focus on maintenance, making it
less exposed in the short term to volatile oil prices. The leased
units are used for transport of food, equipment or waste. In the
renewables markets, where the sector is facing some structural
issues, Fitch believes long-term fundamentals remain positive,
driven by the energy transition.

Service Offering Embedded in Rental Offering: Although rental
dominates EBITDA (about 75%), Fitch expects the share to decline to
around 70% by 2027. There are limited instances where OEG provides
a pure rental-only offering. The service offering is well embedded
into the rental offering including design, manufacturing,
installation, maintenance, inspection required for certification,
and disposal.

Derivation Summary

Fitch compares OEG with other business services peers with strong
competitive positions and high visibility over recurring revenues,
including French telecoms provider Circet Europe SAS (B+/Positive),
reusable packaging container pooling solutions provider Irel BidCo
S.a.r.l. (IFCO; B+/Stable), German sanitary/toilet cabins,
containers and ancillary products and services provider TTD Holding
III GmbH (B/Stable) and Albion HoldCo Limited (BB-/Stable), owner
of UK-based temporary power and energy supply provider, Aggreko
plc.

Fitch views Circet's business profile as stronger than OEG's due to
its larger scale and strong free cash flow (FCF) generation
capacity. Circet is more of a regional leader whereas OEG is a
leader in several regions (Europe, Australia/New Zealand,
south-east Asia), with cross-border customers. While both are
exposed to one or two end-markets, Circet's telecom end markets are
less cyclical than OEG's energy. Fitch thinks this is partly offset
by OEG's better customer diversification. Both benefit from similar
revenue visibility supported by recurring EBITDA of 50%-75%.

Fitch sees IFCO's market position, diversification and revenue
visibility as comparable with that of OEG. Both are leaders in
their markets and derive a large share of their revenues from
standard product offerings on a rental basis. However, Fitch
expects OEG's product offering to become increasingly more complex
as its services-focused renewables segment grows.

Like OEG, IFCO's food-related end markets are limited to one or two
applications but Fitch believes they are less cyclical than OEG's
energy end-markets. Conversely, OEG benefits from better customer
and geographical diversification as IFCO is concentrated in one
region (Europe 70% of revenues) and its top 10 customers represent
50% of volumes. Fitch expects OEG to maintain stronger leverage
metrics than IFCO in 2024-2025.

OEG's scale is similar to TTD's as measured by EBITDA and the
latter is also exposed to cyclical end-markets (construction). TTD
is less geographically diversified than OEG but has better customer
diversification and a stronger market position. Fitch expects OEG
to maintain stronger leverage metrics than TTD.

Fitch views Albion's business profile as stronger than OEG's, aided
by the former's significantly larger scale, leading global market
position and diversification with mixed end markets and no reliance
on any single customer.

Key Assumptions

Key Assumptions Within Its Rating Case for the Issuer:

- CCUs revenue to grow by 6% in 2024 and average 3% in 2025-2027

- Renewables revenue to grow by 27% in 2024 and average 8% in
2025-2027

- Fitch EBITDA margins excluding M&A stable at around 28%

- Capex in line with management guidance

- No common dividends

- M&A spending of USD20 million on average a year in 2024-2027

Recovery Analysis

The recovery analysis assumes that OEG would be considered a going
concern in bankruptcy and that it would be reorganised rather than
liquidated.

Post-restructuring going-concern EBITDA of USD80 million reflects a
potential loss of the top one to two customers in each of OEG's
segments, and margin erosion in renewables projects. It also
assumes moderate market recovery after restructuring and management
efforts to improve performance.

Fitch used a distressed enterprise value multiple of 5.0x to
calculate a post-reorganisation valuation, reflecting OEG's small
size and exposure to cyclical end markets, but also its leading
market position in the CCUs market, good revenue visibility and
moderate barriers to entry stemming from its market position and
long customer relationships.

