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

                          E U R O P E

          Friday, October 18, 2024, Vol. 25, No. 210

                           Headlines



D E N M A R K

DFDS A/S: Egan-Jones Retains 'B+' Senior Unsecured Ratings


F R A N C E

EUROPCAR MOBILITY: Moody's Cuts CFR to B3 & Alters Outlook to Neg.
MYRRHA SAS: S&P Assigns 'B-' Rating, Outlook Stable
RENAULT SA: Egan-Jones Retains 'BB' Senior Unsecured Ratings
VINCI SA: Egan-Jones Retains BB+ Senior Unsecured Ratings


G E R M A N Y

GHD VERWALTUNG: S&P Affirms 'CCC+' LongTerm ICR, Outlook Stable
K+S AKTIENGESELLSCHAFT: Egan-Jones Retains BB+ Sr. Unsec. Ratings
TECHEM VERWALTUNGSGESELLSCHAFT: Moody's Affirms 'B2' CFR
TECHEM VERWALTUNGSGESELLSCHAFT: S&P Affirms 'B+' ICR, Outlook Neg.


I R E L A N D

ALBACORE EURO V: S&P Assigns B-(sf) Rating on Class F-R Notes
ARMADA EURO III: S&P Assigns B-(sf) Rating on Class F-R Notes
AVOCA CLO XXVIII: S&P Assigns B-(sf) Rating on Class F-R Notes
CARLYLE EURO 2017-3: S&P Affirms 'B-(sf)' Rating on Class E Notes
CONTEGO CLO XIII: S&P Assigns B-(sf) Rating on Class F Notes



L U X E M B O U R G

ALTISOURCE PORTFOLIO: Egan-Jones Cuts Sr. Unsecured Ratings to CCC


N E T H E R L A N D S

ACCELL GROUP: S&P Lowers ICR to 'SD' on Distressed Transaction


N O R W A Y

NORWEIGIAN SHUTTLE: Egan-Jones Cuts Sr. Unsecured Ratings to CCC-


U K R A I N E

UKRAINE: Egan-Jones Lowers Senior Unsecured Ratings to BB-


U N I T E D   K I N G D O M

ATLANTICA SUSTAINABLE: Egan-Jones Retains B- Sr. Unsecured Ratings
BIRMINGHAM EDUCATION: PKF Smith Named as Joint Administrators
BUILDERS' MERCHANT: Begbies Traynor Named as Joint Administrators
FNZ GROUP: S&P Assigns Prelim. 'B-' LT ICR, Outlook Stable
G S UK: Quantuma Advisory Named as Joint Administrators

HAMMERSON PLC: Egan-Jones Retains BB Senior Unsecured Ratings
LIBERTY GLOBAL: Egan-Jones Cuts Senior Unsecured Ratings to BB-
MAXEGAN RECRUITMENT: RSM UK Named as Joint Administrators
OAT TOPCO: S&P Assigned Preliminary 'B' Rating; Outlook Stable
SIG PLC: Moody's Rates Proposed EUR300MM Senior Secured Notes 'B3'

SIMPLY BETTER: Leonard Curtis Named as Joint Administrators


X X X X X X X X

[*] BOOK REVIEW: Taking Charge

                           - - - - -


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D E N M A R K
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DFDS A/S: Egan-Jones Retains 'B+' Senior Unsecured Ratings
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Egan-Jones Ratings Company, on September 26, 2024, maintained its
'B+' foreign currency and local currency senior unsecured ratings
on debt issued by DFDS A/S. EJR also withdrew the rating on
commercial paper issued by the Company.

Headquartered in Copenhagen, Denmark, DFDS A/S operates focused
transport corridors combining ferry infrastructure, including port
terminals and rail connections, and logistics solutions including
door-door full/part loads for dry goods and cold chain as well as
contract logistics for select industries.



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F R A N C E
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EUROPCAR MOBILITY: Moody's Cuts CFR to B3 & Alters Outlook to Neg.
------------------------------------------------------------------
Moody's Ratings has downgraded Europcar Mobility Group S.A.'s (EMG)
corporate family rating to B3 from B2 and its probability of
default rating to B3-PD from B2-PD. Concurrently, Moody's have
downgraded to B1 from Ba3 the rating on the backed senior secured
notes ("the fleet notes") due in October 2026 issued by EC Finance
plc. The outlook for both entities was changed to negative from
stable.

The rating action follows the publication of the company's first
half 2024 results, which reflected a significant deterioration in
operating performance, with corporate EBITDA in H1 2024 becoming
negative and total debt increasing to around EUR5.2 billion, from
EUR4 billion a year earlier.

"The downgrade to B3 reflects the material deviation in the
company's profitability and corporate free cash flow generation in
H1 2024 and Moody's expectation that the corporate free cash flow
will remain negative over the next two years," says Sarah Nicolini,
a Moody's Ratings Vice President - Senior Analyst and lead analyst
for EMG.

"The negative outlook reflects the limited visibility on a
potential recovery in operating performance, while its liquidity is
tight at a time when the company will have to face approaching debt
maturities in 2026," adds Ms Nicolini.

RATINGS RATIONALE

In the first half of 2024, EMG experienced a significant drop in
corporate EBITDA to EUR-9 million compared to EUR152 million in the
same period of last year. The material underperformance was caused
by a significant increase in the average fleet cost per unit,
stemming from a larger fleet size and the implementation of the
premiumization strategy that led to the purchase of higher priced
vehicles. Such increase in costs was not offset by higher revenue
per rental days, amid intense competition and a high availability
of rental vehicles in the market. As a result, EMG's lost market
share in Germany and France and its utilization rate declined.

The decrease in profitability turned corporate free cash flow (FCF)
after interests materially negative and led to an increase in
drawings under the revolving credit facility (RCF). This led to an
increase in corporate debt to around EUR1.1 billion from around
EUR800 million in H1 2023. The fleet debt (including leases) also
increased and reached EUR4 billion in H1 2024, compared to EUR3.2
billion in the prior year. The company's Moody's adjusted
debt/EBITDA ratio increased to 4.7x in H1 2024, compared to 4x in
2023.

Moody's expect EMG's operating performance to remain weak in the
rest of 2024, with corporate EBITDA ranging between EUR50- EUR120
million, compared to Moody's previous expectation of around EUR300
million, and corporate FCF after interests to be in the range of
EUR-360 million to EUR-260 million. Moody's expect Moody's adjusted
pre-tax income margin to be between -6% and -9%  in 2024, while its
Moody's adjusted EBIT/interest will remain negative (breakeven at
best), in the same period. These metrics are outside the thresholds
set for the previous B2 rating category.

At present, there is limited visibility on when EMG's performance
will recover, considering the tough competition in the car rental
sector and the difficulties that the company has been experiencing
in implementing its premiumization strategy. The company has a
relatively short window to demonstrate the successful execution of
this strategy, since the fleet notes mature in October 2026.

The B3 rating is supported by (1) the company's strong market
position in Western Europe; (2) its ability to adjust the fleet
size because of the flexibility provided by the buyback agreements;
and (3) the support from the Volkswagen-led consortium in  the
implementation of the strategy.

The rating is constrained by (1) the material deterioration in
credit metrics experienced in H1 2024, (2) the limited visibility
as to when its performance will recover, (3) its weak liquidity,
and (4) the higher-than-historical share of vehicles bought outside
of buyback agreements, which creates residual value risk.

LIQUIDITY

EMG's liquidity is weak. The company had EUR264 million of cash as
of June 2024, of which around EUR111 million are sitting at
operating companies (notably in non-euro-currency countries) to
fund day-to-day operations and capital spending. This cash at
operating companies could be used by EMG to service its corporate
debt under certain conditions.

In June 2024, the company had EUR35 million available under the
committed RCF, which amounts to around EUR343 million and matures
in August 2027. The RCF is subject to a financial maintenance
covenant that requires cash flow coverage to remain above 1.1x.
Moody's expect compliance with this covenant over the next 12
months.

Moody's forecast that the company will continue to burn FCF over
the next two years, owing to its weak profitability. In addition,
the company will need to repay EUR57 million in 2024 and 2025
related to the amortization of the state-guaranteed loans, while in
October 2026 it will need to reimburse its EUR500 million backed
fleet notes.

The rating assumes that the company will take the necessary steps
to improve liquidity.

STRUCTURAL CONSIDERATIONS

The fleet notes are rated B1, two notches above the CFR, as they
have a second-priority ranking below the senior asset revolving
facility (SARF), and benefit from the pledges of some fleet assets
and receivables under buyback agreements. The SARF and the fleet
notes are subject to a quarterly loan-to-value (LTV) maintenance
test of a maximum of 95%. The fleet notes, the SARF and other fleet
financing facilities do not have a claim on the operating
businesses. The fleet notes benefit from guarantees by Europcar
International S.A.S.U. and Europcar Mobility Group S.A.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects Moody's expectation that EMG's credit
metrics will remain weak for the current rating over the next 12 to
18 months, stemming from (1) a significant FCF burn that will leave
the company more dependent on external funding, and (2) a negative
(break-even at best) Moody's adjusted EBIT/ interest ratio. The
negative outlook also incorporates the limited visibility on the
recovery of the operating performance at a time when its liquidity
is tight.

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

Given the negative outlook, an upgrade is unlikely at present. Over
time, positive pressure on the rating could manifest if the company
demonstrates material and sustainable improvements in its operating
performance and profitability, leading to a sustainably positive
corporate FCF after interest and a Moody's adjusted EBIT/ interest
increasing above 1.3x. The company would also need to improve its
liquidity to at least adequate. An upgrade would also require the
Moody's adjusted pre tax income margin to increase above 2% and its
Moody's adjusted debt/ EBITDA to decline well below 4.5x, all on a
sustainable basis.

Negative pressure on the rating could manifest if the company's
operating performance does not improve from the current weak levels
and its profitability remains subdued for a prolonged period of
time. Negative pressure could also manifest if its corporate FCF
after interest remains materially negative, its Moody's adjusted
EBIT/interest remains below 1x or its  liquidity does not improve.
The rating could also be downgraded if the company does not
refinance upcoming debt maturities at least one year ahead of
maturity.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Equipment and
Transportation Rental published in February 2022.

COMPANY PROFILE

Headquartered in France, EMG is the European leader in car rental
services, providing short-to-medium-term rentals of passenger
vehicles and light trucks to corporate, leisure and replacement
clients. It generated total revenues of around EUR3.1 billion in
2023. Since July 2022, a consortium composed by Volkswagen
Aktiengesellschaft's (VW), Attestor Limited and Pon Holdings B.V.
fully owns EMG. VW alone owns 66% of EMG's shares capital.


MYRRHA SAS: S&P Assigns 'B-' Rating, Outlook Stable
---------------------------------------------------
S&P Global Ratings assigned its 'B-' rating on Myrrha SAS (parent
of AD Education) and its 'B-' issue rating on the EUR700 million
term loan B (TLB) with a recovery rating of '3' (recovery prospect
between 50%-70%: rounded at 60%). The outlook is stable.

S&P's stable outlook reflects its expectation that AD Education
will successfully integrate Pole Leonard de Vinci (PLV) and
maintain an S&P Global Ratings' debt-to-EBITDA ratio below 7.5x
together with free operating cash flow (FOCF) after lease payments
consistently above EUR25 million on the back of enrollment and
sales growth and an increasing EBITDA margin.

