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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

          Thursday, October 24, 2024, Vol. 25, No. 214

                           Headlines



A L B A N I A

ALBANIA: Moody's Raises Issuer Ratings to Ba3, Outlook Stable


C R O A T I A

ZAGREBACKI HOLDING: S&P Upgrades ICR to 'BB' on Company Turnaround


F R A N C E

PICARD GROUPE: S&P Affirms 'B' ICR & Alters Outlook to Negative


G E R M A N Y

ASK CHEMICALS: S&P Assigns 'CCC+' LT ICR, On CreditWatch Positive
FRESSNAPF HOLDING: S&P Assigns Prelim. 'BB-' LT ICR, Outlook Stable
LANXESS AG: Egan-Jones Hikes Senior Unsecured Ratings to BB+


I R E L A N D

CARLYLE EURO 2013-1: S&P Affirms 'B-(sf)' Rating on Cl. E-R Notes
INVESCO EURO IX: S&P Assigns B-(sf) Rating on Class F-R Notes


I T A L Y

ALMAVIVA SPA: S&P Rates New EUR700MM Senior Secured Notes 'BB'
OMNIA DELLA: S&P Assigns Prelim. 'B' LongTerm ICR, Outlook Stable
WEBUILD SPA: S&P Rates Up to EUR600MM New Unsecured Notes 'BB'


L U X E M B O U R G

ACCORINVEST GROUP: Moody's Rates New Secured Bond Due 2031 'B2'
ACCORINVEST GROUP: S&P Rates New EUR500MM Sr. Secured Notes 'B+'
UMAMI TOPCO: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable


N E T H E R L A N D S

VINCENT TOPCO: S&P Hikes LongTerm ICR to 'B', Outlook Stable
WEENER PLASTICS: S&P Withdraws 'B' LongTerm Issuer Credit Rating


R U S S I A

UZAUTO MOTORS: S&P Affirms B+/B Issuer Credit Ratings, Outlook Pos.


S L O V E N I A

GORENJSKA BANKA: S&P Assigns 'BB+' LongTerm ICR, Outlook Stable


U K R A I N E

UKRAINE: Egan-Jones Hikes Senior Unsecured Ratings to B+


U N I T E D   K I N G D O M

COVENTRY HEALTH: FRP Advisory Named as Joint Administrators
KIER GROUP: S&P Upgrades ICR to 'BB' on Solid Performance
LAMODA FASHION: RSM UK Named as Joint Administrators
LINBROOKE SERVICES: Quantuma Advisory Named as Administrators
LINZI JAY: Leonard Curtis Named as Joint Administrators

OVERGATE FACADES: Moorfields Named as Joint Administrators

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A L B A N I A
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ALBANIA: Moody's Raises Issuer Ratings to Ba3, Outlook Stable
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Moody's Ratings has upgraded Albania's long-term foreign and local
currency issuer ratings to Ba3 from B1. Concurrently, Moody's have
also upgraded the foreign currency senior unsecured debt ratings to
Ba3 from B1.

The outlook has been changed to stable from positive.

Moody's decision to upgrade Albania's ratings to Ba3 from B1
reflects enhancements in the country's credit profile due to the
sustained improvements of economic and fiscal strength. Moody's
forecast solid economic growth over the medium term, driven by
European Union (EU, Aaa stable) funding and implementation of
related reforms, foreign direct investments in the tourism sector
and energy sector, productivity-boosting sectoral changes, and a
steady increase in labour participation rates. The general
government debt-to-GDP ratio has significantly decreased since its
peak in 2021, and Moody's forecast a further gradual reduction over
the medium term, supported by the implementation of fiscal
reforms.

The stable outlook reflects Moody's view that that upside and
downside risks to Moody's economic and fiscal forecasts are
balanced. Moody's expect that reforms for the EU accession process
will proceed, but their actual implementation will likely be
gradual and unlikely to significantly alter Moody's assessment of
institutional and governance strength during the outlook period.
Moreover, Moody's expect that government liquidity and banking
sector risks, which are both the key driver for susceptibility to
event risk, will remain contained.

The local currency country ceiling has been raised to Baa2 from
Baa3. The four-notch gap with the sovereign rating reflects
predictable institutions, a contained government footprint in the
economy and financial system, manageable political risk, and
moderate external imbalances. The foreign currency country ceiling
has been raised to Ba1 from Ba2. The two-notch gap to the local
currency ceiling reflects relatively weak, albeit improving, policy
effectiveness and moderate external indebtedness.

RATINGS RATIONALE

RATIONALE FOR THE UPGRADE OF THE RATINGS TO Ba3

The outlook for the Albanian economy is solid; Moody's forecast
real GDP growth to average 3.4% over 2024-28, in line with Moody's
estimates of trend growth.

Key drivers of Moody's solid medium-term growth outlook are
productivity-boosting sectoral changes as labour moves from
agriculture to sectors with higher productivity like tourism and a
continued increase in labour market participation rates softening
the unfavourable demographic trends Albania faces. Additionally,
foreign direct investments mainly concentrated in the sizeable
tourism and energy sectors will support medium-term economic
growth.

Moreover, Albania's credit profile will continue to benefit from EU
funding and the gradual implementation of further reforms related
to the EU accession process. Reform momentum, particularly in the
areas of rule of law, control of corruption and voice and
accountability, is likely to strengthen as EU accession
negotiations advance. Increased economic integration with the EU,
Albania's primary trading partner, is expected to improve the
country's growth potential over the medium term and ultimately
further narrow the gap in income levels with EU member states.

The New Growth Plan for the Western Balkans includes the Reform and
Growth Facility with overall EUR4 billion (or 2.7% of regional 2023
GDP) in concessional loans and overall EUR2 billion (or 1.4% of
regional 2023 GDP) in grants available between 2024-27. The Plan
provides a significant incentive for implementing reforms since
countries can tap into unused funds from regional peers by
fulfilling required reforms.

The indicative allocation for Albania represents EUR922.1 million,
or 4.2% of its 2023 GDP, for the period from 2024 to 2027.
Furthermore, pre-accession EU funds and investments through the
Western Balkans Investment Framework (WBIF) will support the
continuation of institutional reforms and income catch-up to EU
countries.

Solid economic growth combined with a substantial reduction in the
fiscal deficit and the gradual initiation of fiscal reforms has led
to an enhancement of fiscal strength. Following its peak in 2021,
general government debt has declined both in nominal and relative
terms. The debt-to-GDP ratio fell to 57.5% in 2023, marking its
lowest point since 2008 - the recent upward adjustment of nominal
GDP for 2023 reduced the public debt ratio by 1.4 percentage
points. Moody's anticipate that the public debt ratio will continue
its downward trajectory, decreasing to 54.3% by 2025 and, in the
absence of shocks, falling below 50% by 2029.

Due to the more significant deceleration in inflation and reduction
in funding costs, the forecast deterioration of debt affordability
is less severe than Moody's had expected at the time of the last
rating action in April 2024. Moody's forecast interest payments as
a percentage of revenue to rise from 7.4% in 2023 to a peak of 8.0%
in 2024, before dropping to 7.7% in 2025.

Fiscal reforms include the likely approval of the medium-term
revenue strategy (MTRS) later this year, for which public
consultation has recently begun. The full implementation of the
MTRS, encompassing improvements in revenue administration and tax
policy measures, is projected by the Albanian authorities to boost
revenues by 2.5% over the medium term. Parts of the reforms were
already implemented in recent years.

Enhancements to public investment management have also been adopted
recently, including the national single project pipeline, which
identifies and prioritises strategic projects in Albania, directing
both foreign and domestic funding towards these priorities and
linking long-term goals with medium-term budget planning. Moody's
expect that the authorities will adhere to the fiscal rules
outlined in the Organic Budget Law, which mandates a non-negative
primary balance and a yearly reduction of the general government
debt-to-GDP ratio until it reaches 45% of GDP.

However, power shortages due to decreased hydropower generation
during droughts can hinder economic growth and lead to higher
electricity imports, thereby imposing quasi-fiscal risks on the
government's budget. Moody's expect that these risks will gradually
diminish over the medium term through power sector reforms,
reductions in distribution and transmission losses, further
diversification of the energy mix, and increased domestic
electricity production.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's view that the risks to Moody's
economic and fiscal forecasts are balanced. Upside risks include
stronger than projected growth in the tourism sector,
greater-than-expected inflows of foreign direct investment, and a
more significant impact from the EU's New Growth Plan on economic
activity. Conversely, downside risks encompass a swift and material
depreciation of the exchange rate, severe droughts disrupting
energy generation, a further rise in geopolitical risks, and more
adverse effects from negative demographic trends.

Moody's expect that reforms for the EU accession process will
advance. After completion of the screening process in December 2023
and the opening of the first cluster on Fundamentals on October 15,
2024, Albania will likely open additional clusters in 2025. That
said, actual reform implementation will likely be gradual and
unlikely to significantly alter Moody's assessment of institutional
and governance strength during the outlook period. The Albanian
authorities aim to become a member of the EU by the end of this
decade.

Moreover, Moody's expect that government liquidity and banking
sector risks, which drive Albania's susceptibility to event risks,
will remain contained. The government's gross borrowing
requirements are relatively large at 17% of GDP in 2024-25 on
average, higher than the Ba3-rated median of 12% of GDP in 2024-25.
The linkages between the sovereign and banking system are
relatively high as the banking system is a key funding source for
the government.

That said, Albania's government liquidity risk is mitigated by
funding from the EU and international financial institutions,
active liability management operations, and the domestic banking
system being a reliable, sizeable funding base because of its high
liquidity as measured by the loan to deposit ratio of 49% as of
July 2024. Albania's banking sector risk is driven by the
relatively weak intrinsic strength of the highly euroized banking
system in combination with the size of the system accounting for
83% of GDP.

ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS

Albania's CIS-4 indicates the credit rating is lower than it would
have been if ESG risk exposures did not exist. This reflects the
country's low quality of basic service and unfavourable
demographics. Albania's governance profile remains moderately weak,
although it is likely to strengthen as EU accession talks
progress.

Albania's E-3 issuer profile score reflects the country's
sensitivity to environmental risks. This is because increased
temperatures and precipitation variability will have a negative
impact on the large agriculture sector (16% of real GDP in 2023).
In addition, the large tourism sector (overall contribution to GDP
of about 20% in 2023) and the coastal population will be adversely
affected by sea level rise.

Moreover, Albania almost exclusively relies on hydropower for
electricity generation. Power shortages as a result of drought can
weaken economic growth and increase electricity imports that pose
quasi-fiscal risks to the government's budget. That said, those
risks are mitigated by the reforms in the power sector, a reduction
of electrical losses in distribution and transmission, further
diversification of the country's energy mix and increasing domestic
electricity production.

Albania's S-4 issuer profile score reflects mainly the low quality
of basic service and unfavourable demographics, given high
emigration and an aging population, which will weigh on trend
growth over the long term. Health outcomes, housing, education and
labour and income are also a source of credit risk, although to a
moderate extent.

Albania's G-3 issuer profile score reflects significant
improvements in strengthening its institutions in recent years,
though its performance in respect of rule of law and control of
corruption remains relatively weak. Reform momentum is likely to
strengthen as EU accession talks progress, particularly progress in
these areas.

GDP per capita (PPP basis, US$): 19,485 (2023) (also known as Per
Capita Income)

Real GDP growth (% change): 3.9% (2023) (also known as GDP Growth)

Inflation Rate (CPI, % change Dec/Dec): 4% (2023)

Gen. Gov. Financial Balance/GDP: -1.3% (2023) (also known as Fiscal
Balance)

Current Account Balance/GDP: -1.2% (2023) (also known as External
Balance)

External debt/GDP: 44.1% (2023)

Economic resiliency: ba1

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

On October 15, 2024, a rating committee was called to discuss the
rating of the Albania, Government of. The main points raised during
the discussion were: The issuer's economic fundamentals, including
its economic strength, have materially increased. The issuer's
institutions and governance strength, have not materially changed.
The issuer's fiscal or financial strength, including its debt
profile, has materially increased. The issuer's susceptibility to
event risks has not materially changed.

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

Upward pressure on Albania's rating could arise if the sovereign's
fiscal and debt metrics looked likely to be materially and durably
stronger than Moody's currently expect. Higher than currently
forecast GDP and per-capita income growth could also result in
upward rating pressures. This could stem from a more favourable
effect of fiscal reforms, along with a stronger economic impact
from investment projects and the mandatory implementation of
reforms for EU funding, compared to Moody's current expectations.

An improvement in institutional and governance strength would also
create upward pressure on the rating, for example through improved
fiscal policy effectiveness or continued advancements in
implementing rule of law and anti-corruption reforms.

Albania's ratings could come under downward pressure if a weaker
fiscal and macroeconomic scenario than currently expected would
crystallize, such as in the case of a severe economic shock or the
materialization of contingent liabilities. Credit negative would
also be an increase in government liquidity risks.

A decline in political backing for further economic and
institutional reforms, along with a move away from the EU accession
process, would also be credit negative. Albania, as a NATO member,
would face ratings pressure if there were a significant increase in
susceptibility to event risk in the unlikely event of an escalation
of the Russia-Ukraine war with NATO involvement.

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




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C R O A T I A
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ZAGREBACKI HOLDING: S&P Upgrades ICR to 'BB' on Company Turnaround
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S&P Global Ratings has raised its long-term issuer credit rating on
Croatia-based Zagrebacki Holding d.o.o. (ZGH) to 'BB' from 'B+'.
S&P considers ZGH's stand-alone credit profile (SACP) has improved
to 'b-' from 'ccc+' and still see a very high likelihood of the
company receiving support from its owner, the city of Zagreb,
leading to a four-notch rating uplift.

The stable outlook reflects S&P's expectation that cash flow
metrics and liquidity will remain resilient, and that the company
will generate positive EBITDA in upcoming years, with stable to
reduced leverage.

The company's ability to implement its strategic restructuring has
resulted in a stable liquidity position and positive EBITDA
development.  Following the organizational turnaround started in
2021, ZGH returned to profitability in 2022 with S&P Global
Ratings'-adjusted EBITDA at EUR55 million, which further improved
in 2023 to about EUR66 million. The improved profitability stems
from the 20% reduction of fixed operating expenditures as well as
further efficiency gains through a redesign of its organizational
structure. The company's management continues to focus on
simplifying the group's complex structure--comprising 12 branches
and corporate services--which could lead to the realization of
further efficiency gains. With the targeted strategic goal to
implement a new organizational structure through the merger of
subsidies, S&P expects ZGH to realize cost efficiencies over the
coming years. The business optimization efforts will continue,
enabling ZGH to stabilize its reported EBITDA at EUR45
million-EUR55 million, excluding support from the city of Zagreb.

Management's positive incentives over the past two years lead S&P
to revise its management and governance modifier to neutral from
moderately negative.  Newly implemented initiatives--such as cost
efficiency measures and the EUR305 million bond refinancing in July
2023--coupled with the positive EBITDA generation lead us to revise
its assessment of ZGH's management and governance modifier to
neutral from moderately negative. The improved management oversight
is reflected in a 20% reduction in fixed operating costs,
particularly personnel costs, and S&P expects the company to
continue implementing cost reduction initiatives.

S&P said, "We do not expect any liquidity risk until the next major
refinancing in 2028.   ZGH's management has successfully
restructured its balance sheet risks by replacing its EUR139
million short-term loans and EUR0.81 million long-term loans
portfolio with EUR219 million long-term loans in September 2022 in
addition to issuing a EUR305 million bond in July 2023. The company
has no material maturities until 2028, which puts ZGH in a
comfortable position from a liquidity perspective. We understand
that the company intends to refinance all upcoming maturities in a
timely manner and avoid a last-minute refinancing like in 2023. Due
to the significantly improved liquidity situation compared to
previous years, we have revised our liquidity assessment to
adequate from less than adequate.