Fitch assumes the USD40 million super senior revolving credit
facility is fully drawn at default. Fitch includes around USD32
million of existing pari passu debt to the EUR465 million notes.

After deducting 10% for administrative claims, Fitch's analysis
resulted in a waterfall-generated recovery computation (WGRC) for
the senior secured notes in the 'RR3' band, indicating a 'BB-'
instrument rating. The WGRC output percentage on current metrics
and assumptions was 60%.

RATING SENSITIVITIES

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

- Successful implementation of the expansion strategy leading to an
increase in scale while maintaining EBITDA gross leverage below 4x

- EBITDA interest coverage above 4x on a sustained basis

- Positive FCF generation on a sustained basis

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

- EBITDA gross leverage above 5x on a sustained basis

- EBITDA interest coverage below 3x on a sustained basis

- Operating under-performance resulting from a loss of large
customers, significant pricing or cost pressure or margin-dilutive
debt-funded acquisitions leading to negative FCF on a sustained
basis

Liquidity and Debt Structure

Good Liquidity: OEG's capital structure consists of the secured
notes with minimal other amortising debt outstanding of around
USD30 million as of end-2023. Liquidity is further supported by a
USD40 million revolving corporate facility maturing in 2029 and
positive FCF before acquisitions and divestitures in 2024-2027.

Issuer Profile

OEG is a UK-based leading provider of rental cargo carrying units
to the offshore oil and gas industry, and a service provider to the
renewables industry.

Date of Relevant Committee

20 September 2024

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt          Rating         Recovery   Prior
   -----------          ------         --------   -----
OEG Finance PLC

   senior secured   LT BB-  New Rating   RR3      BB-(EXP)


POLYGLOBAL LTD: Booth & Co Named as Administrators
--------------------------------------------------
Polyglobal Ltd was placed in administration proceedings in the High
Court of Justice, Business and Property Courts in Leeds, Court
Number: CR-2024-LDS-000942, and Philip Booth of Booth & Co was
appointed as administrators on Sept 30, 2024.  

Polyglobal Ltd is a manufacturer of plastic products.

Its registered office and principal trading address is at Church
Street, Thornes Lane, Wakefield, WF1 5QY.

The joint administrator can be reached at:

           Philip Booth
           Booth & Co, Coopers House
           Intake Lane
           Ossett, WF5 0RG

For further information, contact:
           
           Philip Booth
           Email: enquiries@boothinsolvency.co.uk
           Tel No: 01924 263777

Alternative contact: Alistair Barnes


PURE GYM: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed Pinnacle Bidco plc's (Pure Gym)
Long-Term Issuer Default Rating (IDR) at 'B-' with a Stable
Outlook.

The 'B-' IDR reflects the group's high leverage, weak fixed charge
cover ratio, and negative post-capex free cash flow (FCF), which
are balanced by its lean cost structure and leading market
positions in the UK and Denmark in the value gym segment. Fitch
assumes that the leverage increase associated with recent EUR125
million and GBP45 million add-ons to senior secured notes will be
within parameters consistent with a 'B-' rating and cash proceeds
will be used for EBITDA-accretive business expansion.

The Stable Outlook reflects its expectations that Pure Gym should
be able to maintain adequate liquidity, despite material
expansionary capex, as Fitch assumes the company maintains
flexibility to cut it if needed. The Outlook also considers that
Pure Gym is well positioned to benefit from favourable market
dynamics in the budget gym segment, which supports continued profit
growth and gradual deleveraging.

Key Rating Drivers

Solid EBITDA Growth: Fitch forecasts EBITDA to improve to GBP133
million in 2024 (2023: GBP120 million), following continued strong
growth in 1H24, with around 9% growth in members yoy. It is also
supported by an ongoing increase in average revenue per member
(ARPM) exceeding GBP25 per month and well-controlled head office
costs. Fitch-calculated EBITDA is after rents and does not factor
certain items that the company adjusts for. Fitch expects EBITDA
growth to around GBP175million by 2027, aided by the addition of
around 215 new sites and potential acquisitions.