AD Education intends to issue a EUR700 million TLB to refinance its
current TLB and finance the acquisition of PLV, further scaling and
reinforcing the group's positioning in France.   AD Education
intends to issue a EUR700 million TLB maturing in 2031. Alongside
this issuance, AD Education will refinance and increase its RCF by
EUR50 million reaching EUR100 million. Coupled with EUR35 million
of cash on balance sheet, this issuance will refinance the current
TLB, finance the acquisition of PLV, and fully repay the current
RCF drawing. The group entered exclusive negotiations with PLV in
June 2024 and closed the transaction early October 2024. This fully
debt-funded acquisition will reinforce AD Education by increasing
its size by a third and diversifying its business verticals in
business and engineering. S&P said, "Although being solely present
in France and further increasing its exposure to this country, we
expect PLV to play a major role in the ability of AD Education to
attract international students, which currently represents 7% of AD
Education standalone student base. We see minimal execution risk
inherent to this transaction as AD Education successfully
integrated previous acquisitions and the group is expected to keep
key management individuals at PLV ensuring a smooth ownership
transition."

AD Education has a robust position in France and a good
diversification in degrees offered but is constrained by limited
scale, geographic diversification, and share of intentional
students.   S&P said, "We base our view of AD Education's key
business strengths on its well-established position and sound brand
recognition as a leading private higher education operator in
France. We view its positioning in niche programs as a key
competitive advantage, increasing the already high barriers to
entry of the industry. We expect AD Education to keep capturing
market shares as the group massively expands its offering in France
with the acquisition of PLV and its attractiveness compared to the
public sector. AD Education proposes a vast diversity of bachelor's
and master's degrees in six distinct knowledge areas, Audiovisual,
Design and Graphic Arts, Digital and Communication, Business,
Engineering, and Culture and Luxury. The group also provides
face-to-face programs, online programs, and hybrid programs.
Nonetheless, our rating is constrained by AD Education's limited
scale with EUR399 million of S&P Global Ratings-adjusted revenue
and about EUR141 million of S&P Global Ratings-adjusted EBITDA
forecast for fiscal 2025 (including 11 months of operations for
PLV). The group's geographic footprint is heavily tilted toward
France representing 69% of total revenue, the rest being split
between other European countries such as Italy, Spain, the U.K.,
and Germany. Although it has several campuses across Europe, the
group share of international students has stagnated at about 7%
over the past three years. We expect the integration of PLV, which
has a robust expertise of attracting international students, to
foster overall internationalization of the group."

AD Education benefits from the supportive feature of the private
higher education sector in Europe and the group's earnings have
been marginally affected by recent regulatory changes.   The
private higher education sector has shown resilience through the
cycle and is expected to expand on the back of structural long-term
trends, such as the shift from public to private education;
increasing demand for master's degrees in light of delayed
employment and life-long learning; internationalization; and the
demand for online offerings. Additionally, the higher education
market in France benefits from high barriers to entry due to
regulation and the timeframe for accreditations, quality of
education, and brand recognition, as well as the need for sizable
investments, which benefits AD Education and larger players in
general. The group will benefit from the premium positioning of
some of its assets such as Ecole de Conde and PLV schools to
capture a high share of industry growth. The current changes in the
regulatory landscape in France regarding apprenticeship have had a
limited effect on AD Education thus far due to its niche
positioning. That said, S&P thinks that the sector could be exposed
to other regulatory changes which could be an area of risk for the
sector.

The group exhibits a good degree of earnings visibility, a robust
margin profile, and a high cash conversion rate on a recurring
basis.   AD Education displays a good degree of earning visibility
with a sizable captive audience thanks to its focus on bachelor's
and master's degrees with three- to five-year tenures. The group
has about 95% visibility for fiscal 2025 earnings, and above 85%
for fiscal 2026 earnings, assuming existing enrollment numbers. S&P
said, "We view this feature as a major strength of AD Education
that counterbalances the risk of its heavy capital structure. That
said, in the overall education industry, AD Education's average
tenure and thus earnings visibility is lower compared to K-12
operators with eight- to nine-year average tenures. Although it is
expanding at a fast pace through acquisitions, we do not expect AD
Education to compromise on its profitability with S&P Global
Ratings-adjusted EBITDA margin in fiscal 2025 and fiscal 2026 above
35%, although PLV has a slightly lower margin profile, notably due
to its more premium positioning." We anticipate that the group's
margin will be lifted by:

-- The increasing share of online courses within face-to-face
programs;

-- The ramping up of recently acquired schools; and

-- Synergies across the entire portfolio.

S&P forecasts AD Education to generate positive free operating cash
flow conversion over its forecast horizon, on the back of limited
working capital variations and the contained capital expenditure
(capex) envelope driven by the small size of its campuses (except
PLV) and asset light strategy limiting refurbishing investments.

Elevated leverage, limited FOCF generation after lease payments,
and an aggressive financial policy will constrain the rating in the
'B-' category.   S&P Global Ratings-adjusted debt-to-EBITDA ratio
for fiscal 2025 should stand at about 7.3x after the PLV
acquisition. This metric includes our proxy of a lease liability as
the group is reporting in French GAAP and led to about 4.0x lease
multiple positively distorting our adjusted metric. S&P said, "We
also include the PIK instrument in our adjusted debt, which
amounted to EUR143.4 million as of end of fiscal 2024, bearing an
8.5% PIK interest. We assess the gross financial leverage at about
8.5x (excluding IFRS-16 effects and including the PIK debt), which
positions the group among the most highly leveraged capital
structure of the sector. The group should deleverage on the back of
EBITDA growth from fiscal 2026 with our adjusted leverage declining
to 6.8x translating into a gross financial leverage at 7.7x
(excluding IFRS-16 effects and including the PIK debt). AD
Education's elevated debt service weighs on the cash flow
generation and will lead the group to generate only modest FOCF
after lease payment in fiscal 2025 at EUR29 million growing to
EUR40 million in fiscal 2026. We view this heavy capital structure
in the current transformative acquisition of PLV as a constraint on
the group's financial flexibility. Furthermore, while we expect AD
Education to focus on the integration of PLV over the next 24
months, we see the industry in a consolidation phase and see high
chances that AD might resume with fully debt-funded acquisitions
after the integration of PLV, as is done for other peers in the
industry considering the visibility in future earnings. Therefore,
we think that leverage could remain structurally elevated. That
said, the material and durable stake of the CEO, Kevin Guénégan,
in the business, at about 30%, acts somewhat as a mitigant as we
think its long-term incentive is to reduce leverage."

S&P said, "Our stable outlook reflects our expectation that AD
Education will successfully integrate PLV and maintain a S&P Global
Ratings-debt-to-EBITDA ratio below 7.5x together with FOCF after
lease payments consistently above EUR25 million on the back of
enrollment and sales growth and increasing EBITDA margin.

"Although unlikely, we could lower our rating on AD Education over
the next 12 months if the group's capital structure becomes
unsustainable. This could happen if AD Education faces issues with
the integration of PLV or weaker organic growth, resulting in
weaker absolute EBITDA generation and negative FOCF after lease
deteriorating the group's liquidity."

S&P could raise its rating on AD Education over the next 12 months
if, on the back of a successful integration of PLV and strong
enrollments and cost control, the group performs above its
expectations such that:

-- S&P Global Ratings-adjusted debt to EBITDA falls sustainably
below 7.0x; and

-- FOCF after lease payments become material on a sustainable
basis.

Governance factors are a moderately negative consideration, as is
the case for most rated entities owned by private-equity sponsors.
S&P thinks that the group's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of the controlling owners. This also reflects generally finite
holding periods and a focus on maximizing shareholder returns.


RENAULT SA: Egan-Jones Retains 'BB' Senior Unsecured Ratings
------------------------------------------------------------
Egan-Jones Ratings Company, on September 27, 2024, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by Renault SA. EJR also withdrew the rating on
commercial paper issued by the Company.

Headquartered in Boulogne-Billancourt, France, Renault designs,
manufactures, markets, and repairs passenger cars and light
commercial vehicles.

VINCI SA: Egan-Jones Retains BB+ Senior Unsecured Ratings
---------------------------------------------------------
Egan-Jones Ratings Company, on October 4, 2024, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by Vinci SA.

Headquartered in Paris, France, Vinci SA provides concessions,
energy, and construction services.




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G E R M A N Y
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GHD VERWALTUNG: S&P Affirms 'CCC+' LongTerm ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' long-term issuer credit
rating on Germany-based health care provider GHD Verwaltung
GesundHeits GmbH Deutschland (GHD) and the issue level rating on
its senior secured facilities.

The stable outlook reflects S&P's expectation that GHD will sustain
an EBITDA margin of about 6.5%-7.0% in the next 12 months,
alongside positive FOCF and stable liquidity.

The change in perimeter and subdued performance in homecare will
affect GHD's topline and profitability in 2024-2025.   In April
2024, GHD concluded the sale of Vitalcare to the Munich-based
Serafin Unternehmensgruppe. The business unit Vitalcare was mostly
focused on the distribution of medical equipment, and GHD generated
about EUR71 million from this segment in 2023. S&P said, "In our
view, the sale of Vitalcare aligns with the company's intention to
primarily focus on homecare services, the core and most profitable
business of GHD. That said, we observe challenges in homecare, and,
as of June 30, 2024, GHD's year-to-date revenues from this business
unit declined by about 16%. In our view, difficulties in homecare
remain linked to the company's loss of market share in some regions
in Germany and to the poaching of nursing staff by competitors.
Although GHD was able to rehire some of the nurses that switched to
competitors in the past, it takes time to onboard them and to
re-gain patients. This, coupled with the change in perimeter and
contribution from Vitalcare for only four months, translates into
an anticipated 8%-9% decline in revenues for 2024. We forecast
revenues to moderately decline by 1.5%-2.5% in 2025, on the back of
moderately declining sales in homecare and the good performance in
ForLife (stoma care products) and in the wholesale divisions. We
expect S&P Global Ratings-adjusted EBITDA margins to remain at
6.5%-7.0% in 2024-2025, slightly down from the 7.0% posted in 2023.
This is driven by lower topline and continued inflationary
pressures from wages, somewhat offset by the cautious hiring of
additional full-time equivalents. In our base case, we also treat
about EUR10 million of nonrecurring costs as operating and include
them in our EBITDA calculation.

"We view GHD's capital structure as unsustainable, as the debt
quantum was originally sized for a more stable operating
environment.   We expect adjusted leverage to remain stable at
10.0x-11.0x in 2024 and 2025, slightly up from the 9.6x the company
posted in 2023. We revised our assessment on the company's
preference shares, which we initially viewed as a shareholder loan
given the possibility to repay them by simple majority voting.
Despite the exclusion the preference shares' value from our debt
calculation, we assess the company's capital structure as
unsustainable given the high leverage. We think that the level of
debt in the capital structure was designed for a larger-scale
business, a goal that the company has not been able to achieve due
to external operational challenges out of the company's control."

While the company should be able to fund its day-to-day operations,
it is facing rising refinancing risks with the EUR360 million TLB
maturing in less than two years.   GHD can rely on a cash balance
of EUR29.8 million as of June 30, 2024, and can use at least 40% of
its fully undrawn EUR80 million revolving credit facility (RCF) due
February 2026, without triggering a covenant test. S&P said, "This,
coupled with our expectation of EUR12 million-EUR13 million
positive FOCF generation in 2024, would allow the company to fund
its fixed charges for the next 12 months. We anticipate GHD will
continue to preserve cash by focusing on working capital management
and supported by the company's low capital expenditure (capex)
needs (about EUR10 million). That said, we note increasing
refinancing risks as GHD's EUR360 million TLB matures in August
2026. We also estimate that a potential refinancing of the
company's TLB, which has a margin of Euribor +4%, would likely
affect its cash conversion. Considering current interest rates and
trading of the company's loan, we estimate that a refinancing could
increase the run rate annual cash interest expense by at least
EUR10 million from the EUR25 million-EUR30 million level we assume
in our 2024-2025 base case without a refinancing transaction."