"We continue to expect material investments in Zagreb's
infrastructure as part of ZGHs investment plan.  We expect that
ZGH, in cooperation with the City of Zagreb, will meet its EUR590
million investment plan by 2028. Investments will focus on further
reducing water leaks under the Zagreb Project, followed by the
continuous rollout of smart meters for its gas distribution
business. Although we assume that the costs of the Zagreb Project
will be largely financed by EU funds, in our base case we have
included an increase in capital expenditure (capex) for ZGH to
EUR35 million-EUR45 million annually.

"The stable outlook reflects our expectation that ZGH will continue
posting positive EBITDA over the coming years, as well as gradually
deleverage its business despite further growth investments as part
of its new strategy. Our stable outlook considers the expectation
that the company will continue to maintain an adequate liquidity
buffer over time.

"We could lower the rating if ZGH's EBITDA turns negative without
any sign of recovery. Although unlikely, a downgrade of the city to
'BB+' would trigger a similar action on ZGH.

"We currently view an upgrade as unlikely, given the company's high
leverage and the sensitivity of its metrics to its investment plan.
That said, we could raise our rating if ZGH reports a funds from
operations-to-debt ratio of about 12% over the next two years.

"We now view governance as a neutral factor in our credit analysis
of ZGH. This stems from the positive results of the company's
turnaround with the new management team. That said, the company
continues to show difficulties in centralizing information from its
multiple segments, which has a negative effect on governance. ZGH
is the government's vehicle to implement the city of Zagreb's
strategies, and it operates throughout several branches, including
gas distribution and supply; waste collection and treatment; water
supply; cemeteries; publishing; city markets; and many others."




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F R A N C E
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PICARD GROUPE: S&P Affirms 'B' ICR & Alters Outlook to Negative
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S&P Global Ratings revised its outlook on France-based frozen food
retailer Picard Groupe (Picard) to negative from stable and
affirmed the 'B' long-term issuer credit rating.

S&P said, "We also affirmed our 'BB-' issue rating and kept the '1'
recovery rating (rounded recovery estimate: 95%) on the upsized
EUR75 million super senior RCF; our 'B' issue rating and '3'
recovery rating (rounded recovery estimate: 55%) on the EUR1,425
million senior secured notes; and our 'CCC+' issue rating on the
existing EUR310 million senior unsecured notes.

"The negative outlook reflects our view that Picard's rating
headroom has reduced by taking on additional on-balance-sheet debt,
leading to S&P Global Ratings-adjusted leverage of 8.4x (7.0x on a
cash-pay basis), which is materially above our 7.5x downgrade
trigger and higher than the 6.3x leverage ratio we had anticipated
in June 2024 for fiscal 2025."

Picard plans to finance Lion Capital's exit with a mix of debt and
equity, raising S&P Global Ratings-adjusted debt to EBITDA to 8.4x
in fiscal 2025.   As announced on Sept. 30, 2024, IGZ signed an
agreement to acquire Lion Capital's 52% stake--in addition to its
existing 45% stake--in Picard for a total consideration of about
EUR948 million. This resulted in IGZ becoming the controlling
shareholder with the majority of the shares. Management is likely
to retain some stakes in Picard.

The proposed transaction includes EUR200 million of additional
floating notes fungible with the EUR575 million tranche issued in
July this year and an increase of the super senior RCF by EUR15
million. The transaction will also include a EUR120 million vendor
loan from Lion Capital and an equity injection in the form of
EUR270 million of PIK shareholder notes with strong debt
characteristics in comparison to similarly structured transactions.
The PIK shareholder notes will sit outside the restricted group.

S&P understands that IGZ is held partly by Imanes, the Zouari
Family Office's vehicle, and asset manager ICG. ICG's participation
will take the form of a EUR190 million common equity injection and
a EUR270 million PIK instrument, while Imanes will bring EUR40
million of new equity and will roll over its current stake
amounting to EUR154 million.

S&P said, "The two non-common-equity instruments (vendor loan and
PIK shareholder notes) are accounted for as debt items under our
criteria, leading Picard's S&P Global Ratings-adjusted leverage to
spike at 8.4x in fiscal 2025 and 8.3x in fiscal 2026, from 7.5x in
fiscal 2024. Nonetheless, we also look at leverage excluding the
vendor loan and PIK shareholder notes, given the cash-preserving
characteristics of these instruments, resulting in expected
leverage of 7.0x in fiscal 2025 and 6.8x in fiscal 2026."

While Picard's new controlling shareholder is committed to a more
conservative policy, the transaction's immediate effect is reduced
rating headroom.   In June this year, Picard refinanced its
existing senior secured notes with a lower amount of about EUR200
million, demonstrating restraint in its financial policy and
translating into leverage that would have reached 6.3x by the end
of fiscal 2025. In S&P's view, this would have resulted in
recovering rating headroom after two years of operational headwinds
due to large energy costs in particular, and translated into S&P
Global Ratings-adjusted leverage of 7.2x in fiscal 2023 and 7.5x in
fiscal 2024 (somewhat mitigated by the group's strong liquidity).

S&P understands that the new shareholder's ambition is to reduce
leverage in the medium term, without the dividend recapitalization
that Picard used to undertake when Lion Capital was controlling
shareholder.   IGZ's future financial policy of deleveraging Picard
is consistent with asset manager ICG's track record and aligns with
the family's stated priority of reducing gross financial debt.
However, this transaction re-leverages the group, with a EUR200
million tap on its floating notes increasing the cash-pay leverage
(excluding the PIK shareholder notes and vendor loan) to about 7.0x
and leaving less cash on the balance sheet than in previous years.
That said, S&P expects cash balances to improve following the usual
highly cash-generative end-of-year season. Compensating for this,
however, is the deleveraging through the redemption of the EUR120
million vendor loan with common equity over the months to come.

S&P said, "We expect Picard's strategy to remain broadly in line
with its past strategy, leading to moderate future growth.   We
expect the new shareholding structure to bring continuity in the
operating strategy, with a sustained focus on expansion in France
(which represented more than 97% of sales in fiscal 2024) through
the establishment of Picard stores in whitespace locations (where
growth opportunities have been identified through gaps in products,
services, or locations) and targeted consumer campaigns thanks to
data sciences tools."

S&P said, "Although the group wants to continue the penetration
into foreign markets, such as Belgium, Sweden, and Switzerland,
through the sales of its branded products to local grocery chains,
we don't expect that to yield a material EBITDA contribution over
our forecast period. The group's online sales represented around 5%
of total revenue, reflecting the group's increasing focus on
digital development, although the latter still represents only a
small proportion of overall sales. As a result, we expect Picard's
growth trajectory to remain moderate at about 2.5%-3.5% per year.

"Following stable topline results in the first quarter of fiscal
2025 on a year-on-year basis, we expect a resilient operating
performance for the rest of the year.  Despite lower like-for-like
sales in France, the first quarter of 2025 saw stable revenues and
slightly higher EBITDA than in the first quarter of fiscal 2024.
The latter included Easter and its operating performance benefits,
while Easter fell on March 31 this year and therefore was excluded
from the first-quarter 2025 results. We understand that Picard's
use of data science to manage the customer relationship and target
consumers has helped it navigate periods of bad weather this year,
enabling the group to react rapidly and adapt its product offering
and marketing campaigns accordingly. In addition, sales in the
Paris region were a bit better than we expected this year because
people went on holiday later because of the Olympic games.

"We anticipate stronger results in the rest of fiscal 2025, given
that the end-of-year celebrations mark the busiest season for
Picard. As a result, our base case remains unchanged from June,
with sales expected to reach EUR1.46 billion in fiscal 2025 and
EUR1.9 billion in fiscal 2026. In addition, we expect the EBITDA
margin to remain in excess of 16%, comparing favorably with the
rest of the food retail industry. This is thanks to normalized
energy costs, continued cost discipline, and Picard's strong brand
perception in the frozen food market, which allows it to sell, in
store at a relatively premium price, products that need few
maintenance costs given their less perishable nature (notably in
contrast to traditional grocers). We therefore forecast the group's
S&P Global Ratings-adjusted EBITDA to stand at EUR307 million in
fiscal 2025 and to climb to EUR318 million in fiscal 2026, from
EUR286 million in fiscal 2024.

"Despite the higher debt quantum and higher interest expenses, we
expect FOCF after leases will continue to be positive and to
increase.  Strong profitability, limited capital expenditure
(capex) needs (at about 3.0% of sales), and neutral working capital
flows over the medium term should result in structurally positive
FOCF after lease payments of about EUR45 million-EUR50 million in
fiscal 2025 and fiscal 2026, despite slightly higher interest costs
from the additional EUR200 million floating-rate notes. In our base
case, Picard's sustainably positive FOCF after leases and the
committed absence of dividend payments over the short term should
strengthen Picard's comfortable liquidity buffer of EUR130 million
expected at the end of fiscal 2025.

"Our negative outlook reflects our expectation of Picard's reduced
rating headroom following the takeover by IGZ, which will result in
additional debt on the balance sheet with S&P Global
Ratings-adjusted leverage of 8.4x (7.0x on a cash-pay basis),
materially above our 7.5x downgrade trigger and much higher than
the 6.3x leverage ratio we had originally anticipated in June 2024
for the current fiscal year."

Downside scenario

S&P said, "We could lower the rating over the next 12 months if the
group shows no tangible signs of a more conservative financial
policy, such that S&P Global Ratings-adjusted debt to EBITDA
remains well in excess of 7.5x. We could also lower the rating if
the group underperforms our base-case assumptions on earnings and
cash flows as a result of intensified competition in the French
grocery market, a food-safety scare damaging Picard's brand, a
supply chain disruption, or inability to adapt to changing consumer
behavior."

Upside scenario

S&P would revise the outlook to stable if, on the back of a more
conservative financial policy and strong operating performance
resulting in gross debt deleveraging, there is a marked improvement
in S&P Global Ratings-adjusted debt to EBITDA to at least 7.5x and
FOCF generation is in line with our current base-case assumption of
about EUR45 million per year.




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G E R M A N Y
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ASK CHEMICALS: S&P Assigns 'CCC+' LT ICR, On CreditWatch Positive
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S&P Global Ratings assigned its 'CCC+' long-term issuer credit
ratings to global foundry solutions provider ASK Chemicals, then
subsequently placed the rating on CreditWatch with positive
implications. At the same time, S&P assigned its preliminary 'B-'
issue rating with a preliminary '3' recovery rating to the proposed
bond in line with its expectations.

S&P said, "The CreditWatch positive reflects that the proposed
transaction plus our assumption of adjusted debt to EBITDA dropping
below 6.0x in 2024 would likely prompt us to raise the long-term
issuer credit rating by one notch to 'B-' from 'CCC+'. We expect to
resolve the CreditWatch by end-October 2024, once the transaction
is final and the bond has been successfully issued."

The rating assignment captures ASK's plans to launch EUR325 million
of senior secured notes to refinance an existing EUR225 million TLB
due January 2026.   The proposed transaction also includes raising
a EUR40 million super senior revolving credit facility (RCF)
maturing in 2029. The notes' proceeds are earmarked to partially
repay its PIK instrument by EUR90 million and EUR10 million in
financing fees, alongside the aforementioned TLB. Post refinancing,
ASK's capital structure will include EUR325 million of notes, EUR40
million of undrawn RCF, EUR45 million of HoldCo PIK debt, and about
EUR11 million other debt (mainly short-term local credit lines).
Gross financial debt outstanding will increase to about EUR382
million in 2024 from about EUR306 million in 2023.

In S&P's view, ASK's successful divestiture of its metallurgy
business, completed on Sept. 2, 2024, marks progress on the
company's turnaround plan.  This business line is a single-plant
operation that had historically been non-core with limited growth
potential. The sale was motivated by several factors, including
high energy intensity, reliance on governmental subsidies, and
significant future capital expenditure (capex) requirements needed
to sustain the business. The transaction implied an enterprise
value of approximately EUR48 million, with net proceeds totaling
around EUR14 million, which included the release of working
capital. Balance sheet adjustments included the release of pensions
(EUR14 million), lease liabilities (EUR3 million), and factoring
(EUR4 million). Although the metallurgy business accounted for
about 13% of ASK's 2023 revenues, it only contributed approximately
4% to EBITDA, as it was margin dilutive. Following the disposal,
the company's margin percentage is expected to improve by 1% to
2%.

ASK's turnaround plan has led to a notable improvement in
profitability for 2024, despite a drop in sales volumes.   S&P
expects net sales to decline by approximately 1.6% in 2024 (on a
pro-forma basis excluding the metallurgy business in 2023 and 2024)
amid subdued demand and challenging macroeconomic conditions, as
seen in the 7% year-on-year revenue decrease to EUR424 million as
of end-July 2024. However, effective cost-controls and lower raw
material prices enabled ASK to maintain a strong company reported
EBITDA margin of about 14.4%, from 9.7% year-to-date July 2024. By
July, company reported EBITDA had grown 38% year on year to about
EUR61 million, thanks to savings from operational efficiencies,
management changes, and operational streamlining. The company aims
for EUR15 million in run-rate savings in 2024 (already EUR8.4
million realized as of July 2024) and about EUR23 million by
end-2025 thereby boosting profitability, with projected S&P Global
Ratings-adjusted EBITDA reaching EUR80 million in 2024 and EUR92
million in 2025. These run-rate savings are the result of various
initiatives on the organization, its cost structure, and
operations. This should help maintain significantly improved
margins of 12%-14%.

S&P said, "We expect ASK's improved profitability to significantly
enhance its free operating cash flow (FOCF).   This will be further
underpinned by about 3% topline growth from 2025 onward as the
company benefits from new expansions in China, Mexico, and North
America, alongside strong price management. Consequently, we
forecast S&P Global Ratings-adjusted FOCF to rise to around EUR30
million in 2024 before decreasing to about EUR20 million in 2025,
due to the increase in interest expense linked to the new capital
structure and the full-year effect of the expected interest on the
bond; this compares with adjusted FOCF of EUR5 million in 2023.
Lower nonrecurring costs and additional cost-savings will also
support stronger FOCF. Additional factors underpinning FOCF
generation include the restructuring of the company; improved cash
management with a slightly negative change in working capital and
prudent capital expenditure (capex) management; as well as the sale
of the metallurgy business.

"We anticipate significant gains in EBITDA and FOCF will
substantially improve ASK's credit metrics.   S&P Global
Ratings-adjusted leverage will likely decline to 5.4x in 2024, from
6.1x at end-2023, giving ASK ample headroom under the current
rating. Furthermore, as EBITDA continues to grow, we project
leverage will further decrease to 4.7x in 2025. The strong EBITDA
growth will help ASK to maintain its EBITDA interest coverage in
between 1.5x and 2.0x in 2025.

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

"Additionally, while we assume ASK will be managed at a prudent
level of leverage, the current rating embodies the risks associated
with financial policy given the company's private equity
ownership.

"The CreditWatch positive reflects our view that ASK's successful
refinancing of its TLB and extension of the RCF maturing July 2025,
alongside S&P Global Ratings-adjusted debt to EBITDA below 6.5x,
will improve its capital structure and likely lead us to raise the
rating by one notch to 'B-'. We aim to resolve the CreditWatch
placement when the refinancing is completed and we receive final
documentation, expected to occur before the end of October.

"We could affirm the 'CCC+' rating if ASK does not successfully
refinance its debt maturities as intended."


FRESSNAPF HOLDING: S&P Assigns Prelim. 'BB-' LT ICR, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB-' long-term issuer
credit rating to European pet care retailer Fressnapf Holding SE
and its preliminary 'BB-' issue rating, with a preliminary '3'
recovery rating, to the company's proposed EUR800 million senior
unsecured notes.