High Leverage: Fitch expects a temporary increase in EBITDAR
leverage to around 7.5x in 2024, due to the debt add-on of around
GBP150 million, from 7.3x at end-2023. The new debt is being used
to facilitate the company's plan to acquire up to 67 gyms in New
York and New Jersey from Blink Fitness, a value gym group based in
the US, as well as to add new sites in the UK. Fitch subsequently
expects leverage to gradually decline towards 7.0x in 2027, driven
by new site maturation and the integration of acquisitions.

Tight Underlying FCF Profile: Pure Gym's strategy entails
continuous expansion, leading to high sustained capital intensity
and negative FCF. It could adjust expansion capex to reduce the
cash outflows, but Fitch estimates that Pure Gym's underlying FCF
would be broadly neutral if the business was run solely for cash
generation instead of reinvesting cash in growth. The underlying
credit quality of the current capital structure places Pure Gym
adequately at the 'B-' rating and hinges on the presence of an
appropriate liquidity reserve with a sizeable revolving credit
facility.

Execution Risk in Expansion: Fitch sees execution risks associated
with around new 190 gym openings assumed for 2024-2027 in the UK,
as there is a risk of over-expansion in the sector, especially if
other gym operators follow suit, even if demand trends currently
appear favourable for expansion. This is somewhat mitigated by
weakened competition post-pandemic and Pure Gym's record of opening
and ramping up new sites, leveraging its market leadership in the
local low-cost gym industry.

Blink Fitness Turnaround: Fitch also acknowledges executions risks
related to turnaround of the business acquired from Blink Fitness,
should Pure Gym win the auction. Unlike in the UK, Pure Gym has
limited presence and brand awareness in the US, currently operating
only three gyms in the country. Fitch assumes Pure Gym would need
to invest in new site refurbishment and business restructuring to
drive profits. At the same time, successful business turnaround
would be positive for the business profile as it would improve
geographical diversification and create additional cash flow.

Low-Cost Business Model: The low-cost business model with caps and
collars on rents and forward contracts on energy partially protect
the group from cost inflation eroding profitability. Fitch
anticipates the EBITDAR margin will remain strong at around 40%-41%
between 2024 and 2027. Fitch expects Pure Gym's value business
model to perform better in a sluggish consumer environment than
traditional peers. This is because its monthly fees are materially
lower than traditional private operators and Pure Gym has no
membership contracts with notice periods.

Derivation Summary

Pure Gym generally operates on higher EBITDAR margins than the
median for Fitch-rated gym operators due to its scale and a
value/low-cost business model. However, due to its accelerated
expansion programme and assumed slower member growth, Fitch does
not expect Pure Gym's profitability to exceed the industry average
over its forecast period. Pure Gym has been taking market share
mainly from its mid-market peers, due to the competitive nature of
its pricing structure.

Fitch views Pure Gym's forecast EBITDAR leverage at 7.5x by
end-2024 as high, but in line with that of similar leisure credits
in the low 'B' rating category. Negative FCF amid an expansion
strategy restricts the IDR.

Pure Gym is rated one notch below its closest Fitch-rated peer,
Deuce Midco Limited (David Lloyd Leisure, DLL; B/Stable), the
premium lifestyle club operator. Pure Gym has a more aggressive
expansion strategy, which carries higher execution risk than for
DLL, resulting in expected weaker FCF generation and higher
leverage. Following the accelerated expansion, Fitch expects Pure
Gym's leverage to trend towards 7.0x by 2027, three years later
than DLL under its capital structure.

Pure Gym has mildly higher profitability than DLL with EBITDAR
margin around 41% due to its low-cost business model, versus around
37% at DLL.

Key Assumptions

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

- Average memberships for 2024 at just above 2.0 million (9% higher
than average 2023 levels) and gradually increasing to 2.4 million
by 2027, benefiting from new gym openings, acquisitions, and the
ramp-up of new gyms.