S&P said, "The stable outlook reflects our expectation that GHD
will maintain adjusted EBITDA margins of 6.5%-7.0% in the next 12
months, alongside positive FOCF and a stable liquidity position,
including a timely refinancing of its TLB due in August 2026.

"We could lower our ratings on GHD if it does not manage to
refinance its EUR360 million TLB due in 2026 well ahead of maturity
and if the company does not take tangible steps in the upcoming
quarters to tackle the 2026 maturities. We could also revise our
ratings on GHD if we think there is a risk the company liquidity
position could deteriorate and become insufficient to cover its
cash needs over the next 12 months, translating into a breach of
financial covenants or any other issue that could be viewed as a
negative credit event.

"We could raise the rating if the company can deleverage decisively
from the current very high level of above 10.0x-11.0x adjusted
leverage. This could occur if the company's operations in homecare
recover to pre-pandemic levels. Similarly, if the company realizes
significant cost savings, allowing it to better address some of its
operational challenges and leading to significant margin expansion,
we could see lower pressure mechanically taken off the current
capital structure. A positive rating action could also depend on
GHD maintaining a sound liquidity profile, implying it will be able
to self-fund operations and to freely access its EUR80 million
RCF."


K+S AKTIENGESELLSCHAFT: Egan-Jones Retains BB+ Sr. Unsec. Ratings
-----------------------------------------------------------------
Egan-Jones Ratings Company, on September 25, 2024, maintained its
'BB+' foreign currency and local currency senior unsecured ratings
on debt issued by K+S Aktiengesellschaft.

Headquartered in Kassel, Germany, K+S Aktiengesellschaft
manufactures and markets within the fertilizer division standard
and specialty fertilizers to the agricultural and industrial
industries worldwide.


TECHEM VERWALTUNGSGESELLSCHAFT: Moody's Affirms 'B2' CFR
--------------------------------------------------------
Moody's Ratings has affirmed the B2 corporate family rating and the
B2-PD probability of default rating of Techem
Verwaltungsgesellschaft 674 mbH ("Techem" or "the company") and
affirmed the Caa1 rating of the backed senior secured second lien
notes due 2026 issued by Techem. Techem's outlook remains stable.

Concurrently Moody's placed on review for downgrade the B1 rating
of the senior secured first lien term loan B (B5), the B1 rating of
the senior secured global notes, the B1 rating of the senior
secured revolving credit facility maturing in 2025 and the senior
secured revolving credit facility (RCF) maturing in 2029 issued by
Techem Verwaltungsgesellschaft 675 mbH. Previously, the outlook for
Techem Verwaltungsgesellschaft 675 mbH was stable.

RATINGS RATIONALE

The rating action follows the announced acquisition of the company
by private equity firm TPG Operating Group II, L.P. (TPG, A3
stable) and GIC, the sovereign wealth fund of the Government of
Singapore (Aaa stable).

The acquisition implies an enterprise value of EUR6.7 billion and
is financed via EUR3.7 billion equity contribution, of which EUR1.6
billion being deferred considerations payable in 2027, and a
financing package of EUR3.1 billion. The financing package
comprises the existing EUR1.85 billion term loan B, the existing
EUR500 million senior secured notes and new expected EUR750 million
senior secured debt. The proceeds from the new debt, which Moody's
understood will be launched in the next months, are expected to
repay the backed senior secured second lien outstanding EUR364
million notes due in 2026 and fund the transaction. With the
repayment of the EUR364 million notes, the ratings of the existing
EUR1.85 billion term loan B and the existing EUR500 million senior
secured notes will come under pressure as the junior notes provided
cushion in the past.

To facilitate the transaction with the existing debt facilities,
the company has recently launched a waiver to its lenders to
consent the change of control. The review process will focus on the
outcome of the waiver as well as the contemplated new EUR750
million notes taking out the backed senior secured second lien
notes.

Techem's leverage (Moody's adjusted) will increase to around 7x on
a pro forma basis from 6.1x as per LTM June 2024, leaving the
rating being weakly positioned. The B2 rating factors in Moody's
expectation of continued performance improvements going forward.
Moody's believe that the sizeable deferred considerations, which
are outside of restricted group and not included in Moody's
adjusted debt, meaningfully increase the risk of re-leveraging over
time. The current rating doesn't factor in dividend distributions
or sizeable M&A in the near term.

While Moody's expect the company to maintain its strong
profitability level with Moody's adjusted EBITA-margin above 30%,
the increasing interest burden and planned capital expenditures
will strain the company's free cash flow generation in the next
years.

The B2 corporate family rating of Techem reflects the strong
profitability of the group, driven by its leading position in the
German sub-metering market and growing supplementary services
business; good revenue visibility and stability because of the
non-discretionary nature of demand for energy services, long-term
contracts with limited customer churn rates and a supportive
regulatory environment; solid market position, with strong customer
loyalty and high barriers to entry because of the significant
investment requirements to replicate Techem's business model; and
solid operating cash flow growth.

Techem's rating is constrained by the group's high Moody's-adjusted
leverage ratio of 7.0x pro forma for the transaction; modest
geographical diversification, with just around 24% of revenue
generated outside Germany; the lower profitability of Techem's
energy efficiency solutions business and the expected impact of
higher interest expense and capital spending on free cash flow and
interest cover.

RATIONALE FOR THE OUTLOOK

The stable outlook balances the solid organic growth and
profitability of the company with the constantly high leverage and
reduced free cash flow generation. The stable outlook implies no
major change in the proposed transaction.

LIQUIDITY

Techem's liquidity is adequate. The group's internal cash sources
will comprise around EUR72 million of cash and cash equivalents pro
forma for the transaction, as well as reported cash flow from
operations of around EUR375 million per year. Internal cash sources
and the RCF will cover all expected cash needs in the next 12-18
months.

Cash uses mainly include capital spending of around EUR170 million
during the 12 months that ended June 2024 and expected to increase
to around EUR200 million in the next 12 months, while Moody's also
expect some moderate M&A spending. The liquidity assessment also
takes into account that there is one springing covenant (a senior
secured net leverage ratio) attached to the RCF, which will be
tested if the RCF is drawn by more than 40% and currently has ample
capacity.

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

WHAT COULD CHANGE THE RATINGS UP

-- Leverage (Moody's-adjusted gross debt/EBITDA) below 6 x on a
sustained basis

-- Sustainable solid positive Moody's-adjusted free cash flow

-- EBITA/Interest sustainably maintained well above 2x post
refinancing

-- Track record of a prudent financial policy, illustrated by its
available cash flow being applied to debt reduction

WHAT COULD CHANGE THE RATINGS DOWN

-- Inability to maintain leverage materially below 7x debt/EBITDA
, including dividend distributions that could delay deleveraging

-- EBITA/Interest sustainably falling below 1.5x

-- Negative Moody's-adjusted FCF on a sustained basis

-- B1 instrument ratings will be strained in case of any further
repayments of junior-ranking debt, which provides a buffer to the
senior secured debt and thus leads to the uplift of the instrument
rating versus the CFR

STRUCTURAL CONSIDERATIONS

Techem Verwaltungsgesellschaft 675 mbH's senior secured EUR1.85
billion term loan B5 and its EUR375 million senior secured RCF rank
pari passu with the EUR500 million issue of senior secured notes.
The senior secured debt will mature after Techem's backed senior
secured second-lien notes due 2026, which creates a
time-subordination but does not affect their ranking.

The TLB, the senior secured notes and the RCF share the same
security and are guaranteed by certain subsidiaries of the group
that account for at least 80% of consolidated EBITDA. The
calculations exclude EBITDA generated by certain non-German
operations, which results in a group-wide guarantor coverage of
74.4% as of December 2023. The B1 rating of the senior secured
notes and senior secured bank credit facility instruments reflects
their priority position in the group's capital structure and the
benefit of loss absorption provided by the junior-ranking debt. The
B1 instrument ratings could be strained by further substantial
repayments of junior-ranking debt, which provides a buffer to the
senior secured debt and thus leads to the uplift of the instrument
rating versus the CFR.

Techem's EUR364 million outstanding backed senior secured
second-lien notes due 2026 are secured by a certain holding company
collateral on a first-ranking basis, and share the same guarantors
and part of the same collateral as the senior secured bank credit
facilities on a subordinated basis. This is reflected in the Caa1
rating. Moody's have considered trade payables to rank at the level
of the senior secured obligations and pension obligations, and
minimum lease rejection claims at operating subsidiaries at the
level of the senior secured second-lien notes.

ENVIROMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Techem is owned and controlled by private equity firms TPG and GIC
that comes along with limited independent control and a high
tolerance for financial leverage.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Eschborn, Germany, Techem Verwaltungsgesellschaft
674 mbH (Techem) is a leading provider of energy services. Techem
operates through two divisions — energy services (accounting for
85% of group sales in the 12 months that ended June 2024) and
energy efficiency solutions (15%). Energy services provides the
sub-metering of heat and water consumption for multidwelling
housing units, energy cost allocation, and billing services. The
segment also offers supplementary services, such as smoke detector
installation and maintenance, and the analysis of legionella in
drinking water. Energy efficiency solutions offers a holistic
management of clients' energy consumption through the planning,
financing, construction and operation of heat stations, boilers,
cooling equipment and combined heating and power units. In the 12
months that ended June 2024, Techem generated total revenue of
EUR1,050 million, of which 76% was generated in Germany. Following
the transaction, Techem is owned by private equity firm TPG (67%)
and GIC (33%).


TECHEM VERWALTUNGSGESELLSCHAFT: S&P Affirms 'B+' ICR, Outlook Neg.
------------------------------------------------------------------
S&P Global Ratings affirmed its long-term issuer credit rating on
Germany-based energy service provider Techem
Verwaltungsgesellschaft 674 mbH (Techem) and issue credit rating
for the EUR3.1 billion senior secured debt (including proposed
incremental EUR750 million senior secured debt) which are issued at
Techem Verwaltungsgesellschaft 675 at 'B+', with a '3' recovery
rating that reflects S&P's expectations of meaningful recovery
(50%-70%; rounded estimate 60%) in the event of a payment default.

The negative outlook reflects the possibility of a downgrade if
operational headwinds, such as higher exceptional costs that
compress EBITDA margin or a more aggressive financial policy by the
new owners leading to slower than anticipated deleveraging to 7.5x
by the end of fiscal 2026 or sustainably negative FOCF.

S&P said, "We consider the EUR1.6 billion deferred equity payment
as part of the purchase price as debt.   As part of the agreed sale
of Techem to TPG which will be the majority owner holding 67% of
the shares and GIC holding the remaining shares, the equity payment
is split in two tranches, of which EUR1.6 billion become payable in
July 2027. The latter component which sits at German Bidco, a
holding company to Techem Verwaltungsgesellschaft 674 mbH, is
considered debt in our credit ratios. We do note that the deferred
equity payment bears a full equity fund guarantee by TPG and GIC
funds. Absent any details on the expected funding of the liability
in July 2027, we conservatively assume a fully debt-funded
refinancing of the entire amount. Although we acknowledge that this
will be constrained by the legal financing agreements that allow
for unlimited senior secured debt on a pro forma basis of up to
5.8x senior secured net leverage ratio and unlimited junior secured
debt up to 7.2x total net leverage ratio. The outstanding EUR1.85
billion TLB and existing EUR500 million senior secured notes will
remain outstanding as the consent waiver for the change of control
has been successful for the term loan B, while the note have
portability. In addition, the company is also raising an additional
EUR750 million of senior secured debt to repay the EUR364 million
senior unsecured notes and pay for other transaction-related
costs."