S&P said, "The stable outlook reflects our expectation that the
Arcaplanet acquisition will reinforce Fressnapf's leading position
in Europe while the cost base restructuring will temporarily weigh
on its margin. We forecast S&P Global Ratings-adjusted debt to
EBITDA should improve to 3x-4x over 2025-2026 from about 4.1x in
2024."

Elevated leverage at transaction close constrains the preliminary
rating on Fressnapf.   On June 28, 2024, Fressnapf reached an
agreement to acquire the remaining 67% stake in Arcaplanet from its
previous majority owner Cinven and its management. The transaction
is pending EU antitrust clearance. S&P said, "We expect it to close
during fourth-quarter 2024. At close, Fressnapf will increase its
stake in Arcaplanet to 100% from 33%. Following the transaction,
private equity firm Cinven will have a 15.7% stake in the combined
Fressnapf group. As part of the transaction, Arcaplanet's EUR550
million senior secured notes due 2028 (rated 'B') will remain
outstanding while its other financial indebtedness will be repaid,
and we expect Arcaplanet's EUR80 million super senior secured RCF
will be canceled. In addition, the group intends to raise EUR800
million senior unsecured notes and a EUR300 million senior
unsecured RCF to fund the buyout of Arcaplanet, repay
Fressnapf-owner Allegro's outstanding debt, and acquire Fressnapf
Luxembourg's stores and operative assets. Pending closing of the
transaction, we understand that Allegro will not carry any
financial debt and the current profit and loss transfer agreement
between Allegro and Fressnapf will cease. We view the Arcaplanet
acquisition as transformative for Fressnapf, which previously had
no significant financial debt, leading to S&P Global
Ratings-adjusted debt to EBITDA of 4.1x in 2024 (pro forma the full
consolidation of Arcaplanet). At year-end 2024, we estimate S&P
Global Ratings-adjusted gross debt of about EUR2.5 billion,
comprising consolidated financial debt of approximately EUR1.4
billion and EUR1.1 billion of lease liabilities."

The acquisition of Arcaplanet will reinforce Fressnapf's leading
position in the continental European pet care retail market, with
pro forma revenue of more than EUR3.4 billion for 2023.   The
combined group is well diversified, operating through its brands
Fressnapf, Maxi Zoo, Zoo City, and Arcaplanet in 13 European
countries (excluding Luxembourg), and retains a leading market
position in the niche pet retail markets in Germany (37% of revenue
in the 12 months to June 30, 2024), Italy (20% of revenue), France
(15% of revenue), and Austria (8% of revenue), while scale is a
constraining factor for Fressnapf's business profile. In Germany,
the group mainly operates through franchise stores, for which it
acts as a wholesale supplier and receives service fees from its
franchisees, while it mostly operates its own stores outside
Germany. S&P said, "Fressnapf leases its retail network, which
allowed a relatively rapid store expansion in recent years. More
than 500 new stores were opened after 2020 and we expect a further
acceleration in the next three years, with more than 150 new store
openings per year. The group aims to attract and retain customers
through its extensive pet food offering, accounting for 75% of its
revenues, as it leverages its skilled staff to provide advice in
store. We believe this represents a key competitive advantage
compared with more generic supermarkets. Fressnapf aims to shift
customers to its exclusive brand portfolio, which accounted for 50%
of its total sales in 2023. The portfolio is titled toward the
premium category and competes with branded products, at a lower
price point. The launch of its Friend's loyalty program in 2022
supports customer retention for its food and non-food products by
granting discounts and improves direct marketing. Overall, we
believe the group's focus on food offering and its own-brand
portfolio is a key barrier to entry in its existing markets since
it increases brand loyalty. On the flip side, as consumers are
reluctant to switch frequently between pet food brands, we
acknowledge that a new store typically reaches full revenue
potential only after four to five years from its opening and are
profitable after the first year."

S&P said, "Supportive underlying market trends and new store
rollouts support our expectation of about 10% revenue growth per
year until 2026.   The steady growth of the European pet care
market over the past five years has been driven by a shift toward
higher value products, thanks primarily to secular changes in
customers' attitude toward their pets and an increasing willingness
to improve their living conditions. These premiumization trends are
well embedded in the group's exclusive brand range that will more
than offset a modest decline in overall pet population, leading to
like-for-like revenue growth of more than 2% in its
brick-and-mortar business. In addition, we expect new stores,
stores opened within the last four years, and the extent and
rollout of online offerings across core markets to contribute most
of the total revenue growth, expected at about 10% per year until
2026. We expect adjacent revenue streams of grooming, veterinarian
services, and sales of internally manufactured products to have no
meaningful impact on revenue development.

"Fressnapf's integrated business model and brand awareness drive
its solid EBITDA margins that we expect to be 16%-18% over
2025-2026.   Fressnapf derives about 75% of its earnings from food
products, which makes it akin to a specialized food retailer, with
limited seasonality in earnings. In contrast to traditional food
retailers, its profitability is much higher and it compares well
with other rated specialized food retailers, such as Picard Groupe
(15.9% in 2023), Euro Ethnic Food (estimated at 22.8%), and pet
retailers in the U.S., like PetSmart LLC (estimated at 19.4% in
2023) and Petco Health & Wellness (12.1% in 2023). Profitability is
supported by the high contribution of exclusive brands to revenue
and gross margins. In our view, the exclusive brand positioning
drives customer loyalty, while enabling cost control. Moreover, we
assess demand for specialized and premium brands to be largely
inelastic, since pricing is coupled with good quality. We expect
S&P Global Ratings-adjusted EBITDA margins to improve to about
16.8% in 2026 from 16.1% in 2024, but expect that the group will
incur costs to streamline the Fressnapf operations (mainly in 2025)
that will temporarily constrain its margin at about 15.4%. We note
that the Arcaplanet's profitability is significantly higher than
Fressnapf's, achieving a 22.5% S&P Global Ratings-adjusted EBITDA
margin in 2023 compared with 13.8% at Fressnapf. We believe that
this is mainly related to a more efficient fixed-cost structure and
the profitable omnichannel business, which are both pillars of the
management's current strategy at Fressnapf.

"In the near term, one-off expenses to achieve cost savings will
reduce profitability.   Fressnapf is looking to improve its cost
structure through a reduction in overhead costs and investment in
warehouse capacity, with three warehouses to open over 2025-2026 to
support its online business and lower logistics expenses. We expect
that those cost savings will contribute at least 100 basis points
to S&P Global Ratings-adjusted EBITDA margin by 2026, despite
meaningful one-off costs of more than EUR90 million in aggregate
between 2024 and 2026, of which most should be incurred in 2025.
With the increased scale following the acquisition and growth from
recently opened stores, the group has the potential for lower
procurement costs and an improved product mix, while we believe
this will be partially offset by pricing initiatives (online and
loyalty program) to attract customers. Since Arcaplanet will be
managed separately for now, we see limited personnel cost savings
but rather benefits from combined procurement.

"We see execution risks for Fressnapf's management initiatives to
lift margins.   The pet food market in 2024 has softened, which we
believe is due to a normalization effect after years of growth.
While we expect the slowdown to be temporary, the ambitious store
opening plans, which are focused on markets outside Germany, might
take longer to ramp up compared with previous cohorts that
benefitted from the higher demand during the pandemic. While we
expect the group will expand its store network, Fressnapf has yet
to undergo the transformation into an omnichannel retailer, extend
and rollout online capabilities in existing and further markets,
and enable click and collect for its customers. We see these as a
necessity to compete with pure players in e-commerce like Amazon
and attract new customers to drive footfall and convert them to
exclusive brand products. The continued collaboration with Cinven
should help to transform the group from a family owned business and
cost structure, leveraging the successful transformation of
Arcaplanet, instore efficiency, and omnichannel. While we see
limited integration risk in relation to the Arcaplanet acquisition
as the business is expected to be operated on a stand-alone basis,
this could still demand management's attention at a time when the
group is focused on the execution of cost reduction initiatives at
Fressnapf, store expansion, and enhancement of online
capabilities."

The preliminary rating is supported by a conservative financial
policy.   This translates into S&P Global Ratings-adjusted debt to
EBITDA at about 4x over 2024-2025 and close to 3x in 2026. The
rating is constrained by the group's limited free operating cash
flow (FOCF) after leases over 2024-2025. S&P said, "We expect
reported FOCF after leases to remain positive in 2024 and 2025,
despite the group's major expansion capital expenditures (capex)
for three warehouses that we expect will be operational in 2025 or
2026 and net store openings of more than 150 per year, which,
coupled with maintenance investments, will come in at EUR211
million in 2024 (6% of sales) and EUR184 million in 2025 (5% of
sales). We expect capex to decline to about 4% thereafter. The
group's financial policy aims to strongly deleverage the capital
structure from the current level of about 4x as adjusted by S&P
Global-Ratings and it is supported by a shareholder agreement
entailing no dividend payments for the next four years. We expect
the group can deleverage rapidly in 2026, close to 3x as it
benefits from the ramp up of new store openings, cost saving
realization, and a material reduction of one-off costs. While some
of the cost savings are set to be delivered on time, the group is
involved in several strategic initiatives that we believe could
pose a risk to the rapid S&P Global Ratings-adjusted EBITDA
expansion to EUR758 million in 2026 reflecting growth of 40%
compared with EUR541 million in pro forma 2023."

Inability to deliver Fressnapf's strategic plan could impair the
group's equity value, raising concern over the way Cinven could
monetize its minority stake in Fressnapf.   S&P said, "While the
financial policy in itself is supportive for a family owned
business, and the sponsor Cinven is only a minority shareholder, we
deem that financial sponsors in general have finite holding
periods. We see a risk that a potential change to the shareholder
structure or shareholder renumeration after the four-year dividend
holiday period could affect leverage. Given the investments
required to support the expansion and cost restructuring plan in
the next two years, we believe the group has limited flexibility to
absorb underperformance versus our current base case as leverage is
close to 4x over 2024-2025, before improving close to 3x in 2026.
We understand that the Fressnapf group will incur most upfront
costs, which we expect to weigh on Fressnapf's cash flow generation
and its cash position in the next 12-24 months. We understand that
the Fressnapf group will incur the majority of upfront costs, and
upstreaming of cash from the more profitable and cash generative
Arcaplanet group is bound by the restrictions of its senior secured
notes."

The final rating will depend on our receipt and satisfactory review
of all final documentation and terms of the transaction.   The
preliminary ratings should therefore not be construed as evidence
of final ratings. S&P said, "If we do not receive final
documentation within a reasonable time, or if the final
documentation and final terms of the transaction depart from the
materials and terms reviewed, we reserve the right to withdraw or
revise the ratings. Potential changes include, but are not limited
to, utilization of the proceeds, maturity, size and conditions of
the facilities, financial and other covenants, security, and
ranking. We would also require a confirmation that the domination
and profit and loss transfer agreement between Fressnapf and
Allegro has ceased to exist, Allegro has no financial debt
outstanding after closure, and Arcaplanet's financial debt, not
taking into account the senior secured notes, has been repaid or
canceled."

S&P said, "The stable outlook reflects our expectation that
Fressnapf's acquisition of Arcaplanet will reinforce its leading
position in the European pet care retail market, which we expect
will return to growth from 2025, supporting Fressnapf's store
expansion in selected countries. At the same time, Fressnapf is
restructuring its cost base, which will temporarily weigh on its
margin profile and, combined with heightened capex, lead to FOCF
after leases of EUR50 million-EUR75 million in 2024-2025. As a
result of these initiatives, we expect that S&P Global
Ratings-adjusted EBITDA margins will improve to more than 16.5%
from 2026 from 16.1% in 2024 and S&P Global Ratings-adjusted debt
to EBITDA should improve to the 3x-4x range over 2025-2026 from
about 4.1x in 2024.

"We could lower the rating if the group faces problems in ramping
up new stores or cannot defend its current market position,
resulting in a contraction in its S&P Global Ratings-adjusted
EBITDA margins. This could result from strategic missteps in its
growth initiatives, weaker industry dynamics than expected, or
inability to improve Fressnapf's cost structure.

"Under this scenario we would likely see a contraction of reported
FOCF after leases compared with our current expectations, with S&P
Global Ratings-adjusted leverage significantly exceeding 4.0x, or
funds from operations (FFO) to debt remaining significantly below
20%."

Rating pressures could also arise if the company pursues a more
aggressive financial policy through mergers and acquisitions,
unexpected shareholder renumeration, or a debt-financed purchase of
minority interests.

S&P said, "We could raise the ratings if we have evidence that the
group successfully rolls out new stores as planned, grows its
customer base through its omnichannel approach, and is delivering
the planned cost savings at Fressnapf, resulting in structurally
higher S&P Global Ratings-adjusted EBITDA margins of more than 18%.
Under this scenario we would observe solid FOCF after leases
supporting leverage well below 4x and FFO to debt over 20%, in line
with the shareholders' ambition to deleverage the capital structure
over time. We would also require a clearer view on a potential exit
of its minority shareholder.

Environmental and social factors are neutral considerations in our
"credit assessment of Fressnapf. We consider the company's exposure
to environmental and social risks is like that of other rated
specialty retailers. We acknowledge that the company's strategy
encompasses social aspects, in particular its impact on local
communities. We believe this will have long-term benefits on the
company's image, although this does not have a material impact on
our credit analysis of Fressnapf now.

"Governance is a neutral consideration in our credit rating
analysis. Following closing of the transaction, Fressnapf's current
shareholder Torsten Toeller and family, through the investment
vehicle Allegro, will hold a stake of 84.3%, while the financial
sponsor Cinven will hold the remaining 15.7%. While we view that
financial sponsors have generally finite holding periods and a
focus on maximizing shareholder returns, we see limited risks in
the near term as the shareholder agreement prevents dividend
distributions over the next four years. However, a more aggressive
financial policy or an increased concern on how the private equity
could monetize its minority stake could alter our view."


LANXESS AG: Egan-Jones Hikes Senior Unsecured Ratings to BB+
------------------------------------------------------------
Egan-Jones Ratings Company on October 9, 2024, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by LANXESS AG to BB+ from BBB-.

Headquartered in Cologne, Germany, LANXESS AG manufactures
specialty chemicals.




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CARLYLE EURO 2013-1: S&P Affirms 'B-(sf)' Rating on Cl. E-R Notes
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Carlyle Euro CLO
2013-1 DAC's class A-2-R notes to 'AAA (sf)' from 'AA (sf)', class
B-R notes to 'AA (sf)' from 'A (sf)', and class C-R notes to 'A-
(sf)' from 'BBB (sf)'. At the same time, S&P affirmed its 'AAA
(sf)' rating on the class A-1-RR notes, 'BB (sf)'rating on the
class D-R notes, and 'B- (sf)' rating on the class E-R notes.

The rating actions follow the application of S&P's global corporate
CLO criteria and its credit and cash flow analysis of the
transaction based on the August 2024 trustee report.

S&P's ratings address timely payment of interest and ultimate
principal on the class A-1-RR and A-2-R notes and ultimate payment
of interest and principal on the class B-R, C-R, D-R, and E-R
notes.

Since the transaction refinanced in 2019:

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

-- The portfolio has become less diversified since the CLO began
its amortization phase (the number of performing obligors has
decreased to 96 from 139).

-- The portfolio's weighted-average life has decreased to 3.44
years from 5.03 years.

-- The percentage of 'CCC' rated assets has increased to 3.75%
from 1.97%.

-- Despite a more concentrated portfolio, the scenario default
rates (SDRs) have decreased for all rating scenarios, mainly due to
the reduction in the portfolio's weighted-average life to 3.44
years from 5.03 years.