- Around 48 corporate-owned new gym openings in 2024, followed by
around 190 new gyms in 2025-2027 (54 in 2025, 62 in 2026, and 75 in
2027) and 25 gym closures between 2024 and 2027 in Denmark.

- Average members per gym post-2024 gradually declining to reflect
the ramp-up of new gym openings and smaller format boxes with lower
capacities.

- ARPM gradually increasing to GBP25.5 by 2027 from around GBP24.6
in 2023.

- Sales CAGR of 11% in 2024-2027, supported by increasing ARPM, new
site openings, acquisitions, and the ramp-up of new sites.

- EBITDA margin staying around 22% in 2024 driven by improvement of
operating leverage with growing members and efficiency savings, and
then gradually normalising to 21% by 2027, driven by increased
proportion of maturing gyms, acquisitions, and investment in
franchise sites.

- Fitch-derived EBITDA includes a GBP2 million negative impact from
of its lease treatment against cash lease cost (lease costs
calculated as the sum of right-of-use asset depreciation and P&L
interest cost).

- Capex at around GBP140 million a year, with exception of 2025
when Fitch projects GBP160 million.

- Around GBP98million of acquisition spending in 2024; no
acquisitions in 2025-2027.

- No dividends to 2027.

Recovery Analysis

The recovery analysis assumes that Pure Gym would be reorganised as
a going-concern (GC) in bankruptcy rather than liquidated.

The GC EBITDA estimate of GBP120 million reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level upon which Fitch
bases the valuation of the group. This reflects competitive
dynamics, which are partly offset by a broadly resilient format,
given its lower price point but lack of contracts. Fitch increased
the GC EBITDA by GBP10million from its previous estimate,
considering contribution from new site openings and potential
acquisitions which could be enabled with the recent add-on.

The current Fitch-distressed enterprise value (EV)/EBITDA multiples
for other gym operators in the 'B' rating category have been around
5x-6x. Fitch recognises that Pure Gym has a leading share in the
growing value-gym market, which justifies a 5.5x multiple, although
Pure Gym currently does not have any unique characteristics that
would allow for a higher multiple, such as a significant unique
brand, material franchise revenue or undervalued real-estate
assets.

In the debt waterfall, Fitch assumes GBP176 million RCF, which
ranks super-senior to the senior secured notes, to be fully drawn
upon default. Fitch considered senior secured notes of GBP951
million, after the recent tap issuance of around GBP150 million
equivalent.

After deducting 10% for administrative claims, its principal
waterfall analysis generates a ranked recovery for super senior RCF
in the 'RR1' category, leading to 'BB-' rating, three notches above
Pure Gym's IDR. The waterfall analysis output percentage based on
expected metrics and assumptions is 100%. Based on its assumptions,
a ranked recovery for senior secured debt is in the 'RR4' category,
leading to a 'B-' rating for the GBP951 million equivalent notes.
The waterfall analysis output percentage based on expected metrics
and assumptions is 44%.

RATING SENSITIVITIES

Factors That Could, Individually Or Collectively, Lead To Positive
Rating Action/Upgrade

Growth in membership numbers and revenue from mature sites and
maturing new sites, while continuing to control cost, leading to:

- Funds from operations (FFO) margin trending to 10%;

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

- EBITDAR leverage below 7x on a sustained basis;

- Sustained improvement in liquidity headroom, including from
positive cash flow from operations after working capital and
maintenance capex.

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

- Loss of revenue and decline in profitability due to economic
weakness, increased competition and pressure on pricing leading to
FFO margin consistently below 10%;

- Diminishing liquidity headroom with a substantially drawn
revolving credit facility;

- EBITDAR leverage above 8x on a sustained basis;

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

Liquidity and Debt Structure

Expansion Could Pressure Liquidity: At end-June 2024, Pure Gym had
GBP94 million of cash, on top of the fully available GBP175.5
million RCF. Liquidity was further strengthened by around GBP150
million tap issuance in September.