The outlook is negative as weaker credit metrics with leverage
above 8.5x leaves minimal headroom for operational
underperformance.   S&P said, "As a result of the transaction, for
which we include EUR1.6 billion of incremental debt, credit metrics
are expected to weaken, with leverage of 8.7x during fiscal 2025,
coupled with 6.2% of funds from operations (FFO) to debt. We
forecast strong deleveraging below 7.5x and FFO to debt of close to
7.0% supported by roughly EUR100 million of additional EBITDA
flowing through between fiscal 2025 and fiscal 2027. Furthermore,
FFO interest coverage is expected to remain comfortably above 2.0x
as additional interest costs from the assumed EUR1.6 billion debt
raise will only start to flow through in 2027, with FOCF to remain
positive as well. However, any operational headwinds, such as
higher exceptional costs under the new ownership that could lead to
underperformance compared to our base case or a more aggressive
than anticipated financial policy may diminish any rating
headroom."

S&P said, "On the back of a strong operating performance during
2024, we forecast significant EBITDA growth supported by favorable
regulations and further demand for energy transition led products
and services.   During fiscal 2024, Techem has seen a strong
operating performance, with a forecast revenue growth of 4.2% and
significant S&P Global Ratings-adjusted EBITDA margin expansion to
47.5% from 39.9% in 2023. The stronger than previously forecast
margin expansion has been supported by realizing efficiencies from
its Energize T value program, growth in digital services that
leverage Techem's existing IT infrastructure, and run rate benefits
from personnel reductions during fiscal 2023 that negatively
affected EBITDA by about EUR28 million in 2023. As a result,
leverage is forecast at 5.7x in fiscal 2024 compared to 7.0x in
fiscal 2023, while FFO to debt is 10.1% compared to 8.9% in 2023.
FOCF is forecast to reach above EUR100 million in fiscal 2024
despite working capital outflows of EUR45 million due to temporary
delays in receipt of customer data within the core submetering
business that led to higher invoicing volumes as well as timing
related payments of suppliers and severance payments that are
cashed out. In the next two fiscal years, we forecast revenue
growth of 8.5%-10.5% supported by ongoing growth in its core
submetering business with the revised Energy Efficiency Directive
implementation that requires more frequent submeter readings and
the installation of modern technology-enabled devices, the new
replacement cycle of smoke detectors in North Rhine-Westphalia
which allows Techem to install its new multi-sensor devices as well
as the development of new digital solutions for energy efficiency
in buildings. The S&P Global Ratings-adjusted EBITDA margin is
forecast to gradually increase to 49% in 2026 benefitting from
further efficiency improvements and better operating leverage.
While FOCF is expected to remain above EUR50 million per year,
Techem's capital expenditure (capex) requirements are high with
EUR200 million-EUR230 million forecast for the next two fiscal
years due to ongoing replacement cycles of devices and growth in
business lines that are heavier in capex such as the Energy
Efficiency Solutions (EES) division."

The negative outlook reflects the possibility of a downgrade if
operational headwinds, such as higher exceptional costs that
compress the EBITDA margin or a more aggressive financial policy by
the new owners leading to slower than anticipated deleveraging to
7.5x by the end of fiscal 2026 or sustainably negative FOCF.

S&P could lower the rating if operating performance is weaker than
expected, resulting in adjusted debt to EBITDA being maintained
above 7.5x with no clear prospect of deleveraging or negative FOCF.
This could happen if the company:

-- Incurs higher exceptional costs than expected, depressing
adjusted EBITDA beyond our expectations; or

-- Experiences more competition, struggling to expand beyond its
submetering stronghold, thereby reducing its EBITDA.

S&P Said, "In addition, we could lower the rating if the company
adopts a more aggressive financial policy through shareholder
returns or significant debt-funded acquisitions that slows down
deleveraging to 7.5x.

"We could revise our outlook to stable if Techem demonstrates solid
operating performance with significant EBITDA growth and positive
FOCF leading to debt to EBITDA to 7.5x over the next 18 months. We
also expect a disciplined financial policy that supports an
improvement in credit metrics that are commensurate with the
rating.

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




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

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

Under the transaction documents, the rated loan and notes pay
quarterly interest unless there is a frequency switch event, upon
which the loan and notes will pay semiannually.

This transaction has a two-year non-call period and the portfolio's
reinvestment period will end approximately five years after
closing.

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

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

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

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

-- The transaction's legal structure, which 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     2,803.04

  Default rate dispersion                                  574.79

  Weighted-average life (years)                              4.41

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

  Obligor diversity measure                                150.22

  Industry diversity measure                                21.09

  Regional diversity measure                                 1.15

  Transaction key metrics

  Portfolio weighted-average rating  
  derived from S&P's CDO evaluator                              B
  
  'CCC' category rated assets (%)                            2.51

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

  Target weighted-average spread (net of floors; %)          3.99

  Target weighted-average coupon (%)                         4.69

Rating rationale

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

The closing portfolio, which is 85% ramped-up, is well-diversified,
primarily comprising broadly syndicated speculative-grade senior
secured term loans and senior secured bonds. Therefore, S&P has
conducted its credit and cash flow analysis by applying its
criteria for corporate cash flow CDOs.

S&P said, "In our cash flow analysis, we used the EUR425 million
target par amount, the weighted-average spread (3.99%), the
weighted-average coupon (3.95%), and the target weighted average
recovery rates at all other rating levels. We applied various cash
flow stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

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

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

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

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

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

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

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

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

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities, including, but not limited to the following:
weapons of mass destruction, illegal drugs or narcotics, those in
violations of the Ten Principals of the UN Global Compact and OECD
Guidelines for Multinational Enterprises, pornography or
prostitution, payday lending, controversial weapons, hazardous
chemicals, pesticides and wastes, ozone-depleting substances
endangered or protected wildlife or wildlife products, gambling,
subprime lending activities, (not more than 1% in) thermal coal or
coal-based power generation, sale or extraction of oil sands and
extraction of fossil fuels from unconventional sources, carbon
intense electrical utility, tobacco and tobacco-related products,
(not more than 50% in) opioid products, (not more than 10% in)
civilian firearms, (not more than 50% in) palm oil which is not
RSPO certified. Accordingly, since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

  Ratings list
                      Amount                          Credit
  Class    Rating*  (mil. EUR)  Interest rate (%)§ enhancement
(%)

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

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

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

  B-2-R    AA (sf) 12.00       5.00            27.00
  C-R      A (sf)       21.25       3mE + 2.45       22.00

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

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

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

  Sub      NR           32.60       N/A                N/A

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

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


ARMADA EURO III: S&P Assigns B-(sf) Rating on Class F-R Notes
-------------------------------------------------------------
S&P Global Ratings assigned ratings to Armada Euro CLO III DAC's
class A-R Loan and class A-R to F-R European cash flow CLO notes.
The issuer has unrated subordinated notes outstanding from the
existing transaction and also issued unrated class Z notes.

The transaction is a reset of the existing transaction, which
closed in December 2018.

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 transaction has a two-year non-call period and the portfolio's
reinvestment period will end approximately five years after
closing.

The ratings reflect S&P's assessment of:

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

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

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

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

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

  S&P Global Ratings' weighted-average rating factor     2,729.65

  Default rate dispersion                                  651.08

  Weighted-average life (years)                              4.07

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

  Obligor diversity measure                                 92.00

  Industry diversity measure                                20.29

  Regional diversity measure                                 1.36


  Transaction key metrics

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

  'CCC' category rated assets (%)                           3.39

  Actual target 'AAA' weighted-average recovery (%)        37.55

  Actual target weighted-average spread (net of floors; %)  3.71

  Actual target weighted-average coupon (%)                 3.71

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

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.65%), and the
covenanted weighted-average recovery rates at all rating levels. We
applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.

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

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

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

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe the assigned ratings are
commensurate with the available credit enhancement for the class
A-R Loan and class A-R, B-R, C-R, D-R, E-R, and 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 will be in its reinvestment phase
starting from closing, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings assigned to
the notes.

"In addition to our standard analysis, 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."

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds and is managed by Brigade Capital Europe
Management LLP.

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:
pornography or prostitution, weapons of mass destruction, and
tobacco. 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)  Interest rate§  enhancement (%)

  A-R       AAA (sf)    163.68     3mE +1.35%       38.00

  A-R Loan  AAA (sf)     84.32     3mE +1.35%       38.00

  B-R       AA (sf)      46.00     3mE +2.00%       26.50

  C-R       A (sf)       24.00     3mE +2.35%       20.50

  D-R       BBB (sf)     27.00     3mE +3.30%       13.75

  E-R       BB- (sf)     17.00     3mE +6.15%        9.50

  F-R       B- (sf)      12.00     3mE +8.43%        6.50

  Z         NR            2.00     N/A                N/A

  Subordinated  NR       40.40     N/A                N/A

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


AVOCA CLO XXVIII: S&P Assigns B-(sf) Rating on Class F-R Notes
--------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Avoca CLO XXVIII
DAC's class A-Loan and class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and
F-R notes. At closing, the issuer will also issue unrated
additional subordinated notes. There are also unrated subordinated
notes from the original transaction.

The transaction is a reset and upsizing of the existing
transaction, which closed in April 2023. The issuance proceeds of
the refinancing notes and loan were used to redeem the refinanced
notes (the original transaction's class A, B-1, B-2, C, D, E, and F
notes) and the ratings on the original notes have been withdrawn.

The ratings assigned to Avoca CLO XXVIII DAC's reset notes and loan
reflect our assessment of:

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor     2,843.51

  Default rate dispersion                                  445.42

  Weighted-average life (years)                              4.43

  Weighted-average life (years) extended
  to cover the length of the reinvestment period             4.50

  Obligor diversity measure                                191.61

  Industry diversity measure                                21.87

  Regional diversity measure                                 1.26

  Transaction key metrics

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

  'CCC' category rated assets (%)                            1.65

  Actual 'AAA' weighted-average recovery (%)                36.83

  Actual weighted-average spread (net of floors; %)          3.99

  Actual weighted-average coupon (%)                         4.62

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

Rationale

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

"In our cash flow analysis, we used the EUR550 million target par
amount, the actual weighted-average spread (3.99%), the actual
weighted-average coupon (4.62%), and the identified
weighted-average recovery rates at all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

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

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

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our counterparty criteria, and the legal structure and
framework are bankruptcy remote, in line with our legal criteria.

"The CLO is managed by KKR Credit Advisors (Ireland) Unlimited Co.,
and the maximum potential rating on the liabilities is 'AAA' under
our operational risk criteria.

"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
A-Loan and class A-R notes.

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

"Given our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for all the
rated classes of debt.