  Portfolio benchmarks

  SPWARF                           2,700.08
  Default rate dispersion (%)        690.59
  Weighted-average life (years)        3.44
  Obligor diversity measure           79.31
  Industry diversity measure          20.42
  Regional diversity measure           1.21

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

On the cash flow side:

-- The reinvestment period for the transaction ended in April
2021. The class A-1-RR notes have deleveraged by EUR105.97 million
since then, with a note factor of 55.10%.

-- No class of notes is deferring interest.

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

  Transaction key metrics

  Total collateral amount (mil. EUR)*   280.46
  Defaulted assets (mil. EUR)             0.00
  Number of performing obligors             96
  Portfolio weighted-average rating          B
  'CCC' assets (%)                        3.75
  'AAA' SDR (%)                          57.25
  'AAA' WARR (%)                         37.67

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

  Credit enhancement
                           Current (%)     
                          (based on the     Previous (%)
             Current       August 2024     (refinanced in
  Class     amount (EUR)   trustee report)  October 2019)

  A-1-RR    130,030,504         53.64           40.48
  A-2-R     56,000,000          33.67           26.36
  B-R       24,000,000          25.11           20.31
  C-R       23,000,000          16.91           14.51
  D-R       20,000,000           9.78            9.46
  E-R       10,000,000           6.21            6.94
  Sub       46,200,000            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.

Based on the improved SDRs and continued deleveraging of the senior
notes--which has increased available credit enhancement—S&P
raised its ratings on the class A-2-R, B-R, and C-R notes, as the
available credit enhancement is now commensurate with higher levels
of stress.

At the same time, S&P affirmed its ratings on the class A-1-RR,
D-R, and E-R notes.

S&P's cash flow analysis indicates higher ratings than those
currently assigned to the class B-R, C-R, and D-R notes.

S&P said, "The transaction has continued to amortize since the end
of the reinvestment period in April 2021. However, we have
considered that the manager has been reinvesting unscheduled
redemption proceeds and sale proceeds from credit-improved and
credit-impaired assets. Such reinvestments (as opposed to repayment
of the liabilities) therefore prolong the note repayment profile
for the most senior class of notes.

"We also considered the portion of senior notes outstanding, the
current macroeconomic environment, and the tranches' relative
seniority. Considering all of these factors, we raised our ratings
on the class B-R notes by three notches and on the class C-R notes
by two notches. We affirmed our rating on the class D-R notes.

"Following this analysis, we consider that the class E-R notes'
available credit enhancement is commensurate with a 'B- (sf)'
rating. We therefore affirmed our rating.

"Counterparty, operational, and legal risks are adequately
mitigated in line with our criteria.

"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 2013-1 is a broadly syndicated CLO managed by CELF
Advisors LLP.


INVESCO EURO IX: S&P Assigns B-(sf) Rating on Class F-R Notes
-------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Invesco Euro CLO
IX DAC's class A-R loan and class X, A-R, B-1-R, B-2-R, C-R, D-R,
E-R, and F-R notes. The issuer had also issued EUR43.25 million of
subordinated notes on the original closing date.

This transaction is a reset of the already existing transaction.
The existing classes of loan and notes were fully redeemed with the
proceeds from the issuance of the replacement loan and notes on the
reset date. The ratings on the original loan and notes have been
withdrawn.

This transaction features a class A-R loan with a balance of zero
at closing. The class A-R loan is not funded on the closing date
but will be (up to a maximum amount of EUR50 million) if the
initial class A-R lender elects to convert all of the class A-R
notes they hold into a class A-R loan. The terms of the class A-R
notes and the class A-R loan are the same.

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

This transaction has a 1.50 year non-call period, and the
portfolio's reinvestment period will end approximately 4.50 years
after closing.

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

-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds 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 loan and notes through collateral
selection, ongoing portfolio management, and trading.

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

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

  Portfolio benchmarks

                                                        Current

  S&P Global Ratings weighted-average rating factor    2,878.18

  Default rate dispersion                                627.90

  Weighted-average life (years)                            4.34

  Weighted-average life (years) allowing
  for the reinvestment period                              4.50

  Obligor diversity measure                               81.16

  Industry diversity measure                              20.70

  Regional diversity measure                               1.29

  Transaction key metrics
                                                        Current

  Total par amount (mil. EUR)                            400.00

  Number of performing obligors                             121

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

  'CCC' category rated assets (%)                          5.61

  'AAA' actual portfolio weighted-average recovery (%)    37.08

  Actual weighted-average spread (%)                       4.35

  Actual weighted-average coupon (%)                       4.67

Rating rationale

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We consider that the portfolio primarily comprises broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds on the effective date. Therefore, we 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 par amount,
the covenanted weighted-average spread (4.15%), the covenanted
weighted-average coupon (4.25%), and the actual portfolio
weighted-average recovery rates for 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.

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

"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.

"Until the end of the reinvestment period on April 20, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the loan and 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 legal structure is bankruptcy remote, in line
with our legal criteria.

"The operational risk associated with key transaction parties (such
as the collateral manager) that provide an essential service to the
issuer is in line with our operational risk criteria.

S&P's 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 ratings than those assigned.
However, as the CLO is still in its reinvestment phase, during
which the transaction's credit risk profile could deteriorate, S&P
capped its assigned ratings on the notes. The class A-R loan and
class X, A-R, and F-R notes can withstand stresses commensurate
with the assigned ratings.

S&P said, "In addition to our standard analysis, to indicate how
rising pressures among speculative-grade corporates could affect
our ratings on European CLO transactions, we also included the
sensitivity of the ratings on the class X 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 weapons or
firearms, illegal drugs or narcotics etc. 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."

Invesco Euro CLO IX is a European cash flow CLO securitization of a
revolving pool, comprising mainly euro-denominated senior secured
loans and bonds issued by speculative-grade borrowers. Invesco
European RR L.P. manages the transaction.

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

  X          AAA (sf)     3.00    N/A     Three/six-month EURIBOR
                                          plus 0.72%

  A-R        AAA (sf)   248.00    38.00   Three/six-month EURIBOR
                                          plus 1.38%

  A-R loan†  AAA (sf)     0.00    38.00   Three/six-month EURIBOR

                                          plus 1.38%

  B-1-R      AA (sf)     32.60    27.35   Three/six-month EURIBOR
                                          plus 2.30%

  B-2-R  AA (sf)     10.00    27.35   5.50%

  C-R        A (sf)      23.40    21.50 Three/six-month EURIBOR
                                          plus 3.00%

  D-R        BBB- (sf)   26.00    15.00 Three/six-month EURIBOR
                                          plus 4.25%

  E-R        BB- (sf)    18.00    10.50 Three/six-month EURIBOR
                                          plus 7.09%

  F-R        B- (sf)     15.00     6.75 Three/six-month EURIBOR
                                          plus 9.10%

  Sub. Notes    NR       43.25      N/A   N/A

*The ratings assigned to the class A-R loan and class X, 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.

†The class A-R loan has an initial notional balance of zero but
on any business day the initial class A-R lender may elect to
convert all of the class A-R notes they hold into a class A-R loan
of up to EUR50 million.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.




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

ALMAVIVA SPA: S&P Rates New EUR700MM Senior Secured Notes 'BB'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue rating to the proposed
EUR700 million senior secured fixed rate notes due 2030 issued by
Almaviva SpA (BB/Stable/--).

The company will use the proceeds from the new issuance to
refinance its existing EUR350 million senior secured notes due 2026
and to acquire U.S.-based smart mobility infrastructure software
and hardware provider Iteris for about EUR304 million.

S&P anticipates that Almaviva's leverage will increase to 2.8x in
2024 pro forma the Iteris acquisition. This is still below the
maximum 3.0x commensurate with the 'BB' rating, and will fall to
below 2.5x in 2025.

Almaviva is also raising a super senior revolving credit facility
(RCF) of EUR160 million maturing in 2030 to replace its EUR70
million super senior RCF maturing in 2026. The new documentation
for the secured debt includes a springing maintenance covenant
under the RCF stipulating consolidated net debt to consolidated
EBITDA no higher than 4.5x, which applies when the amounts drawn on
the RCF minus cash and cash equivalents at the end of the
corresponding quarter are greater than 40% of the total RCF
commitments.

S&P will discontinue the issue rating on the fixed-rate notes due
2026 as the debt is replaced.

Issue Ratings - Subordination Risk Analysis

Key analytical factors

-- S&P rates the EUR700 million senior secured notes due 2030
issued by Almaviva 'BB', in line with the issuer credit rating. The
recovery rating is '3', indicating its expectation of meaningful
(50%-70%; rounded estimate: 55%) recovery in the event of a
default.

-- Recovery prospects are supported by our valuation of Almaviva
as a going concern and the senior secured nature of the notes.
However, the recovery rating is constrained by the notes'
contractual subordination to the EUR160 million super senior RCF
and some prior-ranking claims (a nonrecourse factoring facility),
as well as the documentation's flexibility, particularly in terms
of free debt baskets.

-- S&P views the security package as limited, although customary
for this type of transaction. It comprises pledges over obligors
and guarantors' shares and intercompany receivables, but excludes
intellectual property rights and fixed assets. The notes are
guaranteed by Almaviva Experience S.A., ReActive S.r.l., and Iteris
if the acquisition gets all the necessary regulatory approvals and
takes places.

-- S&P said, "Although the debt documentation offers the borrower
operational flexibility, it offers creditors limited protection, in
our view. For example, we view the springing (40% drawn test)
consolidated net leverage covenant under the RCF, starting at 4.5x
with no step-downs as positive. Debt incurrence and
acquisition-related financing will be subject to a minimum
fixed-charge coverage ratio of 2.0x. However, the documentation
will allow up to EUR265 million or 100% of consolidated EBITDA,
which we view as credit issuer friendly."

-- S&P's hypothetical default scenario envisions fierce
competition within the Brazilian digital relationship management
(DRM) and U.S. smart mobility infrastructure markets; lower volumes
pushing down margins; and a stagnating economy weighing on Italian
public-sector IT spending, which would materially affect Almaviva's
revenue. Combined with an unexpected regulatory change in
Almaviva's key markets and slower-than-expected execution of
Italy's digital agenda, this would lead to a default.

-- S&P values Almaviva as a going concern, given its established
and leading market position in the transportation and public sector
of the Italian IT services market, its challenger position in the
Italian and Brazilian DRM markets, and the predominance of its own
distinctive technology.

Simulated default assumptions

-- Year of default: 2029
-- Jurisdiction: Italy

Simplified waterfall

-- Emergence EBITDA: EUR96 million

    --Capex: 1.5% of revenue

    --Cyclicality adjustment: 5%

    --Operational adjustment: 25%

-- Multiple: 6.5x

-- Gross recovery value: EUR627 million

-- Net recovery value for waterfall after 5% administrative
expense: EUR595 million

-- Estimated priority debt claims: EUR174 million, constituting a
EUR160 million super senior RCF and nonrecourse factoring
agreement

-- Estimated first-lien debt claims: EUR744 million

    --Recovery range: 50%-70% (rounded estimate: 55%)

    --Recovery rating: 3

All debt amounts include six months' prepetition interest.
Prior-ranking claims include the amount outstanding of non-recourse
factoring and the super senior RCF, assumed 85% drawn on the path
to default.


OMNIA DELLA: S&P Assigns Prelim. 'B' LongTerm ICR, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit to Italy-based beverage machine manufacturer Omnia Della
Toffola SpA and its preliminary 'B' issue rating to the proposed
EUR500 million senior secured floating-rate notes. The preliminary
recovery rating on the notes is '4', indicating average recovery
(about 45% recovery prospects).

S&P said, "The stable outlook indicates that we expect Omnia Della
Toffola to quickly integrate its acquisitions, enabling it to
realize meaningful synergies. We also forecast that S&P Global
Ratings-adjusted EBITDA margins will improve to about 10% in 2024
and exceed 12% from 2025. Further, we expect our adjusted
debt-to-EBITDA ratio to be about 6.0x in 2025, and well below this
level thereafter. The stable outlook also incorporates our forecast
that FOCF will consistently be positive from 2025 and that our
adjusted FFO interest coverage ratio for Omnia Della Toffola will
remain comfortably above 2.0x."

S&P Global Ratings assigned a preliminary rating of 'B' because it
expects Omnia Della Toffola's leverage to drop sharply to about
6.0x by 2025 as it increases its EBITDA by realizing synergies. The
company plans to combine the proceeds of its EUR500 million bond
with EUR50 million of cash on hand in order to refinance EUR465
million of outstanding debt; distribute EUR50 million to
shareholders to repay the equity bridge; and cover transaction fees
and expenses amounting to EUR15 million. It will hold EUR20 million
in escrow until 2025, when it will need repay a vendor loan
associated with its recent acquisitions of three entities
(Italy-based ACMI, SACMI Beverage and SACMI Labelling).

Omnia Della Toffola has complemented its financing package by
taking out a new super senior revolving credit facility (RCF) of
EUR90 million. S&P anticipates that this will be undrawn at
closing. Following the transaction, S&P estimates that adjusted
debt at Omnia Della Toffola will total about EUR586 million,
comprising:

-- The proposed EUR500 million notes,

-- About EUR25.9 million in outstanding bilateral lines that will
not be refinanced,

-- About EUR28 for lease liabilities,

-- EUR19 million for pensions and other postretirement deferred
compensations,

-- EUR10 million for earn-outs related to previous acquisitions,
and

-- EUR3 million adjustment for reverse factoring.

S&Ps, "We assigned our preliminary rating to Omnia Della Toffola
SpA, the issuer, because we understand that it will be the
consolidating entity going forward. Until 2023, Omnia Technologies
SpA, the direct parent to Omnia Della Toffola, was the
consolidating entity. We understand that Omnia Technologies has no
other business apart from owning Omnia Della Toffola in full, and
does not have liabilities of its own. Finally, we understand that
the shareholding structure through Investindustrial is construed by
common equity only. There are no instruments such as preference
shares, payment-in-kind notes or similar, which we might see as
akin to debt.

"Assuming that Omnia Della Toffola makes no major changes to its
capital structure, we anticipate that deleveraging will be entirely
driven by EBITDA growth. Based on the expected impact of its
acquisitions, improved operational efficiency, cost discipline, and
synergy realization, we anticipate that our adjusted debt-to-EBITDA
ratio will drop to 5.9x in 2025 and to 5.5x by 2026, from 8.1x in
2024 (7.5x, excluding EUR6 million of transaction costs allocated
to EBITDA).

"The recent acquisitions have enabled Omnia Technologies to achieve
critical size in a fragmented industry. Since Investindustrial took
control in 2020, Omnia Technologies has completed 23 acquisitions,
of which it finalized nine during 2024. We estimate that the
company's consolidated sales, including 12 months' contributions
from the acquisitions closed in 2024, will reach EUR725 million
this year, more than doubling from reported sales of EUR308 million
in 2023 and from just EUR108 million in 2020.

"For 2025-2026, we expect the company to prioritize executing its
business plan, integrating recent acquisitions, and harnessing the
synergies it has identified. We do not expect to see significant
transformative acquisitions, although the company may make
opportunistic bolt-on acquisitions. As a result, revenue growth is
likely to stem from organic expansion in the beverage industry, its
key end market. The company generated more than 90% of its revenue
from this market over the 12 months to June 30, 2024.