Based on the rating case, Fitch expects that Pure Gym may draw the
RCF to fund its accelerated expansion strategy in 2025-2027, and
this may put pressure on liquidity. Its forecast excludes GBP32
million of cash that sits above the restricted group from KKR
investment in 2022, which is reported as part of cash by the
company and could provide additional flexibility if down-streamed.

The group has no near-term refinancing risk with the maturity of
senior secured notes and the RCF in 2028.

Issuer Profile

Pure Gym is a leading low-cost gym operator in Europe with 596
owned-sites across UK, Denmark, and Switzerland (as of June 2024).

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt             Rating        Recovery   Prior
   -----------             ------        --------   -----
Pinnacle Bidco plc   LT IDR B-  Affirmed            B-

   super senior      LT     BB- Affirmed   RR1      BB-

   senior secured    LT     B-  Affirmed   RR4      B-


TOGETHER FINANCIAL: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed Together Financial Services Limited's
(Together) Long-Term Issuer Default Rating (IDR) at 'BB' with
Stable Outlook.

Fitch has also affirmed the senior secured notes issued by
subsidiary Jerrold FinCo Plc (FinCo) and guaranteed by Together at
'BB', and the GBP380 million senior payment in kind (PIK) toggle
notes, maturing in 2027 and issued by Together's indirect holding
company Bracken Midco1 PLC (Midco1), at 'B+', with a Recovery
Rating of 'RR6'.

Key Rating Drivers

Niche Segments; Low LTVs: Together's IDR is underpinned by its
long-established franchise in UK specialised secured lending, its
low loan-to-value (LTV) underwriting and its increasingly
diversified, albeit secured, funding profile. The rating also takes
into account the inherent risks associated with lending to
non-standard UK borrowers and the company's increased leverage and
associated funding needs in an interest rate environment which
remains well above pre-2022 levels.

Established Profitable Franchise: Together is a privately-owned UK
non-bank finance provider with a 50-year record of consistent
profitability. Products offered include first- and second-charge
mortgages, buy-to-let mortgages, bridging loans, commercial term
loans and development finance. The company sources around half of
its business directly, with the remainder coming from brokers.

Personalised Underwriting: Loans are secured on UK properties with
fairly conservative LTV ratios, with a decreasing weighted average
origination LTV of 56.8% for the financial year ending 30 June 2024
(FY24; FY23: 58.3%), which mitigates the higher-risk lending
profile relative to mainstream UK mortgage lenders. Underwriting is
more bespoke than mainstream mortgage providers, but Together has
been increasing automation to optimise the process.

Conservative LTVs Mitigate Risk: Together's non-performing loan
ratio (defined as IFRS 9 stage 3 loans/gross loans) increased to
9.1% at end-FY24 (end-FY23: 7.4%) due to loans seasoning. However,
Together's weighted average LTV ratio of 56% at FY24 indicates
significant headroom to absorb collateral valuation declines and
should help limit the ultimate credit losses arising from pressure
on borrowers' repayment capacity amid uncertain economic growth
prospects.

Consistent Profitability: Profitability, defined by pre-tax
income/average assets, remained sound in FY24 at 2.7% (FY23: 2.5%;
FY22: 3.1%), with the loan book commanding higher margins than
those on high street first charge mortgages. Aggregate earnings in
FY24 improved due to the combination of portfolio growth and a
recovering net interest margin as rate rises were passed on to
customers. However, profitability remains sensitive to increasing
impairment charges from recent years' growth, as well as
potentially increased replacement financing costs particularly on
bonds.

Leverage Includes Midco1 Debt: Leverage increased in FY24, with
Fitch-calculated gross debt/tangible equity of 6.2x at end-FY24
(end-FY23: 5.7x) as loan origination exceeded capital generation.
When calculating Together's leverage, Fitch adds Midco1's debt to
that on Together's own balance sheet, effectively regarding it as a
contingent obligation of Together. Midco1 has no separate financial
resources of its own with which to service its debt, and failure to
do so would have considerable negative implications for Together's
own creditworthiness. Positively, Together's profits are largely
re-invested in the business.