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

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


Environmental, social, and governance

S&P said, "We regard the transaction's exposure to environmental,
social, and governance (ESG) credit factors as broadly in line with
our benchmark for the sector. Primarily due to the diversity of the
assets within CLOs, the exposure to environmental and social credit
factors is viewed as below average, while governance credit factors
are average. The transaction documents prohibit assets from being
related to the following industries: anti-personnel mines, cluster
weapons, depleted uranium, nuclear weapons, white phosphorus,
biological or chemical weapons; civilian firearms; tobacco; thermal
coal or coal extraction; payday lending; thermal coal production,
speculative extraction of oil and gas, oil sands and associated
pipelines industry; endangered or protected wildlife; marijuana;
pornography or prostitution; opioid; and illegal drugs or
narcotics. Accordingly, since the exclusion of assets from these
industries does not result in material differences between the
transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

  Ratings list
                    Amount                             Credit
  Class   Rating*  (mil. EUR)    Interest rate§    enhancement
(%)

  A-R     AAA (sf)   217.70   Three/six-month EURIBOR    38.00
                              plus 1.28%

  A-Loan  AAA (sf)   123.30   Three/six-month EURIBOR    38.00
                              plus 1.28%

  B-1-R   AA (sf)     48.00   Three/six-month EURIBOR    26.75
                              plus 1.85%

  B-2-R   AA (sf)     13.90   5.00%                      26.75

  C-R     A (sf)      31.60   Three/six-month EURIBOR    21.00
                              plus 2.25%    

  D-R     BBB- (sf)   38.50   Three/six-month EURIBOR    14.00
                              plus 3.10%

  E-R     BB- (sf)    24.75   Three/six-month EURIBOR     9.50
                              plus 6.21%

  F-R     B- (sf)     16.50   Three/six-month EURIBOR     6.50
                              plus 8.45%

  Original
  subordinated
  notes     NR        25.60   N/A                         N/A

  Additional
  subordinated
  notes    NR          9.40   N/A                         N/A

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

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


CARLYLE EURO 2017-3: S&P Affirms 'B-(sf)' Rating on Class E Notes
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Carlyle Euro CLO
2017-3 DAC's class A-2A and A-2B notes to 'AA+ (sf)' from 'AA
(sf)', class B-1 and B-2 notes to 'A+ (sf)' from 'A (sf)', and
class C notes to 'BBB+ (sf)' from 'BBB (sf)'. At the same time, S&P
affirmed its 'AAA (sf)' rating on the class A-1-R notes, its 'BB
(sf)' rating on the class D notes, and its 'B- (sf)' rating on the
class E notes.

S&P said, "The rating actions follow the application of our global
corporate CLO criteria and our credit and cash flow analysis of the
transaction based on the August 2024 trustee report.

"Our ratings address timely payment of interest and ultimate
payment of principal on the class A-1-R, A-2A, and A-2B notes, and
ultimate payment of interest and principal on the class B-1, B-2,
C, D, and E notes."

Since S&P reviewed the transaction in June 2021 when it was
refinanced:

-- The portfolio's weighted-average rating is unchanged at 'B'.

-- The portfolio has become less diversified (the number of
performing obligors has decreased to 123 from 151).

-- The portfolio's weighted-average life has decreased to 3.558
years from 4.532 years.

-- The percentage of 'CCC' rated assets has decreased to 4.67%
from 8.15%.

-- The scenario default rates (SDRs) have decreased for all rating
scenarios, mainly due to the reduction in the portfolio's
weighted-average life.

  Portfolio benchmarks
                                                         Current

  SPWARF                                                2,868.52
  Default rate dispersion (%)                             558.64
  Weighted-average life (years)                             3.56
  Obligor diversity measure                               104.75
  Industry diversity measure                               17.36
  Regional diversity measure                                1.27

SPWARF--S&P Global Ratings' weighted-average rating factor.

On the cash flow side:

-- The transaction's reinvestment period ended in July 2022. The
class A-1-R notes have since deleveraged by EUR46.74 million,
leaving a note factor of 80% remaining.

-- No class of notes is deferring interest.

-- All coverage tests are passing as of the August 2024 trustee
report.

  Transaction key metrics
                                                         Current

  Total collateral amount (mil. EUR)*                     340.12
  Defaulted assets (mil. EUR)                               0.00
  Number of performing obligors                              123
  Portfolio weighted-average rating                            B
  'CCC' assets (%)                                          4.67
  'AAA' SDR (%)                                            58.84
  'AAA' WARR (%)                                           36.90

*Performing assets plus cash and expected recoveries on defaulted
assets.
SDR--scenario default rate.
WARR--Weighted-average recovery rate.

Credit enhancement

                              Current (%)      Previous (%)
                             (based on the    (based on the
             Current amount   August 2024      June 2021
  Class          (EUR)        trustee report)  refinancing)

  A-1-R       187,258,527         44.94          40.48
  A-2A         29,500,000         31.86          29.16
  A-2B         15,000,000         31.86          29.16
  B-1          26,500,000         21.13          19.87
  B-2          10,000,000         21.13          19.87
  C            20,500,000         15.10          14.66
  D            23,500,000          8.19           8.68
  E            11,100,000          4.93           5.86
  Sub          43,700,000           N/A            N/A

Credit enhancement = [Performing balance + cash balance + recovery
on defaulted obligations (if any) – tranche balance (including
tranche balance of all senior tranches)]/ [Performing balance +
cash balance + recovery on defaulted obligations (if any)].
N/A--Not applicable.

S&P said, "In our view, the portfolio is diversified across
obligors, industries, and asset characteristics. The aggregate
exposure to the top 10 obligors is now 14.78%. Hence, we have
performed an additional scenario analysis by applying adjustments
for spread and recovery compression. At the same time, 28.23% of
the assets pay semiannually. The CLO has a smoothing account that
helps to mitigate any frequency timing mismatch risks.

"Based on the improved SDRs and continued deleveraging of the
senior notes--which has increased available credit enhancement--we
raised our ratings on the class A-2A, A-2B, B-1, B-2, and C notes.
The notes' available credit enhancement is now commensurate with
higher levels of stress.

"At the same time, we affirmed our ratings on the class A-1-R, D,
and E notes.

"The cash flow analysis indicated higher ratings than those
currently assigned for the class A-2A, A-2B, B-1, and B-2 notes
(without the above-mentioned additional sensitivity analysis).
However, we have considered that the manager is still reinvesting
unscheduled redemption proceeds and sale proceeds from
credit-improved and credit-impaired assets. Such reinvestments (as
opposed to repayment of the liabilities) may prolong the repayment
profile for the most senior class of notes. We also considered the
portion of senior notes outstanding, the current macroeconomic
environment, and these classes' seniority.

"For the class E notes, our credit and cash flow analysis indicates
that the available credit enhancement could withstand stresses
commensurate with a lower rating. 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 E notes reflects several key
factors, including:

-- Credit enhancement comparison: This tranche's available credit
enhancement is in the same range as other CLOs that S&P rates and
that have recently been issued in Europe.

-- Portfolio characteristics: The portfolio's average credit
quality is like other recent CLOs.

-- S&P's model generated break-even default rate at the 'B-'
rating level of 21.03% (for a portfolio with a weighted-average
life of 3.56 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 3.56 years, which would result
in a target default rate of 11.03%.

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

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

-- Considering all of these factors, S&P raised its ratings on the
class A-2A, A-2B, B-1, B-2, and C notes by one notch, and affirmed
its ratings on the class A-1-R, D, and E notes.

Counterparty, operational, and legal risks are adequately mitigated
in line with S&P's criteria.

S&P said, "Following the application of our structured finance
sovereign risk criteria, we consider the transaction's exposure to
country risk to be limited at the assigned ratings, as the exposure
to individual sovereigns does not exceed the diversification
thresholds outlined in our criteria."

Carlyle Euro CLO 2017-3 is a European cash flow CLO transaction
that securitizes loans granted to primarily speculative-grade
corporate firms. CELF Advisors LLP manages the transaction.


CONTEGO CLO XIII: S&P Assigns B-(sf) Rating on Class F Notes
------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Contego CLO XIII
DAC's class A-1, A-2, B-1, B-2, C, D, E, and F notes. The issuer
also issued EUR31.10 million of subordinated notes on the closing
date.

This is a European cash flow CLO transaction, securitizing a pool
of primarily syndicated senior secured loans or bonds. The
portfolio's reinvestment period will end approximately 4.50 years
after closing. 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 ratings assigned to the notes reflect S&P's assessment of:

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

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

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

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

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

  Portfolio benchmarks
                                                         Current

  S&P Global Ratings' weighted-average rating factor    2,846.74
  Default rate dispersion                                 478.12
  Weighted-average life (years)                             4.37
  Weighted-average life extended
  to cover the length of the reinvestment period (years)    4.50
  Obligor diversity measure                               142.07
  Industry diversity measure                               20.83
  Regional diversity measure                                1.34

  Transaction key metrics
                                                         Current

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           0.75
  Target 'AAA' weighted-average recovery (%)               35.31
  Target weighted-average spread (%)                        4.07
  Target weighted-average coupon (%)                        4.65

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the covenanted weighted-average spread (4.00%),
the covenanted weighted-average coupon (4.50%), and the targeted
weighted-average recovery rate calculated in line with our CLO
criteria for all the classes of notes. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

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

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

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

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

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

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

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit (and or for some of these
activities revenue limits apply, or they cannot be the primary
business activity) assets from being related to certain activities.
These activities include, but are not limited to: The extraction of
thermal coal, extraction of oil and gas, controversial weapons,
non-sustainable palm oil production, the production of or trade in
tobacco or tobacco products, hazardous chemicals and pesticides,
trade in endangered wildlife, pornography, adult entertainment or
prostitution, and payday lending. 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."

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and it is managed by Five Arrows
Managers LLP.

  Ratings list
                      Amount                         Credit
  Class  Rating*   (mil. EUR)  Interest rate(%)§  enhancement(%)
  -----  -------   ----------  -----------------  --------------

  A-1    AAA (sf)    248.00      3mE + 1.30         38.00
  A-2    AAA (sf)      4.00      3mE + 1.65         37.00
  B-1    AA (sf)      33.30      3mE + 2.00         26.80
  B-2    AA (sf)       7.50      5.25               26.80
  C      A (sf)       23.20      3mE + 2.35         21.00
  D      BBB- (sf)    28.00      3mE + 3.40         14.00
  E      BB- (sf)     18.00      3mE + 6.32          9.50
  F      B- (sf)      12.00      3mE + 8.64          6.50
  Sub    NR           31.10      N/A                  N/A

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

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




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

ALTISOURCE PORTFOLIO: Egan-Jones Cuts Sr. Unsecured Ratings to CCC
------------------------------------------------------------------
Egan-Jones Ratings Company, on September 27, 2024, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Altisource Portfolio Solutions S.A. to CCC from
CCC+. EJR also withdrew the rating on commercial paper issued by
the Company.

Headquartered in Luxembourg, Altisource Portfolio Solutions S.A.
provides real estate and mortgage services.



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

ACCELL GROUP: S&P Lowers ICR to 'SD' on Distressed Transaction
--------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Dutch e-bike
maker Accell Group (Sprint HoldCo) to 'SD' and its issue rating and
its term-loan B (TLB) to 'D' (default).

At the same time, S&P revised down the recovery rating on the TLB
to '4' (30% recovery expectations) from '3' (50%), because of the
new super senior interim financing and the proposed restructuring
plan.

On Oct. 4, Accell Group's parent company Sprint HoldCo B.V.
announced it had reached an agreement with the majority of its
creditors to execute a debt restructuring, implying, among other
conditions, a write-off of existing debt, maturity extensions, and
a new interim super senior financing that is already drawn.