"We expect leading players in the beverage sector to drive demand
for sophisticated and automated machines, to meet their
profitability and sustainability targets. The global beverage
industry is overall relatively stable, as demand from final
consumers is supported by population growth, particularly in
emerging markets, and consistent demand for staple products. In
this industry, the company's expertise in automated,
energy-efficient, and water-efficient machines aligns well with the
needs of blue-chip companies that have strong balance sheets and a
clear focus on improving both their profitability and their
sustainability. We estimate this should lead to mid-single-digit
growth for the company's products in the sub-segments of soft
drinks (26% of sales in the 12 months to June 30, 2024), spirits
(7%), and beer (2%). However, the company generated 32% of revenue
over this period from wine, which we consider represents a
substantial exposure to the sector. We consider this to be
relatively risky, given the global decline in wine consumption, the
potential impact of climate change on some vineyards and in
wine-producing areas, and the fragmented nature of the industry,
characterized by a large number of local players which, in some
cases, may have limited financial resources.

"Although we anticipate that growth in the wine market will be
muted, demand in other subsegments should support the company's
overall revenue growth. Over the next several years, we expect the
company to benefit from demand for more-efficient, automated
machinery in the other subsectors it serves; recurring revenue
streams from its aftermarket activities, from which it generated
about 26% of its revenue in the 12 months to June 30, 2024; and
opportunities for cross-selling. We forecast organic growth of 3% a
year in 2025 and 2026, which translates into revenue of EUR746
million and EUR768 million, respectively (estimated at EUR725
million in 2024).

"The full integration of recent acquisitions should start to
generate accretive EBITDA; as a result, we expect the company to
achieve EUR20 million in run-rate cost synergies by 2026. Other
companies in the capital goods sector follow a fully decentralized
business model. However, Omnia Technologies believes that by fully
integrating processes and sales functions, it can unlock larger
cost synergies. We anticipate that on top of these synergies, the
company's EBITDA expansion will be supported by a flexible cost
structure--about 75% of costs are variable--and a stable revenue
stream from the more-profitable aftersales business. Overall, we
project that adjusted EBITDA will rise to EUR106 million in 2026
from EUR72 million in 2024 (when including 12 months of
contributions from the acquisitions). Based on these numbers,
adjusted EBITDA margins are expected to rise to 9.9% in 2024
(10.7%, excluding the EUR6 million in transaction costs allocated
to EBITDA), 13.3% in 2025, and 13.8% in 2026 (from 5.4% in 2023).

"In our view, the realization of synergies carries execution risks
that might slow EBITDA expansion. We anticipate the full
integration of its recent acquisitions could take up to 18-24
months from October 2024. We also see higher-than-average execution
risks, given that the new combined entity has a limited track
record of operating with a materially increase in scale and
complexity, given its recent history. If the integration takes
longer than expected due to unanticipated setbacks, EBITDA could
take a hit, which would ultimately delay deleveraging. However, the
company's recent history indicates that it has the ability to
successfully integrate businesses. Since the entry of
Investindustrial in 2020, the company has acquired more than 20
companies and realized about EUR26 million of recurring synergies.

"We expect FOCF to turn positive within the next 12 months, thanks
to lower one-off expenses, improving profitability, relatively
limited capital expenditure (capex), and improving working capital
management. We forecast that Omnia Della Toffola's FOCF will reach
about EUR16 million in 2025 and at least EUR30 million per year
from 2026, from negative EUR26 million in 2024, when we anticipate
about EUR29 million of one-off costs to depress FOCF. From 2025
onward, we expect FOCF to expand primarily because of EBITDA
growth, supported by normalizing working capital requirements and
our adjusted capex to revenue dropping to below 2% of sales (from
2.1% in 2024, 3.5% in 2023, and 4.7% in 2022).

"Our rating on Omnia Della Toffola is constrained by the group's
private equity ownership. Although we forecast that adjusted
leverage will significantly improve to slightly about 6x in 2025,
we also factor into our assessment that the group is owned by a
financial sponsor. We cannot rule out potential incremental debt,
given the relatively loose documentation on additional indebtedness
and the company's potential appetite for consolidating its position
further in the beverage industry, while expanding into others
through potential mergers or acquisitions. A more-aggressive
financial policy, demonstrated by a higher leverage tolerance or
debt-funded shareholder returns, would put pressure on our rating.
At the same time, we expect only bolt-on acquisitions over the next
few years, with related cash outflow of about EUR20 million a
year.

"The final rating will depend on our receipt and satisfactory
review of all final transaction documentation. Accordingly, the
preliminary rating should not be construed as evidence of a final
rating. If we do not receive the final documentation within a
reasonable time frame or if the final documentation departs from
the materials reviewed, we reserve the right to withdraw or revise
our preliminary rating. Potential changes include the utilization
of the bond proceeds, maturity, size, and conditions of the notes,
financial and other covenants, security, and ranking.

"The stable outlook indicates that we expect Omnia Della Toffola to
quickly integrate its acquisitions, enabling it to realize
meaningful synergies. We forecast that adjusted EBITDA margins will
improve to about 10% in 2024 and exceed 12% from 2025. Further, we
expect our adjusted debt-to-EBITDA ratio to be about 6.0x in 2025,
and well below this level thereafter. The stable outlook also
incorporates our forecast that FOCF will consistently be positive
from 2025 and that our adjusted FFO interest coverage ratio for
Omnia Della Toffola will remain comfortably above 2.0x."

S&P could lower the preliminary rating if Omnia Della Toffola's
debt to EBITDA is materially weaker than the forecast above,
because:

-- Demand is weaker than expected;

-- The company fails to generate synergies from its acquisitions;
or

-- The company unexpectedly increases debt by a material amount to
fund acquisitions or pay dividend distributions.

S&P could also lower the preliminary rating if:

-- FOCF remains negative in 2025, with little prospect of
recovery; or

-- FFO cash interest coverage is below 2.0x.

S&P could raise the preliminary rating if:

-- Omnia Della Toffola improves its revenue base and end-market
exposure, while also improving its current margin profile reaching
a level comfortably in the mid-teens under any market
circumstances;

-- Debt to EBITDA improves and remains consistently below 5.0x,
supported by a commensurate financial policy; and

-- FOCF generation improves, such that FOCF to debt is sustainably
above 5%.

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Omnia Della Toffola,
as for most rated entities owned by private-equity sponsors. We
believe the company's financial risk profile points to corporate
decision-making that prioritizes the interests of the controlling
owners. In addition, private-equity sponsors generally have finite
holding periods and focus on maximizing shareholder returns.

"Environmental and social credit factors have no material influence
on our credit analysis. The company's manufacturing process
consists of activities with high energy consumption, such as
plasma/laser cutting and welding. However, the company has recently
shifted toward using energy from green suppliers--the share of
renewable electricity used has improved to about 70% in 2023 from
27% in 2022 and the company has certificates of origin for 50% of
its renewable electricity. The company is also focusing on products
that are more efficient in terms of energy and water consumption
for its portfolio."


WEBUILD SPA: S&P Rates Up to EUR600MM New Unsecured Notes 'BB'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '4'
recovery rating to the proposed senior unsecured notes of up to
EUR600 million, with a maturity of up to seven years, to be issued
by Italian construction company Webuild SpA (BB/Positive/--). The
'4' recovery rating reflects the proposed notes' unsecured and
unguaranteed nature, as well as their structural subordination to
prior-ranking claims. S&P estimates recovery prospects at 40%.

The proposed notes will rank pari passu with all Webuild's existing
unsecured senior debt. Webuild intends to use the proceeds to
partially refinance existing debt and for general corporate
purposes. The issue-level and recovery ratings on the proposed
notes are based on preliminary information and subject to their
successful issuance and our satisfactory review of the final
documentation.

S&P said, "We expect the documentation for the proposed notes will
be broadly in line with that for the existing notes. We understand
the documentation includes one incurrence covenant stipulating a
minimum consolidated interest coverage ratio of 2.5x, which limits
the company's ability to incur additional debt. There is also a
restricted-payment covenant as well as a limitation on the sale of
certain assets and transactions with affiliates. Moreover, the
documentation includes a EUR50 million cross-default threshold
provision.

"In our hypothetical default scenario, we assume a prolonged
economic downturn that affects the construction sector. We also
consider a delay in collecting payments for projects that would
result in severe margin contraction and negative operating cash
flow. In our view, this would weaken Webuild's ability to meet its
debt obligations, triggering a payment default in 2029.

"We value Webuild as a going concern, based on its strong brand
value, market position, and global presence."

Simulated default assumptions:

-- Year of default: 2029

-- Jurisdiction: Italy

-- Emergence EBITDA (after recovery adjustments): EUR434 million

-- Multiple: 5x, in line with the standard assumption for the
construction sector

Simplified waterfall

-- Gross recovery value: EUR2.171 billion

-- Net recovery value after administrative expenses (5%): EUR2.062
billion

-- Estimated priority claims: EUR106 million

-- Value available to first-lien claims: EUR1.956 billion

-- Estimated first-lien claims: EUR450 million

-- Value available to unsecured claims: EUR1.506 billion

-- Unsecured debt claims: EUR3.458 billion

    --Recovery range: 30%-50% (rounded recovery estimate of 40%)

    --Recovery rating: 4




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

ACCORINVEST GROUP: Moody's Rates New Secured Bond Due 2031 'B2'
---------------------------------------------------------------
Moody's Ratings has assigned a B2 debt rating to AccorInvest Group
S.A.'s proposed high yield backed senior secured bond due 2031. All
other ratings including existing backed senior secured bond's
ratings are unaffected. The outlook is stable.

"The assigned B2 debt rating to the proposed EUR500 million backed
senior secured bond due 2031, reflects a leverage neutral impact,
as proceeds will be applied to partially and equally repay
outstanding term facilities A and B and the fact that this bond
will rank pari passu with the existing EUR750 million backed senior
secured bond due 2029 and the senior facility. Those instruments
will also share the same security package but will be structurally
subordinated to the PGE loan says Elise Savoye, CFA, a Moody's
Ratings Vice President - Senior Analyst and lead analyst for
AccorInvest.

RATINGS RATIONALE

The B2 debt rating assigned to the EUR500 million planned backed
senior secured bond reflect that they will rank pari passu with the
existing senior facility and the EUR750 million backed senior
secured bond issued in September 2024, whose proceeds have been
used to repay the bridge loan initially maturing in March 2025. The
proceeds of the planned bond will be used to pay EUR6 million in
fees and to partially and equally repay TLA and TLB, which will
support a slight improvement in coverage metrics, while it will be
neutral for the leverage ratio.

The B2 debt rating, in line with AccorInvest's corporate family
rating (CFR), reflects its diversified income sources as a hotel
operator, focusing on the economy and midscale segments, which
comprised 95% of its hotels as of July 2024. Despite pandemic
impacts, AccorInvest's performance has recovered, with RevPAR 16.4%
above pre-pandemic levels and ADR 26.1% higher than in 2019. The
company relies heavily on Accor S.A. for various services,
resulting in significant management fees. AccorInvest's cost-saving
measures have led to EUR180 million in recurring savings by 2025.
The B2 CFR also reflect AccorInvest's high leverage, and Moody's
expectation that ongoing disposals and deleveraging efforts will
enhance profitability and liquidity.

OUTLOOK

While the company metrics are currently weakly positioned for its
rating category, the stable outlook reflects Moody's expectation
that AccorInvest's ongoing disposal process and diversification of
funding sources will accelerate its deleveraging process and
improve its coverage ratio towards 1.5x over the next 12 to 18
months. This outlook also considers Moody's expectation that
AccorInvest will maintain an adequate liquidity profile, supported
by positive Moody's adjusted FCF thanks to continued robust
operational performance and cautious liquidity management,
including proactive refinancing of existing debt.

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

An upgrade would require:

-- Disposal plan executed as planed allowing the Moody's adjusted
leverage to reduce below 5x on a sustained basis

-- Good operating performance paired with sustained profitability
improvement leading to Moody's adjusted EBITA / Interest Expense
ratio approaching 2x on a sustained basis

-- AccorInvest generates positive free cash flow on a sustained
basis with FCF / Debt approaching 5% on a sustained basis

A downgrade could occur if:

-- Failure to execute a minimum of 80% of its disposal plan within
the next 12 to 18 months, coupled with a failure to sell
weaker-performing hotels as anticipated

-- The company's inability to reduce its leverage ratio below 6x,
or to improve its Moody's adjusted EBITA / Interest Expense ratio
towards 1.5x within the next 18 months

-- A weakening outlook for the lodging industry or operational
challenges, leading to slower-than-expected revenue and EBITDA
growth

-- Deterioration in liquidity reflected by a Moody's adjusted FCF
/ Debt turning to negative level

-- Adoption of a more aggressive financial policy, characterized
by a higher leverage appetite and/or significant distributions,
leading to a Retained Cash Flow (RCF) / Net Debt ratio falling
below 10%

-- Material deterioration of the real estate asset coverage

LIQUIDITY

AccorInvest operates more than 700 hotels as of June 2024. The
latest external value of owned assets is EUR5.9 billion as of June
2024 (c. 70% of group's asset value (GAV) valued at EUR8.2 billion
and which also includes leased assets). Moody's understand that
roughly EUR5 billion of the GAV is encumbered through share pledges
of existing Term loan A, B, RCF and PGE, which means that roughly
EUR3 billion is free of share pledge, providing for potential
alternative source of funding, a positive for the liquidity
profile. AccorInvest's large asset bases allows the company to
strategically manage leverage and to support its liquidity
profile.

The adequate liquidity profile is further supported by moderate
positive FCF generation and no major debt maturity prior to 2027.
Following the issuance of the planned backed senior secured bond
maturing in 2031, the debt maturity profile will become even more
staggered, which is positive for the liquidity profile.

STRUCTURAL CONSIDERATION

AccorInvest's capital structure is primarily based on a EUR4.5
billion financing package established at the end of 2019 and
amended in 2021. Following debt repayments, debt is reduced to
EUR0.5 billion term facility A, a EUR1.25 billion term facility B,
and a EUR250 million revolving credit facility (RCF); together the
senior facility and a EUR750 million back senior secured bonds
maturing in 2029. All these loans rank equally and are secured by
share pledges over certain operating subsidiaries, and intercompany
loan receivables.

Additionally, AccorInvest has a EUR441 million PGE (Prêt Garanti
par l'Etat) facility, 80% guaranteed by the French state, secured
by a separate set of share pledges and intercompany loan
receivables. The PGE loan is gradually reimbursed and will mature
in 2027.

The planned EUR500 million bond will share the same security
package as the senior facility but will be structurally
subordinated to the PGE loan. The bond proceeds will be used to
partially repay term facilities A and B, along with EUR6 million in
fees.

In the loss-given-default (LGD) assessment for AccorInvest, Moody's
ranks pari passu the term A and B facilities, the RCF and the
existing backed senior secured bond, while the PGE ranks senior.
The B2 debt instrument rating, in line with the corporate family
rating (CFR), reflects the equal ranking of the new bonds with
existing facilities and the moderate amount of structurally senior
debt (the PGE). Moody's have override the LGD model by one notch to
reflect the limited guarantor coverage of around 42% of the group's
EBITDA and the significant share of gross asset value not subject
to share pledge on existing debt (approximately EUR3.2 billion as
of H1 2024).

The principal methodology used in this rating was Business and
Consumer Services published in November 2021.


ACCORINVEST GROUP: S&P Rates New EUR500MM Sr. Secured Notes 'B+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue rating and '2' recovery
rating to the EUR500 million senior secured notes that AccorInvest
Group S.A. (AIG; B/Stable/--) plans to issue.

AIG will use the proceeds from the proposed EUR500 million
fixed-rate senior secured notes, due 2031, to partial repay, in
equal amounts, its existing term loans A and B. Following the
completion of the issuance, AIG's capital structure will comprise:

-- About EUR510 million of a term loan A maturing June 2027;

-- About EUR1,260 million of a term loan B maturing December 2027
(with a potential option to extend maturity by one year);

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

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

-- EUR750 million of senior secured notes due September 2029; and

-- EUR500 million of senior secured notes due October 2031.