Wholesale Funding Reliance: Together's funding profile is
wholesale, via public and private securitisations, senior secured
bonds issued by the financing subsidiary Jerrold FinCo Plc, PIK
notes issued by Bracken Midco 1 PLC and a GBP138 million revolving
credit facility (RCF). Together's total accessible liquidity, which
includes liquidity that can be accessed from the private
securitisations in exchange for eligible assets as well as
potential RCF drawings, was around GBP270 million at end-August
2024 (end-FY23: GBP248 million).

Terms Attached To Funding: Over recent years Together has
consistently demonstrated access to funding lines and diversified
them by both provider and maturity date, but their wholesale nature
leaves them sensitive to pricing pressures and ultimately
refinancing and liquidity risks in volatile markets. The private
securitisations contain a number of performance covenants and the
senior secured bonds and RCF have maximum gearing ratios, which
could become more restrictive in their effect in a deteriorating
credit environment.

RATING SENSITIVITIES

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

Evidence of material asset quality weakness via a significant
decline in customer repayments or reduction in the value of
collateral relative to loan exposures could result in a downgrade.
Weakened profitability with a pre-tax profit/average total assets
ratio approaching 1% would also put pressure on ratings, as would
an increase in consolidated leverage to above 7x.

A significant depletion of Together's immediately accessible
liquidity buffer, for example, via reduced funding access or a need
for Together to inject cash or eligible assets into its
securitisation vehicles to avoid covenant breaches driven by asset
quality would put pressure on ratings.

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

An upgrade is unlikely in the near term. However, continued
franchise growth and diversification could lead to positive rating
action in the medium term, if achieved without deterioration in
leverage or the risk profile.

DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS

Jerrold Finco Plc - Senior Secured Notes

Jerrold FinCo is a group finance subsidiary, for which Together
acts as a guarantor. Fitch regards the probability of default on
the senior secured notes as consistent with the probability of
default of Together, and rate the notes in line with Together's
Long-Term IDR as Fitch expects average recoveries.

Midco1 - Senior PIK Toggle Notes

Midco1's debt rating is notched down from Together's Long-Term IDR
as Fitch takes Midco1's debt into account when assessing Together's
leverage, and Midco1 is totally reliant on Together to service its
obligations. The two-notch differential between Together's
Long-Term IDR and the rating of the senior PIK toggle notes
reflects Fitch's expectation of poor recoveries in the event of
Midco1 defaulting. While sensitive to a number of assumptions, this
scenario would likely only occur when Together was also in a much
weakened financial condition, as otherwise its upstreaming of
dividends for Midco1 debt service would have been maintained.

DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES

JERROLD FINCO PLC - SENIOR SECURED NOTES

The senior secured notes' rating is principally sensitive to a
change in Together's Long-Term IDR, with which it is aligned.
Material increase in higher (or lower) ranking debt could also lead
to upward (or downward) notching of the senior secured notes'
rating, if it affected Fitch's assessment of likely recoveries in a
default scenario.

MIDCO1 - SENIOR PIK TOGGLE NOTES

The senior PIK toggle notes' rating is sensitive to changes in
Together's Long-Term IDR and to Fitch's assumptions regarding
recoveries in a default. Lower asset encumbrance by senior secured
creditors could lead to higher recovery assumptions and therefore
narrower notching from Together's IDR.

ESG Considerations

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

   Entity/Debt             Rating       Recovery   Prior
   -----------             ------       --------   -----
Jerrold Finco Plc

   senior secured    LT     BB Affirmed            BB

Together Financial
Services Limited     LT IDR BB Affirmed            BB
                     ST IDR B  Affirmed            B

Bracken Midco1 Plc

   subordinated      LT     B+ Affirmed   RR6      B+



                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
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Editors.

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