S&P views the proposed restructuring as distressed and tantamount
to a default, because the company's lenders will receive less than
they were originally promised.   On Oct. 4, Accell announced it had
entered into a recapitalization support agreement (RSA) with 100%
of its securitization lenders, 100% of its asset-based loan (ABL)
lenders and more than 50% of its TLB and revolving credit facility
(RCF) lenders. The company invited all remaining senior lenders to
agree to the RSA to be able to execute the restructuring out of
court. The transaction envisages the restatement of the EUR885
million senior facilities, including the rated EUR705 million TLB,
into various facilities with various levels of seniority and a
total principal amount of about EUR320 million. The transaction
also envisages the restatement of the topco loans and ABL, and
includes write-offs for the senior facilities agreement (SFA) debt,
equity conversions, maturity extensions, alteration in the
rankings, and adjustments in the interest margin. Overall, the
transaction would reduce total debt to about EUR1.2 billion, of
which about EUR800 million would be at the operating company level,
from EUR1.6 billion estimated pre-restructuring as of February
2025.

To support its liquidity position and business operations, the
company already put in place a new interim financing of up to
EUR220 million, including an interim super senior facility of
EUR185 million and an interim EUR32 million upsize to the ABL. To
raise these additional super senior funds, the company amended the
original SFA. S&P considers this amendment as a breach of the
original promise and tantamount to a default. This is because
senior creditors' ranking has been altered to more junior, without
adequate compensation.

S&P considers the transaction as distressed, given the company's
deteriorated operating performance, unsustainable capital
structure, and weak liquidity position.

S&P will reevaluate its ratings once the company executes the
envisaged transaction and will have a new long-term capital
structure in place.




===========
N O R W A Y
===========

NORWEIGIAN SHUTTLE: Egan-Jones Cuts Sr. Unsecured Ratings to CCC-
-----------------------------------------------------------------
Egan-Jones Ratings Company, on September 30, 2024, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Norwegian Air Shuttle ASA to CCC- from CC. EJR also
withdrew the rating on commercial paper issued by the Company.

Headquartered in Barum, Norway, Norwegian Air Shuttle ASA provides
airline services.



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

UKRAINE: Egan-Jones Lowers Senior Unsecured Ratings to BB-
----------------------------------------------------------
Egan-Jones Ratings Company, on September 25, 2024, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Ukraine to BB- from BB. EJR also withdrew the rating
on commercial paper issued by the Company.




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

ATLANTICA SUSTAINABLE: Egan-Jones Retains B- Sr. Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on September 23, 2024, maintained its
'B-' foreign currency and local currency senior unsecured ratings
on debt issued by Atlantica Sustainable Infrastructure PLC. EJR
also withdrew the rating on commercial paper issued by the
Company.

Headquartered in United Kingdom, Atlantica Sustainable
Infrastructure PLC provides renewable energy solutions.


BIRMINGHAM EDUCATION: PKF Smith Named as Joint Administrators
-------------------------------------------------------------
Birmingham Education Consultants Limited was placed in
administration proceedings in the High Court of Justice Business
and Property Courts in Birmingham, Insolvency & Companies List
(ChD), Court Number: CR-2024-BHM-000575, and Brett Lee Barton and
Dean Anthony Nelson of PKF Smith Cooper were appointed as
administrators on Oct. 9, 2024.  

Birmingham Education is a manufacturer of of printed labels.

Its registered office is at Units 2 & 3 Brook Business Centre,
Icknield Street, Beoley, Redditch, B98 9AL.

The joint administrators can be reached at:

         Brett Lee Barton
         Dean Anthony Nelson
         PKF Smith Cooper
         1110 Elliott Court
         Coventry Business Park
         Herald Avenue
         Coventry, CV5 6UB

For further information, contact:

          Kyra Turner
          Email: kyra.turner@pkfsmithcooper.com
          Tel No: 02475-097627


BUILDERS' MERCHANT: Begbies Traynor Named as Joint Administrators
-----------------------------------------------------------------
Builders' Merchant Company Ltd was placed in administration
proceedings in the High Court of Justice Business and Property
Courts in Leeds, Insolvency & Companies List (ChD)), Court Number:
CR-2024-LDS-000944, and Andrew Mackenzie and Laura Baxter of
Begbies Traynor were appointed as administrators on Oct. 9, 2024.


Builders' Merchant specializes in the retail sale of
non-specialised stores.

Its registered office is at 4 Hewitts Business Park, Blossom
Avenue, Humberston, North East Lincolnshire, DN36 4TQ.

The joint administrators can be reached at:

         Andrew Mackenzie
         Laura Baxter
         Begbies Traynor (Central) LLP
         Unit 8B, Marina Court
         Castle Street, Hull
         HU1 1TJ

For further information, contact:

         Begbies Traynor (Central) LLP
         Email: Hull@btguk.com or
         Tel No: 01482 483060


FNZ GROUP: S&P Assigns Prelim. 'B-' LT ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' long-term issuer
credit rating to FNZ Group Ltd. (FNZ), a platform-as-a-service
provider for the wealth and asset management industry, and its
preliminary 'B-' issue rating and '3' recovery rating to the
group's proposed senior secured term loan, indicating its rounded
recovery expectation of 60% in the event of payment default.

The stable outlook reflects S&P's view that FNZ will continue to
show strong organic revenue growth and materially lower exceptional
costs, leading to improved S&P Global Ratings-adjusted EBITDA
margins of around 20% and breakeven FOCF in FY2025.

The preliminary 'B-' rating reflects FNZ's very high leverage and
weak cash flow, offset by strong growth prospects, recurring
revenue, and sound liquidity.  S&P said, "Following the proposed
debt issuance, we expect FNZ's debt to EBITDA will be very high at
around 13x in the financial year ending Dec. 31, 2025 (8x excluding
preferred shares that we view as debt-like), driven by the
company's weak profitability and cash flow profile, which we see as
a key constraint to the rating. The company is at the end of a
multi-year restructuring and growth cycle, during which it has made
significant investments to enter new markets and faced high
exceptional costs, leading to negative S&P Global Ratings-adjusted
EBITDA and FOCF. We expect this trend to improve in FY2025 because
the company's focus is shifting toward organic growth in key
markets with lower customer acquisition costs, and its cost
rationalization has been largely completed in FY2024. We therefore
expect a substantial slowdown in exceptional costs and improving
profitability and cash flow generation." The company benefits from
strong revenue growth prospects, supported by a large and growing
wealth management market in which FNZ still has significant room to
expand, and its sticky products that are deeply embedded into
customers' workflows resulting in low churn and high recurring
revenues. Additionally, FNZ has a sound liquidity position,
supported by the recent $1 billion of new capital committed from
its shareholders, which will allow for further growth investments.

FNZ's predictable and recurring revenues from a strong customer
base support S&P's rating.  The company provides a platform that
helps streamline its clients' wealth management operations more
efficiently than their legacy solutions and integrates
administrative back-office functions such as trade execution, asset
servicing, and custody into one end-to-end solution. Once a
customer is on board, the platform gets deeply embedded into the
client's processes and becomes essential to their operations. This
is demonstrated by a very high client retention rate of nearly
100%, and minimal churn, which compares well with peers in the
business services and technology and software sectors. Furthermore,
the group has a predictable revenue profile due to the long-term
contract structure (typically five-to-10 years that renews by 12
months thereafter) where pricing is linked to AuA serviced on their
platform. About 75% of the group's revenue comes from AuA-linked
recurring subscriptions and another 9% of revenue repeats from
clients opting into platform enhancements and updates. FNZ's
customer base is well-diversified and includes large banks,
independent advisors, private banks, family offices, insurance
companies, and pension funds across Europe, the U.K., South Africa,
Asia-Pacific and most recently, North America. No customer accounts
for more than 7% of revenue and the top three customers only
account for about 16% of revenue.

FNZ has high revenue and earnings growth prospects given industry
trends and its presence in key geographies.  FNZ began operating in
2003 and has expanded rapidly, at a rate of around 42% on average
over the past three years. This is partly attributable to the
wealth management market's average annual growth rate of around 5%,
which S&P expects will continue in the next two-to-three years at a
similar rate, and partly to an aggressive merger and acquisition
(M&A) strategy, which has led to FNZ's rapid geographical expansion
over the past five-to-10 years. FNZ has serviced AuA worth almost
$2 trillion in 2024 and offers its end-to-end platform-as-a-service
solutions in the main markets with high amounts of wealth under
management, which together account for around 65% of global wealth
and a total addressable market worth $172 trillion. FNZ has a
limited but expanding presence in some recently entered key markets
like North America, which presents a significant growth opportunity
for FNZ.

Exceptional costs have weighed on FNZ's financial metrics over the
past three years, during which the company has focused on growth
and internal restructuring.  In FY2022-FY2024, FNZ incurred high
exceptional costs related to customer acquisition, integrating
business acquisitions, and cost restructuring, which weighed
heavily on its profits and cash flow. In addition to its standard
multi-year servicing contracts, FNZ offers a so-called lift and
shift (L&S) model, which entails the migration of a client onto the
FNZ platform, while FNZ takes on their back-office functions,
optimizes them, and reduces costs. For this, FNZ usually receives
an upfront implementation payment from the client, takes on the
client's back-end staff from day one and therefore carries the
operational costs and risks. The pricing changes to an AuA-linked
billing model once the migration is complete. Over the past several
years, FNZ has entered some self-funded contracts, where the
initial set-up fee is waived until the migration benefits are
realized, which caused significant one-off costs and working
capital outflows for FNZ. The company has also targeted internal
synergies and cost savings by reducing its workforce by more than
15% over the past few years, which carried some short-term
redundancy and synergy costs. As a result, FNZ posted very low S&P
Global Ratings-adjusted EBITDA (because we view the implementation
costs as operating) and negative free cash flow generation over the
past two years and continuing into FY2024.

S&P said, "We expect FNZ's financial performance will improve in
FY2025-FY2026 as the company emerges from its investment and
restructuring cycle.  In our view, exceptional costs will wind down
significantly from FY2025, as management focuses on organic growth
in key markets and client-funded L&S migrations, and its internal
restructuring completes, strengthening its profitability and cash
flow profile. We do not factor in any material M&A over the next
few years, as we expect FNZ will focus on its existing footprint,
which now covers the key personal wealth markets. We also expect
new L&S contracts to be largely funded by the clients from FY2025,
which will require less upfront costs from FNZ and reduce
exceptional costs and working capital needs. Finally, we expect
FNZ's internal restructuring will complete by FY2025, unlocking
cost savings from workforce optimization and leading to lower
exceptionals and materially stronger adjusted profitability and
cash flows. As a result, we expect EBITDA margins to recover to
20%-25% from FY2025 and cash flows will return to positive
territory in FY2025, before improving further in FY2026. This will
lead adjusted debt to EBITDA to reduce to around 8x by FY2026
(around 4x-5x excluding preferred shares). Continued aggressive
investment in customer acquisition, which could lead to negative
FOCF beyond FY2024, is a key risk to our base case, but the
company's sufficient liquidity thanks to the shareholder's capital
injection partly offsets this."

FNZ is exposed to regulatory and reputation risks.   FNZ provides
services in regulated and software-intensive platform-as-a-service
markets with high barriers to entry. While this gives the group a
competitive advantage and drives growth from clients needing to
address regulatory complexity, it also implies considerable costs
associated with compliance and adhering to regulations throughout
its product offering, and could result in significant legal
liabilities, although this has not been the case historically.

S&P said, "In our view, FNZ's shareholders are tolerant to high
leverage but have a track record of providing funding for future
growth.  FNZ is controlled by a group of shareholders, including
Caisse de depot et placement du Québec (CDPQ), which has 43.5%
economic ownership and 75% of voting rights; Temasek, which owns
13% of FNZ and controls 17% of votes; and Generation Investment
Management (GIM), which owns 4.7% and controls 8% of votes. In our
view, CDPQ has a track record of pursuing aggressive investment
strategies often using highly leveraged capital structures. At the
same time, we view positively the recent $1 billion funding that
the shareholders have committed to FNZ. It will support the
company's liquidity position and growth plans, specifically in
terms of working capital and cash flow requirements.