The transaction underpins AIG's commitment to progressively
transition toward a less expensive and lighter capital structure,
lengthening the debt maturity profile and reducing the financial
interest burden on the group's free operating cash flows (FOCF).

  AccorInvest Group S.A.--Forecast summary

  (Mil. EUR)     2022a     2023a     2024e     2025f

  Revenue        3,576     4,259     3,424     2,978

  EBITDA (reported) 703      927       798       693

  Plus/(less):
  Pension and
  postretirement
  expenses plus
  dividends from
  equity investments (12)      2         1        (1)
  
  EBITDA           691       929       799       692

  Less: Cash
  interest paid  (294)     (416)   (346) (264)

  Less: Cash
  taxes paid      (44)      (45)       (31)      (29)

  Funds from
  operations (FFO) 353       468       422       400

  Free operating
  cash flow (FOCF)
  after lease
  payments (reported) 88     189        27        39

  Debt (reported)* 4,755    4,679     3,381     2,654

  Plus: Lease
  liabilities debt 2,348    2,208     1,687     1,375

  Plus: Preference
  Shares              --       --       200      200

  Plus: Pension
  and other
  debt items          33       28        29       29

  Less: Accessible
  cash and liquid
  investments       (680)     (816)    (430)    (275)

  Debt             6,456     6,099    4,867    3,985

  Adjusted ratios    

  Annual revenue
  growth (%)         115      19.1    (19.6)     (13)

  EBITDA margin (%)  19.3     21.8     23.3     23.2

  Debt/EBITDA (x)     9.3      6.6      6.1      5.8

  Debt/EBITDA (x)
  exc. preference
  shares              9.3      6.6      5.8      5.5

  FFO/debt (%)        5.5      7.7      8.7     10.0

  EBITDA interest
  coverage (x)        2.3      2.1      2.2      2.5

  FOCF/debt (%)       4.7        6      3.1      3.6

Issue Ratings--Recovery Analysis

Key analytical factors

-- The proposed EUR500 million senior secured notes due 2031 are
rated 'B+', one notch above the 'B' issuer credit rating on AIG.
The '2' recovery rating reflects S&P's expectations of substantial
recovery (70%-90%; rounded estimate: 70%) in the event of default.
This is line with the EUR750 million senior secured notes AIG
issued in September 2024.

-- S&P values AIG as a going concern, given its strong brand and
its position as one of Europe's leading economy and midscale hotel
chains, as well as its large asset base represented by a portfolio
of 342 owned hotels with a gross asset value (GAV) of EUR6.1
billion.

  -- The recovery rating on the senior secured notes is constrained
by the presence of a prior-ranking government-backed loan (PGE),
which benefits from a security and guarantor package separate to
the one serving the notes and the senior secured facilities, and
our perception of a relatively weak security package for the
lenders under the senior facilities agreement (SFA) and offering
memorandum. S&P understands, however, that the debt documentation
of the SFA includes a negative pledge clause and a property
covenant that ensures a minimum value of unencumbered owned
properties.

-- That said, the strong asset base of owned hotels, forming part
of the unencumbered assets available to lenders and protected by
property covenants included in the SFA, supports its assumption of
substantial recovery prospects at default.

-- Under S&P's hypothetical default scenario, it assumes a default
in 2027, which would include an unexpected economic downturn and a
separate shock to the travel and tourism market, leading to a
substantial fall in visitor numbers and lower revenue per available
room (RevPar).

Simulated default assumptions

-- Year of default: 2027

-- Jurisdiction: Luxembourg

-- EBITDA at emergence: EUR413 million

-- Implied enterprise value (EV)-to-EBITDA multiple: 6.5x, in line
with standard sector assumptions.

Simplified waterfall

-- Gross EV at default: EUR2,687 million

-- Net EV after admin. costs (5%): EUR2,553 million

-- Estimated priority debt claims: EUR123 million*

-- Value available to unsecured debt: EUR2,430 million

-- Estimated senior secured debt claims: EUR3,388 million*

    --Recovery Rating: 2 (70%-90%; rounded estimate 70%)

*All debt amounts include six months of prepetition interest.


UMAMI TOPCO: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Umami TopCo S.A. and its 'B' issue rating to the EUR500 million
senior secured euro-denominated term loan B (TLB). S&P also
assigned a recovery rating of '3' to the senior debt, reflecting
its expectation of meaningful recovery (50%-70%; rounded estimate:
55%) in the event of a default.

S&P said, "The stable outlook reflects our view that Robot Coupe
will retain its leading position, deliver solid revenue growth and
continuously high EBITDA margins, strong positive free operating
cash flow (FOCF), and keep leverage and interest coverage in line
with the 'B' rating."

On July 16, 2024, private equity firm Ardian entered in exclusive
discussions with Hameur Group to acquire a 51% stake in kitchen
benchtop equipment manufacturers Robot Coupe and Magimix, which
jointly generated EUR314 million revenues in 2023, through the
holding Umami TopCo S.A.

The transaction, expected to close at end-2024, will be financed
through a EUR675 million senior secured term loan issuance, to be
raised by two fully controlled subsidiaries of Umami TopCo: Umami
BidCo S.a.r.l. will raise a EUR500 million euro-denominated term
loan B (TLB), and a U.S. entity (yet to be incorporated) will raise
a EUR175 million U.S. dollar-denominated TLB. The structure also
includes a EUR125 million committed revolving credit facility (RCF)
ranking pari passu to the TLB, undrawn at closing.

Umami TopCo, through its main brands Robot Coupe and Magimix, is a
market leader in different geographies, operates across the entire
value chain, and is well-placed to benefit from industry growth
dynamics. Robot Coupe, contributing roughly 85% of the group's
sales, is a clear global leader in its product categories of
operations.

S&P said, "In our view, Umami TopCo's superior profitability is
underpinned by its highly attractive product offering,
customer-centered business model, lean manufacturing operations.  
Umami TopCo mainly provides premium benchtop equipment for
professional kitchens across three main categories: food processors
(36% of 2023 sales), vegetable and juice preparators (20%), and
other products, including accessories and spare parts (44%). Robot
Coupe uses a large network of dealers and importers for
distribution, but its marketing and commercial strategy involves
systematic contacts with both distributors and end-users (about
70,000 visits by local sales teams per year) to increase brand
visibility, provide targeted promotions, and gain feedback for
future innovations and incremental product improvements. The
group's well-known brand and highly reliable product offering has
provided the group a solid track record of pricing flexibility and
superior profitability even amid inflationary stress, where margins
have remained broadly intact despite intense cost pressure. The
manufacturing process is mostly outsourced to regional suppliers,
with only assembling and small motors production among the
activities performed in-house, leading to a flexible cost
structure, limited capex and working capital needs, and strong cash
flow conversion. Additionally, the group's historical shareholder,
Hameur, is retaining 49% ownership, and we understand there will be
continuity in the management team to drive the operational and
financial performance in line with the past.

"We forecast that Umami TopCo's leverage will be elevated under the
new ownership.   We expect Umami TopCo to initially achieve S&P
Global Ratings-adjusted debt to EBITDA of 5.8x-6.3x in 2024,
progressively improving towards 5.5x-6.0x in 2025 and 5.0x-5.5x in
2026 on the back of topline growth and stable EBITDA margins. This
reflects our expectation of the group's 2024 one-off decline in
revenue and simultaneous EBITDA margin expansion following
Magimix's likely discontinuance of its contract with Nespresso.
This contract accounted for roughly 45% of its sales, thereby
diluting Magimix weight within Umami TopCo's overall performance,
but it will likely benefit the group's operating margin going
forward.

"At the close of the transaction, which we anticipate to be at
end-2024, Umami TopCo's cash on the balance sheet will be EUR30
million. That said, we project strong EBITDA generation and cash
conversion to bring cash on the balance sheet to above EUR100
million over the next two years without acquisition-related cash
spend. We expect positive FOCF of above EUR50 million annually,
underpinned by the group's solid profitability, limited working
capital needs, and the absence of significant capital-investment
projects, with availability under the EUR125 million RCF providing
further liquidity headroom.

"Umami TopCo should enjoy growth prospects in the kitchen benchtop
equipment market.   We expect this industry to benefit from secular
trends like increasing eating-out culture in Western countries
(where Robot Coupe mostly operates), growing awareness of healthy
food alternatives and sustainability, labor shortages, and
increasing kitchen automation for efficiency and quality
consistency. Umami Topco's about EUR2billion addressable benchtop
equipment market remains fragmented with many small players.
However, the group enjoys a solid market share across its key
geographies (France, Australia, the U.S., the U.K.), and plans to
further penetrate the U.S. market, where there is potential for
market share gain. Over the next 24 months, we anticipate 3.0%-4.0%
organic topline growth and stable group EBITDA margins on the back
of supportive market fundamentals, new product launches, leadership
consolidation in current geographies, and an increasing U.S. market
penetration."

Umami's TopCo is adequately diversified across geographies,
although it has some product group concentration and lacks scale
relative to larger appliances industry peers.  The company's
operations are not concentrated in any individual country, but have
more exposure to developed markets, providing stability to the
company's operations and continuous demand for its premium
products. The countries that provide the largest share of company
revenue are the U.S., France, Australia, and the UK., representing
approximately one-half of total sales. However, the company's
products are concentrated within a limited space of the kitchen
benchtop equipment industry: food processors (36% of FY23 gross
sales), immersion blenders and others (25%), vegetable and juice
preparers (20%), and accessories and spare parts (19%). Positively,
sales of professional kitchen equipment, by Robot Coupe, represent
around 85% of the group's exposure, whereas sales to consumer
segment, through Magimix, represent the rest. The group's scale,
considering S&P forecasts its sales under EUR300 million after the
likely Nespresso contract discontinuation., is relatively small
compared with other domestic appliances peers.

Strong cash flow conversion supports the 'B' rating, with more than
EUR50 million FOCF annually in the next 12-24 months.   S&P said,
"We anticipate strong cash flow on the back of solid EBITDA
generation, limited capital investments to increase manufacturing
capacity, and stable working capital pattern.. However, we
anticipate that interest payments resulting from the transaction,
of about EUR45 million-EUR50 million annually, will constrain
headroom under interest coverage metrics, with FFO to cash interest
coverage ratio expected to be between 2.0x and 2.5x over
2025-2026."

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

"The stable outlook indicates that Umami TopCo will likely maintain
superior and stable profitability, supported by its high-quality
product offering, leading market position, and well-established
relationships with customers. We project high and stable EBITDA
margins in 2025 and 2026 in line with the past performance.
Similarly, we expect adjusted debt to EBITDA to start at 5.8x-6.3x
in 2024, before improving towards 5.5x-6.0x in 2025 and 5.0x-5.5x
in 2026 thanks to topline growth and stable profitability. We also
forecast Umami Topco will maintain positive FOCF of more than EUR50
million in 2025 and 2026 and keep FFO cash interest coverage above
2.0x."

S&P could lower its rating over the next 12 months if revenue
growth and profitability deviate materially from its base case,
such that:

-- Leverage ratio exceeds 7.0x

-- The group's liquidity deteriorates significantly;

-- FOCF turns negative; or

-- FFO cash interest coverage drops below 2.0x.

The above scenarios could materialize if Umami TopCo fails to
maintain its dominant market position and product quality or failed
to operate with historical profit margins going forward.

S&P said, "We could also lower the rating if Umami TopCo pursues a
more aggressive debt-financed acquisition strategy than we assume
in our base case, such that its leverage ratio deteriorates
significantly.

"We could raise the rating if Umami TopCo maintains a leverage
ratio at below 5.0x on a sustained basis, with a formal
shareholders' commitment to maintain leverage below that threshold,
while generating significant FOCF to self-fund growth investments.

"Environmental and social factors are a neutral consideration
overall in our credit rating analysis of Umami TopCo. As a
manufacturer of kitchen appliances, the group, similar to the
entire industry, has exposure to environmental risks linked to
waste generation. Umami TopCo is actively engaged in the reparation
and ongoing maintenance of their products (with a high proportion
of recyclables) to increase their lifespan and supports the
sustainability of the food industry by reducing waste.

"Governance factors are a moderately negative consideration in our
credit rating analysis of Umami TopCo. In our view, financial
sponsor-owned companies with aggressive or highly leveraged
financial risk profiles drive corporate decision-making that
prioritizes the interests of the controlling owners. This also
reflects the owners' generally finite holding periods and focuses
on maximizing shareholder returns. However, we understand that
Hameur, the group's historical shareholder, will keep a 49% stake
of Umami TopCo with enhanced minority rights on certain corporate
actions, including dividend distributions and M&A strategy,
providing stability to the financial policy of the company."




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

VINCENT TOPCO: S&P Hikes LongTerm ICR to 'B', Outlook Stable
------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Vincent Topco BV (NL) (Vermaat) and its issue rating on its
first-lien debt to 'B' from 'B-'.

The stable outlook reflects S&P's expectation that the company will
maintain debt to EBITDA comfortably below 7.5x, FFO cash interest
coverage of around 2.0x, and material positive FOCF in the next 12
months, while it prepares to refinance its upcoming maturities.

Vermaat's credit metrics are commensurate with a higher rating.  
S&P said, "We forecast Vermaat will reduce debt to EBITDA toward
5.5x in 2025, from 6.3x in 2023, and maintain FFO cash interest
coverage of around 2x. We also expect positive adjusted FOCF of
about of EUR15 million-EUR20 million per year in 2024 and 2025." A
widening EBITDA base will underpin the improvement in credit
metrics as Vermaat's:

-- Corporates segment continues to expand thanks to price
indexations and volume increases, together with an easing of
inflationary pressures and former difficulties in hiring staff.

-- Operations in France achieve breakeven through renegotiation of
contracts and the closure of unprofitable locations, despite some
adverse effects from the Summer Olympics in 2024;

-- Profitability in Germany improves because of new contract wins.
The acquisition of L&D (in July 2024), a catering company with an
annual revenue of about EUR70 million, also supports EBITDA base
expansion albeit with relatively lower margins; and

-- Delivery segment enjoys continued solid growth (from a small
base).

In addition, Vermaat has launched various initiatives to boost its
EBITDA margins, including being selective on contract wins. S&P
expects low working capital requirements and capital expenditure
(capex) of about 3% of sales will fuel FOCF growth.

The upgrade hinges on our expectation that Vermaat will refinance
its debt well ahead of maturities.   Vermaat's EUR110 million
revolving credit facility is due in June 2026 and the EUR320
million first-lien term loan in December 2026. S&P anticipates that
a favorable trading environment and continued sound operating and
financial performance will support the company's ability to
refinance its debt on good terms and in a timely manner, with no
material releveraging to fund growth or shareholder returns.

The stable outlook reflects S&P's expectation that Vermaat will
maintain debt to EBITDA comfortably below 7.5x, FFO cash interest
coverage of around 2.0x, and material positive FOCF in the next 12
months, while preparing to refinance its upcoming maturities.

Downside scenario

S&P could lower the rating if the company reports weaker revenue or
EBITDA than it currently expects, for instance because of contract
losses or a reduced ability to pass on cost increases. S&P could
also take a negative rating action if Vermaat adopts a more
aggressive financial policy with material debt-funded acquisitions
or shareholder distributions, leading to:

-- Debt to EBITDA rising above 7.5x;

-- FFO cash interest coverage declining materially and
persistently below 2x; or

-- Persistently weak or negative FOCF absent significant growth.

S&P could also take a negative rating action if Vermaat does not
actively seek to refinance its upcoming debt maturities by the end
of first-half 2025.