"FNZ operates two banking subsidiaries in Germany, which we
deconsolidate in our analysis of FNZ's financial metrics.   The
banking subsidiaries are regulated entities, subject to capital
requirements, with ringfenced cash and liabilities. They provide
custodian services holding customer deposits on their balance
sheet. While this enhances FNZ's product proposition, we do not
view this as a core operation, unlike revenues generated from
platform sales. To isolate the impact of customer deposits from
FNZ's core financials, we deconsolidate the customer deposits and
cash held within the banking group and exclude the effect of
customer deposits from the cash flow statement. Furthermore, since
we do not consider the custodian service as core to the business,
we exclude interest earned on customer deposits from our adjusted
revenue and EBITDA. In the event of financial distress, the bank
might require regulatory capital injections from FNZ, but we view
this as unlikely given the strong liquidity ratios at the banking
entities.

"The final ratings depend on our receipt and satisfactory review of
all final transaction documentation.  Accordingly, the preliminary
ratings should not be construed as evidence of final ratings. If
S&P Global Ratings does not receive final documentation within a
reasonable time frame, or if final documentation departs from
materials reviewed, we reserve the right to withdraw or revise our
ratings. Potential changes include, but are not limited to, use of
the loan proceeds, the maturity, size and conditions of the loans,
financial and other covenants, and ranking of the facilities.

"The stable outlook indicates our view that, over the next 12
months, FNZ's continued strong organic revenue growth and
materially lower exceptional costs should lead S&P Global
Ratings-adjusted EBITDA margins to improve to around 20% and FOCF
to break even.

"We could lower the rating if FNZ were to experience a material
slowdown in revenue growth or if EBITDA falls short of our base
case, for example, if exceptional and restructuring costs remain
elevated. This could lead FOCF to remain persistently negative and
deplete liquidity, making the capital structure unsustainable.

"We could raise the rating if FNZ successfully executes on its
growth plan while expanding EBITDA and margins ahead of our
expectations, leading to positive FOCF to debt on a sustained basis
and FFO cash interest coverage of above 2x."


G S UK: Quantuma Advisory Named as Joint Administrators
-------------------------------------------------------
G S UK Limited was placed in administration proceedings in the High
Court of Justice Business and Property Courts of England and Wales,
Insolvency & Companies List (ChD), Court Number: CR-2024-00, and
Richard Easterby and Michael Kiely of Quantuma Advisory Limited
were appointed as administrators on Sept. 5, 2024.  

G S UK fka G + S Group UK Limited; G+S Embroidery UK Limited;
Gunold + Stickma U.K. Limited specializes in the wholesale of
textiles; of machinery for the textile industry; and of sewing and
knitting.

Its registered office is at 5 Crocus Street, Nottingham NG2 3DE and
it is in the process of being changed to c/o Quantuma Advisory
Limited, 7th Floor, 20 St Andrew Street, London, EC4A 3AG.

Its principal trading address is at 5 Crocus Street, Nottingham,
NG2 3DE.

The administrators can be reached at:

           Richard Easterby
           Michael Kiely
           Quantuma Advisory Limited
           7th Floor, 20 St. Andrew Street
           London, EC4A 3AG

For further information, contact:

            Elliot Segal
            Email: elliot.segal@quantuma.com
            Tel No: 020-3856-6720


HAMMERSON PLC: Egan-Jones Retains BB Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company, on October 2, 2024, maintained its 'BB'
foreign currency and local currency senior unsecured ratings on
debt issued by Hammerson PLC. EJR also withdrew the rating on
commercial paper issued by the Company.

Headquartered in London, United Kingdom, Hammerson PLC is an owner,
manager and developer of flagship destinations and an investor in
outlets across the UK and Europe, providing approximately one
million m2 of lettable area across 16 cities.


LIBERTY GLOBAL: Egan-Jones Cuts Senior Unsecured Ratings to BB-
---------------------------------------------------------------
Egan-Jones Ratings Company, on October 2, 2024, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Liberty Global Holdings Limited to BB- from BB. EJR
also withdrew the rating on commercial paper issued by the
Company.

Headquartered in London, United Kingdom, Liberty Global Holdings
Limited of the United Kingdom, operates as a holding company.


MAXEGAN RECRUITMENT: RSM UK Named as Joint Administrators
---------------------------------------------------------
Maxegan Recruitment Limited was placed in administration
proceedings in the High Court of Justice Business and Property
Courts in Leeds, Court Number: CR-2024-000977, and Lee Van Lockwood
and Gareth Harris of RSM UK Restructuring Advisory LLP were
appointed as administrators on Oct. 11, 2024.  

Maxegan Recruitment specializes in employment placement agencies.

Its registered office and principal trading address is 9 Woodbrook
Crescent, Billericay, CM12 0EQ.

The joint administrators can be reached at:

         Lee Van Lockwood
         Gareth Harris
         RSM UK Restructuring Advisory LLP
         Central Square, 5th Floor
         29 Wellington Street, Leeds
         LS1 4DL

Correspondence address & contact details of case manager:

         Ryan Marsh
         RSM UK Restructuring Advisory LLP
         Central Square, 5th Floor
         29 Wellington Street, Leeds
         LS1 4DL
         Tel No: 0113 285 5053

Alternative contact:

         The Joint Administrators
         Tel No: 0113-285-5000


OAT TOPCO: S&P Assigned Preliminary 'B' Rating; Outlook Stable
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' rating to
U.K.-based multi-utility service provider Oat Topco Ltd. (OCU
Group), its financing subsidiary Oat Bidco Ltd., the GBP640 million
equivalent TLB, and the fungible delayed draw facility of GBP100
million. The '3' recovery rating on the debt reflects our
expectation of meaningful recovery (50-70%; rounded estimate: 55%)
in the event of a payment default.

S&P said, "The stable outlook reflects our view that OCU will
demonstrate healthy organic revenue growth in the next 12-24
months, thanks to its strong orderbook and project pipeline. This
reflects our view that OCU will continue to capitalize on favorable
secular mega trends and rising committed multi-year spend in
regulated markets. Coupled with the earnings contribution of
recently acquired RJ McLeod and good cost discipline, we expect OCU
will improve its adjusted EBITDA margin toward 13% or above,
supporting gradual deleveraging toward debt to EBITDA of 6x or
below and positive free operating cash flow (FOCF) generation from
fiscal 2026."

OCU is a U.K.-based leading utility infrastructure services
provider and energy transition enabler. It provides end-to-end
service offerings across the entire value chain in multiple
regulated and critical end-markets including energy transition,
telecoms, power, and water. The group benefits from multi-year
framework agreements and long-tenured customer relationships under
strong sector and regulatory tailwinds. However, OCU's business
position is somewhat constrained by its geographical footprint,
scale, customer concentration, and its operations within a
fragmented and competitive market.

OCU is planning to refinance its existing capital structure.   The
group plans to refinance its existing debt of GBP551 million with a
new GBP640 million equivalent TLB, split into pound sterling and
euro tranches. This accompanies the issuance of a new senior
secured RCF of GBP130 million, a new guarantee facility of GBP80
million, and a fungible delayed draw facility of GBP100 million,
all of which remain undrawn at the close of transaction. Following
this transaction, OCU intends to use the net proceeds to also repay
deferred consideration (GBP69 million) due on recent acquisitions,
an acquisition in pipeline (GBP24 million), and other liabilities
(GBP18 million). S&P said, "We note preference shares are also
present in the capital structure, which sit at an entity above Oat
Topco Ltd. We treat these as equity and exclude them from our
leverage and coverage calculations because we see an alignment of
interest between noncommon and common equity holders."

Under strong sector and regulatory tailwinds, OCU's broad core
service offerings and regional delivery model support its national
leading market position.   OCU provides end-to-end service
offerings in multiple regulated and critical end-markets including
energy transition, telecoms, power, and water. It is currently
established as a one-stop-shop utility infrastructure services
provider and serves the entire value chain, including design,
planning, technical and civil work, connection, and commissioning,
as well as maintenance. These services are provided to customers
via a regional delivery model spanning across the national
footprint in the U.K. and Ireland. OCU is located close to a
regional operations team with local demand, which underpins its
flexibility and timeliness of providing bespoke services in
response to customer needs. S&P said, "Relative to peers with few
service offerings and specialization in limited end-markets under a
centralized business model, we positively note OCU's diverse
service offerings and decentralized, regional coverage in multiple
end-markets and believe these would offer OCU an edge over
competitors. Coupled with the emerging structural tailwinds like
decarbonization and committed government spending trends through
successive regulatory cycles, we expect these would help develop
the orderbook and project pipeline, supporting the competitive
position of the business."

Flexible cost structure and technology-enabled business processes
enhance OCU's operating efficiency.   OCU is structurally
well-positioned to scale with an efficient operation, exhibited
through its flexible cost base, subcontractor usage, and
digitalized business model. Within OCU's cost structure, the
company has a high share of variable or semi-variable costs (over
80%), including labor, materials, plant, and equipment hire costs,
among others. Although labor costs account for the largest cost
base of the business, OCU utilizes a subcontracting arrangement
extensively, with employees only representing about 40% of the
total 4,500-strong workforce. In addition, OCU is well-progressed
with its digital transformation journey. S&P said, "We note there
have been significant digital investments incurred in recent years,
including the implementation of enterprise resource planning
system, workforce management tools, customer risk management
software, and the roll-out of shared services. In our view, the
flexible cost structure, subcontracting model, and
technology-enabled processes would allow OCU to exercise greater
control over its cost base and demonstrate agility in coping with
seasonality trends and fluctuations in demand."

OCU's business risk profile is constrained by its geographical
footprint, scale, and customer concentration.   Following the
acquisition of RJ McLeod, OCU has pro forma annual revenue of over
GBP800 million, of which 100% is generated in the U.K. and Ireland.
It operates with a regional service delivery model through 52 sites
and is supported by a workforce of more than 4,500 including
employees and subcontractors. The group has a high customer
concentration, with its top 10 customers accounting for over 50% of
total revenue contribution. S&P said, "We view OCU's scale and
diversification as largely in line with other rated
small-to-mid-sized, national-focused multi-utility service
providers. Although improving to a certain extent, we believe OCU
currently lacks relative scale and its high customer concentration
and limited geographical diversification put it in a weaker
position than sizable, international rated peers with diversified
customer bases, to which we assign a stronger business risk
profile."

OCU operates in a fragmented and competitive market with modest
barriers to entry.   The multi-utility marketplace comprises many
players, ranging from established, national one-stop shop service
providers like OCU, to boutique, regional-focused specialists. Once
an attractive project is identified and secured by competitors or
opportunistic entrants due to more favorable commercial terms,
incumbents would need to pursue other contract opportunities to
build a consistently strong orderbook and project pipeline. Without
differentiated, high quality service offerings and a strong
reputation, S&P believes this fragmented landscape is likely to
raise the degree of competition and reduce project opportunities
for any undifferentiated market participants. That said, we
acknowledge that OCU's long-tenured customer relationship, high
contract renewal rate, specialized tangible asset base, agile
workforce, and early positioning in promising end-markets would
create barriers to entry and help protect its market position in a
fragmented and competitive market.