Upside scenario

Although S&P considers an upgrade unlikely over the next 12 months,
it could consider raising the rating if:

-- Vermaat increased its revenue and EBITDA base faster than S&P
anticipates, while maintaining stable profitability and materially
positive FOCF; and

-- The shareholders committed to and maintained a prudent
financial policy, leading to S&P Global Ratings-adjusted debt to
EBITDA comfortably below 5x.


WEENER PLASTICS: S&P Withdraws 'B' LongTerm Issuer Credit Rating
----------------------------------------------------------------
S&P Global Ratings withdrew its 'B' long-term issuer credit rating
on Netherlands-based packaging producer Weener Plastics Group B.V.
at the issuer's request.

The rating action follows the completion of the group's takeover by
Silgan Holdings Inc. (BB+/Stable/--). S&P also withdrew its ratings
on the debt issued by Weener Plastics, as it was repaid in full
upon completion of the acquisition by Silgan Holdings on Oct. 15,
2024.

The ratings were on CreditWatch with positive implications at the
time of the withdrawal.




===========
R U S S I A
===========

UZAUTO MOTORS: S&P Affirms B+/B Issuer Credit Ratings, Outlook Pos.
-------------------------------------------------------------------
S&P Global Ratings affirmed the 'B+' long-term issuer credit rating
and 'B' short-term issuer credit rating on Uzbekistan-based
automotive manufacturer UzAuto Motors JSC (UAM), and its 'B+'
rating on the company's senior unsecured debt.

The positive outlook reflects the potential for an upgrade if UAM
is able to stabilize its revenues in 2025, sustain a S&P Global
Ratings-adjusted EBITDA margin of about 8.5%, and generate FOCF of
well above $100 million, excluding working capital swings related
to changes in the payment terms for its customers.

The return to sustainable revenue growth amid more intense
competition at the domestic and export markets is a key factor for
rating upside for S&P's rating on UAM.  In 2023, UAM reported
$4,610 million in revenues, doubling it from $2,162 million in
2021. As the company was enjoying high demand on the domestic and
export markets, S&P Global Ratings-adjusted EBITDA expanded to $447
million from $289 million in 2022. On the back of the successful
launch of the GEM platform by the end of 2022, the company
introduced two new higher margin models, Onix and Tracker, designed
by General Motors (GM) specifically for emerging markets. Coupled
with a strong volume increase of the legacy models, S&P Global
Ratings-adjusted EBITDA margin improved by 90 basis points to 9.7%
in 2023 in comparison to 2022. In 2024 however, the company faces
demand below S&P's expectations for its new models because Uzbeki
consumers are switching to other products offered by competitors,
particularly in the SUV segment. S&P said, "We understand the
company introduced some discounts and implemented other incentives
to clear stock. In Kazakhstan, the company's main export market,
which is much more competitive, the Chevrolet brand is currently
losing market share, evidenced by the company's unit sales volumes
drop to about 11,000 units in the first six months of 2024 from
18,000 units in the first half of 2023. As a result, we anticipate
UAM's revenues to decline by 13%-15% in 2024. In our base case for
2025, we forecast a positive trajectory for revenue growth of 3%-5%
in 2025 mainly due to continued auto market growth on the back of a
growing population and increasing disposable income. In our base
case, we forecast a decline of the S&P Global Ratings-adjusted
EBITDA margin to 8.4%-8.6% in 2024 mainly due to lower volumes, a
less favorable product mix, and some discounts. In 2025, we expect
a slight margin improvement helped by higher revenues and
discontinuation of high-cost models."

UAM's leading position at the domestic market is warranted by its
mass market models, but the company faces more competition in the
premium SUV segments.  In 2023, the Uzbekistan passenger car market
grew by 45% after an already high 50% growth in 2022, reaching
about 450,000 vehicles sold. However, the market has become more
competitive since Asian original equipment manufacturers including
Chery, Great Wall Motors, BYD, Hyundai, and KIA entered the market
and established local production to improve operational costs and
to lower prices for Uzbek consumers. S&P said, "We estimate UAM's
market share will reduce to 75% by 2026 from 95% in 2021 as some of
the domestic demand will be absorbed by Chinese and South Korean
brands, which are also increasing their production capacities. With
the expectation of continued domestic market growth and strong
demand, UAM is expanding its production capacity up to 500,000
vehicles by the end of 2025. In our view, Chevrolet Cobalt will
remain the best-selling model in Uzbekistan due to its relatively
low-price positioning (estimated price of $11,000). Recent market
entrants focus more on SUV segments, since those are perceived as
premium and allow producers to enjoy better margins. We also think
that the Uzbeki passenger car market will continue to outpace the
global light vehicle production growth because the level of car
ownership remains very low at 111 cars per 1000 residents compared
with 190 cars in Kazakhstan or 321 cars in Russia, and the
population growth remains very high. As the passenger car market
becomes more diverse in Central Asia, a potential loss of
competitiveness of UAM's model portfolio represents a medium-term
risk to the company's revenue base."

S&P said, "Our expectation for positive FOCF in 2025 is another
important factor for the rating trajectory, following significant
negative FOCF generation in 2023-2024.  We note the company's cash
conversion potential has improved thanks to sharp revenue and
earnings growth in the last few years, but cash flow generation
remains prone to unexpected and large working capital swings. As of
the end of 2022, the company held about $1.8 billion of customers
advances on its balance sheet, which the company accumulated thanks
to a high number of orders which require customer prepayments. As
of the end of 2023, the customer advances decreased by $838 million
leading to a material working capital outflow of $720 million in
2023. As a result, the reported operating cash flow amounted to
negative $250 million, after a strong $717 million in the previous
year. In 2024, we expect a further significant reduction in
customer prepayments, as the company started to control the volume
of incoming orders. In addition, we think that a reduction of
inventories will be offset by accumulating trade receivables as the
company temporarily switched to installment loans to clear stock.
As a result, we assume a substantial working capital outflow of
about $300 million-$400 million in 2024. Coupled with the expected
decline in EBITDA and ongoing capital investments of $70
million-$80 million per year, this could translate into negative
FOCF of $100 million-$150 million in 2024. From 2025, we forecast
no further outflows related to customer prepayments and much lower
working capital requirements, which coupled with solid EBITDA of
about $350 million and limited capital expenditures (capex), should
support FOCF of close to $200 million. We note, however, that
working capital is likely to remain volatile mainly related to
potential changes of customer payment terms as well as UAM's
inventory management.

"We expect UAM's credit metrics to develop favorably despite
additional debt to finance ongoing capacity expansion.  As of the
end of 2023, UAM borrowed $100 million under its syndicated
unsecured term loan, to finance required capital investments to
increase production capacity, with S&P Global Ratings-adjusted debt
amounting to $542 million As of Dec. 31, 2023. Nevertheless, thanks
to a sizable EBITDA expansion, S&P Global Ratings-adjusted debt to
EBITDA decreased to 1.2x by year-end 2023, from 1.5x as of year-end
2022. We forecast leverage to increase to 1.6x in 2024, but to
gradually decline thereafter on the back to modest revenue and
EBITDA growth as well as positive free cash flow after dividends.
Conversely, we expect that the company's S&P Global
Ratings-adjusted FFO-to-debt ratio is declining from 71% in 2023 to
about 50% in 2024, but to improve to 60%-65% in 2025 and 2026.
UAM'S FFO benefits from a low corporate tax rate of 15% in
Uzbekistan and moderate cash interest paid of $23 million-$28
million annually."

The positive outlook reflects the potential for an upgrade if UAM
is able to stabilize its revenues in 2025, sustain a S&P Global
Ratings-adjusted EBITDA margin of about 8.5% and likely to generate
FOCF of well above $100 million, excluding working capital swings
related to changes in the payment terms for its customers. In
addition, S&P expects S&P Global Ratings-adjusted FFO to debt to
remain comfortably above 45%, and it expects no significant
additional incurrence of leverage at the holding level.

S&P said, "We could revise the outlook to stable if the company
faces weakening demand for its product portfolio, and new
production capacities not having sufficiently high utilization
rates. We could also revise the outlook if we observe a prolonged
material cash burn because of weaker revenue and profitability, or
higher working capital requirements than we envisage in our base
case. A leverage build-up at UAM or the holding level, leading to
FFO to debt below 45% and adjusted debt to EBITDA above 2.0x for
the consolidated group could also result in the outlook revision."

S&P could raise its rating in the next 12 months if:

-- UAM generates annual EBITDA above $300 million despite a
potential market downturn in 2024 with solid prospects of modest
EBITDA growth in 2025-2026.

-- S&P expects demand for its Chevrolet models to remain resilient
despite increasing competition in the country, leading us to expect
a return to volume growth from 2025.

-- FFO to debt remains consistently above 45%.

-- FOCF, excluding working capital swings related to changes in
the payment terms for its customers, is consistently above $100
million, supported by controlled inventory management.

-- Proactive liquidity management ensures a solid liquidity
position even during times of potentially large working capital
fluctuations.

-- The credit quality of parent UzAutoSanoat would also need to
develop in line with that of UAM to support a potential upgrade.

S&P said, "Notably, we expect the parent's credit metrics to be
similar to those of UAM, implying limited additional debt (other
than assumed in our base case) and no material negative cash burn
at other subsidiaries. We expect transparency will increase at the
parent company with the introduction of International Financial
Reporting Standards (IFRS) reporting."




===============
S L O V E N I A
===============

GORENJSKA BANKA: S&P Assigns 'BB+' LongTerm ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' long-term issuer credit
rating to Slovenia-based Gorenjska banka d.d. (GB). The outlook is
stable. At the same time, S&P assigned its 'BBB' resolution
counterparty rating to the bank.

GB is a well-established, small, regional universal bank in
Slovenia.  The bank mainly operates in Slovenia accounting for
about 90% of its retail and corporate lending book, while the
remainder is across Southeast Europe. Therefore, the anchor for GB
is the same as that of a bank that operates exclusively in
Slovenia, leading to a 'bbb' starting point for our rating.

GB's business position is constrained by concentrations related to
its small size and narrow business focus.  The bank is mainly
active in Gorenjska, with a strong loan market share of 50%-60% and
deposit market share of 60%-70%. While the region has seen strong
economic growth recently, GB's lack of scale and geographical
diversification remain key weaknesses, in S&P's view. As is common
among small banks, concentrations in loan portfolios are higher
than larger and more diversified peers. GB's product range is also
narrower compared to peers; NLB Group (BBB/Stable/--), for example,
has sound asset management and insurance businesses in Slovenia,
complementing its lending activities. Also, GB's focus on SME
clients makes it vulnerable to regional economic shocks.

That said, GB is achieving sound profitability and is earning
sufficient income to cover its cost of capital.  Its return on
average common equity of 18.2% compared well to peers at year-end
2023. The bank's management board consists of experienced members,
while relevant committee positions on the supervisory board are
occupied by independent members, ensuring good corporate governance
practices. S&P said, "We also acknowledge that GB is investing in
an upgrade of its digital infrastructure, with front-end
improvements for its client base. We understand that it aims to
generate synergies through group-wide efforts, considering that its
Serbian sister bank, AIK Banka, is more advanced in terms of
digital offerings. We believe the bank will catch up with currently
stronger peers when it comes to digital solutions, although this
may take a few years."

GB's capitalization and high profitability are rating strengths.
GB maintains solid capital buffers above its minimum regulatory
capital requirements. As of year-end 2023, the CET1 ratio stood at
14.4%. S&P forecasts that GB's risk-adjusted capital (RAC) ratio,
our key capital metric, will decline to 12.0%-12.5% in the next two
years after reaching 13.4% at year-end 2023. S&P's projections are
based on the following assumptions:

-- Operating revenues declining by 9% in 2024 due to a net
interest margin decrease, followed by a slight recovery by 2%-4%
annually driven by loan growth;

-- Cost base increasing by 5%-10% annually because of expenses
related to the digitalization of the business model, renovation of
branches, and higher wages coupled with additional hiring;

-- Cost of risk normalizing toward 50 basis points (bps);

-- Dividend payment of EUR25 million-EUR30 million annually to its
parent, Agri Europe Cyprus Limited (AEC), between 2024 and 2026;
and

-- Annual loan growth of 7%-8% translating into equivalent growth
of S&P Global Ratings risk-weighted assets (RWA).

GB's earnings capacity is better than peer banks, with a core
earnings-to-S&P Global Ratings RWA ratio of 2.8% and an earnings
buffer of 280 bps as of year-end 2023.  S&P said, "Both metrics are
higher than the average of European banks, indicating strong
earnings quality, which we view as supporting our strong capital
assessment. We project that GB's earnings buffer ratio, which
measures the capacity for a bank's earnings to cover its normalized
credit losses, will remain solid at close to 1.5% through to 2026.
GB's cost-to-income ratio according to our definition was 46% at
year-end 2023. We believe GB's cost efficiency will deteriorate
toward 57% by year-end 2026 because of normalizing operating
revenues and some cost pressures."

GB's local focus on SME clients and its large car leasing book are
vulnerabilities.  S&P said, "We think this exposes GB to regional
economic trends. Its loan book split shows that consumer finance,
particularly car leasing, makes up almost 60% of the retail book,
while mortgage lending accounts for about 40%. While the consumer
finance portfolio has remained resilient to date, we note generally
higher default rates in this segment through the full economic
cycle. Importantly, GB does not take on residual value risks within
its car leasing business. GB's corporate portfolio is dominated by
SME clients (70%), followed by larger corporates (20%) and
government counterparties (10%). At the same time, apart from the
concentration in corporate and SME lending (about 70% of total
exposures, including project finance), we consider the bank's loan
book to be well diversified across different sectors. GB's risk
appetite framework is sound, with proper limits that also align
with the risk policies of its parent, AEC. The bank has a positive
track record in terms of nonperforming assets (NPAs) and loan loss
management. The NPA ratio decreased from 6.0% in 2019 to 2.1% in
2023, while cost of risk was 36 bps at the same time. We expect a
mild deterioration in GB's asset quality toward NPAs of 3.0% by
2026. Non-financial risks are adequately managed, in our view,
considering that the bank has been prudently managing relevant risk
areas to avoid money-laundering attempts and cyber-attacks. We
understand that the bank is not exposed to sizable legal risks,
while interest rate and currency risks are well managed within
predefined in-house and regulatory limits."

GB's deposit-funded franchise and excess liquidity buffers are
comparable to other Slovenian banks.  Its funding consists mainly
of deposits, with about 80% of its total funding from retail (74%
as of June 30, 2024) and corporate deposits (26%). The remaining
11% comes from interbank loans (4%) and wholesale funding (7%),
primarily through minimum requirement for own funds and eligible
liabilities (MREL) bonds. The bank's equity makes up around 9% of
its total funding. Most of the deposit base is concentrated in
Gorenjska. While this regional concentration is a weakness compared
to larger banks, GB has not experienced significant deposit
outflows during periods of financial market turbulence. GB's core
customer deposits are sight deposits (about 80%) that can be
redeemed at any time. To mitigate risk, 70% of these are insured by
the national deposit guarantee scheme, which contributes to
stability in adverse scenarios, in S&P's view.

GB has a well-defined liquidity strategy that aims to maintain a
high level of liquid assets.  The bank's loan-to-deposit ratio
reached 76% at year-end 2023, while the stable funding ratio was
solid at 138%. Although this ratio is stronger than many peer banks
in Europe, S&P does not view GB as a positive outlier among
Slovenian banks. Given its low proportion of wholesale funding, our
main liquidity measure--broad liquid assets to short-term wholesale
funding--has somewhat limited value for the assessment. It reached
a strong 56x at year-end 2023. More importantly, GB's net broad
liquid assets to short-term customer deposits ratio was 35% at the
same date, which is solid in the European peer context. GB has a
well-defined liquidity contingency plan that outlines procedures
for addressing liquidity deficits during stress situations.