S&P said, "We expect OCU will continue to actively pursue
value-adding opportunities in a fragmented but consolidating
sector.   Since Triton took ownership in 2022, OCU has completed 12
acquisitions, of which RJ McLeod was the most transformational.
Historical acquisitions provided OCU with the strategic
opportunities to widen its footprint, expand capability, and add
capacity to its established and scalable platform. In the coming
12-18 months, OCU will continue to execute its inorganic growth
strategy in a disciplined manner. In our view, any future
acquisitions are likely to be debt-funded through the utilization
of a delayed draw facility of GBP100 million. To complement its
strategic portfolio, we anticipate OCU will focus on high-growth,
dynamic end-markets in untapped regions, in order to fine-tune its
regional presence and end-to-end service capabilities within the
U.K. and Ireland.

"OCU's financial risk profile reflects our expectation that the
company's adjusted leverage and funds from operations (FFO) to debt
will be characterized by high leverage in the next 12-18 months.  
From fiscal year 2025 (ending April 30, 2025), we expect OCU's
portfolio of multi-year framework agreements and short-to-medium
term project-based contracts will help build the orderbook and
project pipeline, reinforcing the organic growth prospects over the
medium term. In our base case, we include acquisition spending of
about GBP50 million each both fiscal 2025 and 2026, adding
annualized revenue and EBITDA of about GBP120 million and about
GBP20 million in total. Coupled with the earnings contribution of
RJ McLeod and good cost discipline, we forecast OCU will improve
its adjusted EBITDA margin toward 13% or above, supporting gradual
deleveraging toward debt to EBITDA of 6x or below and positive FOCF
generation from fiscal 2026.

"The final ratings will depend on our receipt and satisfactory
review of all final transaction documentation.   The preliminary
ratings should not be construed as evidence of final ratings. If
S&P Global Ratings does not receive final documentation within a
reasonable time frame, or if final documentation departs from
materials reviewed, we reserve the right to withdraw or revise our
ratings. Potential changes include, but are not limited to, use of
loan proceeds, maturity, size and condition of the loans, financial
and other covenants, security, and ranking.

"The stable outlook reflects our view that OCU will demonstrate
healthy organic revenue growth in the next 12-24 months, thanks to
its strong orderbook and project pipeline. This reflects our view
that OCU will continue to capitalize on favorable secular mega
trends and growing committed multi-year spend in regulated markets.
Coupled with the earnings contribution of RJ McLeod and good cost
discipline, we expect OCU will improve its adjusted EBITDA margin
toward 13% or above, supporting gradual deleveraging toward 6x or
below and positive FOCF generation from fiscal 2026."

Downside scenario
S&P could lower the rating if:

-- The company underperformed our forecasts, resulting in
sustained negative FOCF absent material earnings growth;

-- FFO cash interest coverage remained persistently below 2x; or

-- The company adopted a more aggressive financial policy, with
debt-funded acquisitions or shareholder friendly returns that push
adjusted debt to EBITDA above 7x.

Upside scenario

S&P could consider taking a positive rating action if OCU
outperformed its forecasts such that adjusted debt to EBITDA fell
below 5x and FFO to debt increased above 12% on a sustained basis.
An upgrade would also require a commitment from shareholders to
demonstrate and sustain a prudent financial policy that supports
maintenance of these credit metrics.

S&P said, "Governance factors are a moderately negative
consideration in our credit analysis of OCU. Our assessment of the
company's financial risk profile as highly leveraged reflects
corporate decision-making that prioritizes the interests of the
controlling owners, in line with our view of most rated entities
owned by private-equity sponsors. Our assessment also reflects
generally finite holding periods and a focus on maximizing
shareholder returns. Environmental and social factors are overall
neutral to our analysis, although we note environmental and
decarbonization megatrends are supporting growth in investment in
OCU's end markets."


SIG PLC: Moody's Rates Proposed EUR300MM Senior Secured Notes 'B3'
------------------------------------------------------------------
Moody's Ratings has assigned a B3 rating to the proposed EUR300
million five-year backed senior secured notes to be issued by SIG
plc (SIG). The instrument rating is in line with the B3 instrument
rating on the existing backed senior secured notes. All other
ratings, including SIG's B2 long-term corporate family rating and
B2-PD probability of default rating, and the negative outlook also
remain unaffected by the proposed transaction.

Net of transaction fees, costs and expenses, the proceeds from the
proposed issuance will be used to repay SIG's EUR300 million backed
senior secured bond due in 2026.

The B3 rating assigned to the proposed notes is one notch below
SIG's CFR, as they rank junior to the revolving credit facility
(RCF) upon enforcement over the collateral.

RATINGS RATIONALE      

SIG's B2 CFR continues to reflect the company's leading position as
a specialist building materials distribution company with a focus
on the relatively resilient roofing and insulation segments; good
geographic diversification and significant exposure to the more
stable renovation market; conservative financial policies and good
liquidity; and a relatively flexible cost base and the inherent
countercyclical nature of working capital.

Concurrently, the B2 CFR also reflects the fragmented and highly
competitive European building materials distribution market;
inherently low profitability in the industry, which limits free
cash flow generation; a prolonged weakness in the construction and
renovation activity in Europe; and high leverage, with Moody's
adjusted gross debt/EBITDA at 6.4x for the LTM to June 2024.

LIQUIDITY

SIG's liquidity is good, with GBP101 million of cash on the balance
sheet as of June 30, 2024. Additionally, SIG's liquidity benefits
from a fully undrawn GBP90 million RCF, which has been extended to
April 2029 as part of the refinancing transaction. The RCF is
subject to a 6.5x net leverage springing covenant until December
31, 2025, 5.5x between March 31, 2026 and December 31, 2026 and
5.0x from March 31, 2027. The covenant is tested only when the RCF
is over 40% drawn at a quarter end reporting date, and given the
high cash balance, Moody's do not expect drawings near this level.
The company also utilises approximately GBP40 million under a
factoring facility in one of its French businesses to expedite the
collection of receivables. Following the bond issuance and
refinancing transaction, SIG will not have any debt maturities
before 2029.

ESG CONSIDERATIONS

Private equity firm Clayton Dubilier & Rice (CD&R), which owns 29%
of SIG's shares, has two non-executive directors in the Board.
Moody's expect CD&R, similar to other private equity firms, to have
relatively higher appetite for shareholder-friendly actions,
although Moody's also expect that SIG will adhere to its publicly
stated financial policies.

OUTLOOK

The negative outlook reflects SIG's weak trading performance and
credit metrics remaining at current levels in 2024, with only a
modest recovery expected in 2025. It also reflects Moody's
expectation that the company's liquidity will remain good.

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

Upward pressure could materialise if: Moody's adjusted gross
debt/EBITDA decreases below 5.0x on a sustained basis; Moody's
adjusted free cash flow/debt increases towards 5%; Moody's adjusted
EBITA/interest increases towards 2x; and the company builds a track
record of operating with a conservative financial policy.

Downward pressure could materialise if: Moody's adjusted
debt/EBITDA is sustained above 6x; EBITA/interest does not increase
towards 1.5x; free cash flow is sustainably negative; the liquidity
profile deteriorates; or the company pursues debt-funded
acquisitions or shareholder distributions that result in the
weakening of credit metrics.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Distribution and
Supply Chain Services published in February 2023.

COMPANY PROFILE

Based in Sheffield, England, SIG is a European specialist building
materials distributor. The company operates in the UK, France,
Germany, Poland, the Benelux countries and Ireland, focusing on
roofing products and insulation. With approximately 440 branches
across Europe, SIG generated GBP2.7 billion revenue for the LTM to
June 30, 2024, reporting a company-adjusted EBITDA of GBP112
million for the period. The company is listed on the London Stock
Exchange, with a current market capitalisation of GBP243 million as
of October 11, 2024. The private equity firm CD&R owns 29% of the
shares.


SIMPLY BETTER: Leonard Curtis Named as Joint Administrators
-----------------------------------------------------------
Simply Better Solutions Limited was placed in administration
proceedings in the High Court of Justice Business and Property
Courts in Leeds, Insolvency & Companies List (ChD), Court Number:
CR-2024-LDS-000937, and Kelly Burton and Emma Dowd of Wilson Field
Ltd were appointed as administrators on Oct. 8, 2024.  

Simply Better engages in event organisation.

Its registered office is at c/o Ground Floor St Paul's House, 23
Park Square, Leeds, LS1 2ND.  Its principal trading address is at
Ground Floor St Paul's House, 23 Park Square, Leeds, LS1 2ND.

The administrators can be reached at:

           Kelly Burton
           Emma Dowd
           Wilson Field Ltd
           The Manor House
           260 Ecclesall Road South
           Sheffield, S11 9PS

For further information, contact:

            The Joint Administrators
            Tel No: 0114-235-6780

Alternative contact:

            Carl Addy
            Email: c.addy@wilsonfield.co.uk




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

[*] BOOK REVIEW: Taking Charge
------------------------------
Taking Charge: Management Guide to Troubled Companies and
Turnarounds

Author: John O. Whitney
Publisher: Beard Books
Softcover: 283 Pages
List Price: $34.95
Order a copy today at:
http://beardbooks.com/beardbooks/taking_charge.html   

Review by Susan Pannell

Remember when Lee Iacocca was practically a national hero? He won
celebrity status by taking charge at a company so universally known
as troubled that humor columnists joked their kids grew up thinking
the corporate name was "Ayling Chrysler." Whatever else Iacocca may
have been, he was a leader, and leadership is crucial to a
successful turnaround, maintains the author.

Mediagenic names merit only passing references in Whitney's book,
however. The author's own considerable experience as a turnaround
pro has given him more than sufficient perspective and acumen to
guide managers through successful turnarounds without resorting to
name-dropping. While Whitney states that he "share[s] no personal
war stories" in this book, it was, nonetheless, written from
inside
the "shoes, skin, and skull of a turnaround leader." That sense of
immediacy, of urgency and intensity, makes Taking Charge compelling
reading even for the executive who feels he or she has already
mastered the literature of turnarounds.

Whitney divides the work into two parts. Part I is succinctly
entitled "Survival," and sets out the rules for taking charge
within the crucial first 120 days. "The leader rarely succeeds who
is not clearly in charge by the end of his fourth month," Whitney
notes. Cash budgeting, the mainstay of a successful turnaround, is
given attention in almost every chapter. Woe to the inexperienced
manager who views accounts receivable management as "an arcane
activity 'handled over in accounting.'" Whitney sets out 50
questions concerning AR that the leader must deal with -- not
academic exercises, but requirements for survival.

Other internal sources for cash, including judiciously managed
accounts payable and inventory, asset restructuring, and expense
cuts, are discussed. External sources of cash, among them banks,
asset lenders, and venture capital funds; factoring receivables;
and the use of trust receipts and field warehousing, are handled in
detail. Although cash, cash, and more cash is the drumbeat of Part
I, Whitney does not slight other subjects requiring attention. Two
chapters, for example, help the turnaround manager assess how the
company got into the mess in the first place, and develop
strategies for getting out of it.

The critical subject of cash continues to resonate throughout Part
II, "Profit and Growth," although here the turnaround leader
consolidates his gains and looks ahead as the turnaround matures.
New financial, new organizational, and new marketing arrangements
are laid out in detail. Whitney also provides a checklist for the
leader to use in brainstorming strategic options for the future.

Whitney's underlying theme -- that a successful business requires
personal leadership as well as bricks and mortar, money and
machinery -- is summed up in a concluding chapter that analyzes the
qualities that make a leader. His advice is as relevant in this
1999 reprint edition as it was in 1987 when first published.

John O. Whitney had a long and distinguished career in academia and
industry. He served as the Lead Director of Church and Dwight Co.,
Inc. and on the Advisory Board of Newsbank Corp. He was Professor
of Management and Executive Director of the Deming Center for
Quality Management at Columbia Business School, which he joined in
1986.  He died in 2013.



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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,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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