S&P expects neither extraordinary group support nor negative
intervention from the owner.  GB is a subsidiary of AEC, which is a
financial holding company headquartered in Cyprus. AEC's goal is to
develop a leading financial services group in southeastern Europe
with a focus on Serbia, Slovenia, Croatia, and Montenegro. The
group consists of three key banks that contribute substantially to
AEC's balance sheet: Slovenia-based GB (about 25% of total assets
at year-end 2023), Serbia-based AIK Banka (50%), and Eurobank
Direktna (25%). S&P believes that GB is important to the long-term
strategy of AEC considering its access to the euro area, which
leads to funding benefits, and its high profitability. S&P said,
"We therefore regard GB as a strategically important subsidiary of
AEC. At the same time, we don't see any potential for extraordinary
group support to GB to merit an uplift to the ratings. This is
because we see GB as inherently stronger than the broader
group--notably given the group's exposure to higher risk
jurisdictions. We remain mindful that, to a degree, the group could
have a negative influence on the bank given that banking is a
confidence-sensitive business and the wide crossover of franchise
and customers. Nevertheless, we view GB as likely to be resilient
to stress in the broader group given features such as: minimal
financial and operational interlinkages to its affiliates; no
funding dependency, and; the authorities' apparent stance to apply
a multiple-point-of-entry resolution approach to the group,
implying that GB is readily severable from its affiliates."

S&P said, "We believe that GB would be subject to effective
resolution in the unlikely event of non-viability.  We consider GB
to have moderate systemic importance in Slovenia owing to its
domestic 5% market share in customer deposits, which is much higher
in its core region Gorenjska. GB's preferred resolution approach
assigned by the Single Resolution Board (SRB) is a
"Sale-of-Business" in the unlikely event of non-viability. In our
view, GB's moderate size and limited financial, funding, and
operational interlinkages to AEC could support the execution of
such a resolution transaction. GB must meet MREL requirements,
which was set by the SRB at 19.99% (as a percentage of total risk
exposure) in addition to a combined buffer requirement of 3.15% at
year-end 2023. GB's MREL ratio was just above the minimum
requirement, at 24.1% as of Dec. 31, 2023. We do not apply rating
uplift for additional loss-absorbing capacity (ALAC) to GB. This is
because of the bank's limited issuance of ALAC-eligible
subordinated debt instruments. The bank has issued MREL bonds
through senior preferred debt and eligible deposits to meet the
MREL requirements (we do not include these in the bank's ALAC
buffers). GB's ALAC ratio was 2.7% at year-end 2023. We project a
deterioration of the ALAC ratio toward 2.1% by 2027, well below the
relevant threshold of 4.0% for ALAC uplift because we do not expect
further ALAC-eligible issuances. We adjust the threshold upward by
100 bps for the first ALAC notch to 4.0%, and 200 bps for the
second ALAC notch to 8.0% because of limited numbers of
ALAC-eligible instruments and GB's weaker market access than larger
longer-established banks.

"We assigned a long-term resolution counterparty rating (RCR) of
'BBB' to GB.  An RCR is a forward-looking opinion of the relative
default risk of certain liabilities, particularly those legally
exempt from bail-in (such as insured deposits or secured
liabilities), that may be better protected from default in an
effective resolution scenario than other senior liabilities.

Environmental, Social and Governance (ESG)

S&P said, "We believe GB is well positioned to face emerging
environmental and social risks. We think ESG standards are in line
with those of other banks. The bank is the ESG hub of AEC
considering its advanced setup and ESG achievements compared to
other group members. As part of the groupwide ESG strategy and
governance model, GB is embedding such considerations into its
product offerings and product pricing. We understand that data
quality remains a concern for fully applying ESG standards. This is
similar to other local banks.

"The stable outlook reflects our view that GB will maintain its
sound earnings and asset quality performance, while safeguarding
its internal capital generation, over the next 12 months. Our base
case assumes that GB will preserves its solid balance sheet and
financial performance thanks to benign credit conditions in its
core operating regions and broader Europe. We believe that the
bank's separate resolution approach will continue to provide
protection against contagion within the group in adverse
scenarios.

"We could downgrade GB if its capitalization deteriorates in the
next 12 months, with the RAC ratio falling and remaining below 10%.
Factors that could contribute to this include a significant
increase in dividend payments to the parent company or weakening
asset quality leading to higher credit losses eroding GB's capital
base. A significant increase in NPAs because of increased
vulnerabilities in its cyclical consumer and SME loan book could
also lead to a negative rating action.

"We could upgrade GB if it issues higher-than-expected
ALAC-eligible instruments on the capital markets, pushing the ALAC
ratio sustainably above 4.0%. This would not only support ALAC
uplift in the rating but would increase GB's likely ability to
continue to service its senior obligations in a parental stress
scenario."




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

UKRAINE: Egan-Jones Hikes Senior Unsecured Ratings to B+
--------------------------------------------------------
Egan-Jones Ratings Company on October 9, 2024, upgraded the foreign
currency and local currency senior unsecured ratings on debt issued
by Ukraine to B+ from BB-.  EJR also downgraded the rating on
commercial paper issued by the Company to B from A3.




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

COVENTRY HEALTH: FRP Advisory Named as Joint Administrators
-----------------------------------------------------------
Coventry Health Limited was placed in administration proceedings in
the High Court of Justice, Court Number: CR-2024-BHM-000589, and
Glyn Mummery and Julie Humphrey of FRP Advisory Trading Limited
were appointed as administrators on Oct. 16, 2024.  

Coventry Health engages in the letting and operating of own or
leased real estate.

Its registered office is at 527 Moseley Road, Balsall Heath,
Birmingham, B12 9BU to be changed to FRP Advisory Trading Limited,
Jupiter House, Warley Hill Business Park, The Drive, Brentwood,
Essex, CM13 3BE.  Its principal trading address is at 71-77
Wheelwright Lane, Coventry, CV6 4HN.

The joint administrators can be reached at:

             Glyn Mummery
             Julie Humphrey
             FRP Advisory Trading Limited
             Jupiter House
             Warley Hill Business Park
             The Drive, Brentwood
             Essex, CM13 3BE

For further information, contact:

             The Joint Administrators
             Tel No: 01277 50 33 33

Alternative contact:

             Olivia Pascale
             Email: cp.brentwood@frpadvisory.com


KIER GROUP: S&P Upgrades ICR to 'BB' on Solid Performance
---------------------------------------------------------
S&P Global Ratings raised its ratings on U.K.-based engineering and
construction group Kier Group PLC and its outstanding GBP250
million senior unsecured notes to 'BB' from 'BB-'. The recovery
rating on the debt remains unchanged at '3', indicating its
expectation of about 60% recovery (rounded estimate) in the event
of a default.

The positive outlook reflects the potential for a further upgrade
within the next 12-18 months if Kier sustains strong metrics,
including FFO to debt higher than 60% and OCF to debt exceeding
50%, on average, while adhering to a financial policy that supports
a higher rating.

Kier reported strong operating performance in fiscal 2024, leading
to improved credit metrics.   Kier's credit ratios improved further
in fiscal 2024, with S&P Global Ratings-adjusted FFO to debt
increasing to 74% from 41% in fiscal 2023. This was mainly due to
solid revenue growth, as well as lower one-time costs, which
allowed the company to maintain broadly stable adjusted EBITDA
margins of about 5%, despite a lower contribution from the
high-margin Kier Places business and reduced design activity.
Revenue rose by 15.5% to GBP3.9 billion, with growth observed
across all segments. Kier benefitted from organic growth thanks to
the conversion of its order backlog into revenue. More
specifically, this came from continued work on the High Speed 2
rail network, the biggest project in its order book, and increased
volume in its regional building business. Revenue growth was
further boosted by Kier's acquisition of the rail assets of
Buckingham Group Contracting Ltd.

Cash generation improved further, underpinned by higher earnings
and continued focus on working capital management.   As a result,
adjusted OCF to debt increased to 93% in fiscal 2024 from 48% the
previous year. The conversion of EBITDA into cash was facilitated
by a working capital inflow of over GBP80 million. Kier's
construction operations, similar to its main U.K. peers, generates
negative working capital from its activities, given the structural
dynamics of the U.K. construction market. Consequently, the company
benefits from a net working capital inflow when its volumes are
increasing. The combination of higher earnings and strong cash
conversion allowed Kier to deleverage further, with S&P Global
Ratings-adjusted debt reducing to GBP212 million in fiscal 2024
from GBP298 million in fiscal 2023.

In S&P's view, Kier can sustain credit metrics commensurate with
the higher rating, thanks to its solid order backlog and its
commitment to further strengthening its balance sheet.  Kier's
order backlog covers more than 85% of the revenue forecast for
2025-2027, with about 90% of its fiscal year 2025 revenue already
secured. As of June 30, 2024 (end of fiscal 2024), the backlog
totaled GBP10.8 billion, up 7% versus the previous year. This
reflects new contract wins for the Construction segment--including
defense, education, health care, and justice projects awarded
through frameworks--and appointments to long-term contracts in the
infrastructure services division. Notably, Kier was appointed to
various maintenance and capital projects in the water sector, which
is entering AMP8, the eighth asset management period. This
represents a significant step up in investment from the previous
cycle and therefore an opportunity for Kier to further expand its
order book.

Moreover, under its recently announced long-term sustainable growth
plan, Kier has reiterated its commitment to further reducing debt.
Under this plan, Kier anticipates it will gradually achieve an
average month-end net cash position (as defined by management)
compared with average net debt of GBP116 million at month end in
fiscal 2024. S&P said, "We forecast the company will generate
positive discretionary cash flow (after working capital, capital
expenditure, investments in property, interest, tax, and
shareholder remuneration) of GBP30 million-GBP60 million annually
in 2025 and 2026. We expect Kier to allocate some of this toward
debt reduction, which will allow the company to meet its average
month-end net cash target by 2027. For this reason, we expect
Kier's credit ratios will become less sensitive to any modest
volatility in earnings that can be experienced in the sector, and
to the timing of advance payments, which could lead to working
capital swings. Under our base case, we forecast FFO to debt will
normalize but remain strong for the rating at about 60% in 2025 and
2026, and OCF to debt to remain above the rating-commensurate 35%
over the same period."

The group has completed a successful turnaround that began in 2019.
Since 2019, Kier's management has focused on restoring its balance
sheet and simplifying the business. The company has meaningfully
reduced debt by raising GBP240 million of new capital in 2021,
divesting its housebuilding business Kier Living for GBP110
million, and repaying its supplier financing facilities. At the
same time, earnings improved after Kier addressed legacy issues by
exiting onerous contracts and non-core geographies, implemented
cost-saving initiatives, and improved its underlying profitability.
More recently, in February 2024, Kier completed the refinancing of
its capital structure by issuing GBP250 million of senior notes due
2029 and extended its revolving credit facility (RCF) of GBP150
million to March 2027.

S&P said, "We expect that Kier will balance its allocation of
capital between reducing net debt and increasing growth investments
and shareholder remuneration.  Given our forecast for free cash
flow generation and solid headroom under leverage ratios
commensurate with a 'BB' rating, we expect that Kier can pursue its
allocation strategy without jeopardizing its creditworthiness.
Specifically, we forecast that Kier will continue to distribute
dividends, which will increase modestly over time, in line with its
publicly stated target of maintaining at least 3.0x earnings
coverage of dividends. We also expect the company to use surplus
cash to fund organic and inorganic growth initiatives. For example,
we anticipate that Kier will allocate more capital to its property
business. During 2024, Kier lifted its target investment range to
GBP160 million-GBP225 million from GBP140 million-GBP170 million
and maintained its target of delivering a 15% return on capital
employed over the next three to five years. At the end of fiscal
2024, capital employed in the property segment stood at GBP166
million. We also understand the group will continue to pursue
value-enhancing acquisitions in its infrastructure and construction
segments, such as the recent acquisition of Buckingham Rail's
assets."

Kier has a strong reputation in contract execution for the public
sector and established framework positions.   The group's strategy
remains focused on work undertaken under an established agreement
between a government body and preselected suppliers. This framework
supports Kier's revenue visibility and thereby improves the quality
and predictability of its earnings, in our view. It provides the
group with a pipeline of projects it can bid for, along with the
ability to plan its resources effectively. Importantly, it allows
Kier to deal with the same client on a recurring basis, reducing
execution risk, and deliver work based on standardized designs. S&P
believes this entails learning-curve benefits for Kier and has
helped the group develop expertise and a strong reputation in areas
such as education, defense, and justice.

S&P said, "We regard Kier's narrow geographic diversity and modest
scale as the main constraints to its credit profile.   The group
generated revenue of about GBP3.9 billion in fiscal 2024, and
adjusted EBITDA of about GBP192 million. We project the group's
sales will increase to more than GBP4.0 billion in fiscal 2025,
although this is still modest compared with that of similar- or
higher-rated peers. Furthermore, Kier's operations are exclusively
in the mature and competitive U.K. market. We think the group is
well positioned to benefit from increased public- and
private-sector spending under the U.K.'s infrastructure strategy.
Nevertheless, its geographic concentration affects the group's
credit profile because potential budgetary pressure can lead to
project postponements or delays, reducing earnings quality and
predictability."

The positive outlook reflects the potential for a further upgrade
within the next 12-18 months if Kier sustains strong metrics,
including FFO to debt higher than 60% and OCF to debt exceeding
50%, on average, while adhering to a financial policy that supports
a higher rating.

Upside scenario

S&P could raise its rating on Kier if:

-- Adjusted FFO-to-debt ratios remain higher than 60%;

-- OCF to debt remained higher than 50%, on average; and

-- Adjusted debt continues to reduce, in line with the company's
strategy, so that its credit ratios become less sensitive to modest
volatility in earnings and working capital swings.

An upgrade would also hinge on a supportive financial policy and
strong commitment from management to maintaining credit metrics
commensurate with a higher rating.

Downside scenario

S&P could revise the outlook to stable if a less-than-supportive
market environment led to project postponements or margin erosion,
or if delays in collecting payments or an increase in payments to
suppliers led to material working capital-related outflows,
resulting in adjusted FFO to debt reducing to less than 60% without
near-term prospects of a recovery, combined with OCF to debt below
50%, on a weighted-average basis.

While unlikely in the next 12 months, given the company's order
backlog, revenue visibility, and ample rating headroom, we could
take a negative rating action if FFO to debt declined to below 30%,
without prospects of a swift recovery; if OCF to debt decreased to
less than 25%; or if the company pursued a more aggressive strategy
in terms of acquisitions or shareholder returns.


LAMODA FASHION: RSM UK Named as Joint Administrators
----------------------------------------------------
Lamoda Fashion Limited was placed in administration proceedings in
the High Court of Justice Business and Property Courts in
Birmingham Insolvency and Companies List (ChD), Court Number:
CR-2024-BHM-000588, and Tom Straw and Damian Webb of RSM UK
Restructuring Advisory LLP were appointed as administrators on Oct.
14, 2024.  

Lamoda Fashion engages in the wholesale of clothing & footwear and
retails sale via mail order houses or via Internet.

Its registered office and principal trading address is at ffice 13,
Europa House (Front Office) 18 Wadsworth Road, Perivale, Greenford,
Middlesex, UB6 7JD.

The joint administrators can be reached at:

            Tom Straw
            Damian Webb
            RSM UK Restructuring Advisory LLP
            25 Farringdon Street
            London, EC4A 4AB

Correspondence address & contact details of case manager:

            Luke Jones
            RSM UK Restructuring Advisory LLP
            25 Farringdon Street
            London, EC4A 4AB
            Tel No: 020 3201 8000

Further details contact:

            The Joint Liquidators
            Tel No: 020 3201 8000


LINBROOKE SERVICES: Quantuma Advisory Named as Administrators
-------------------------------------------------------------
Linbrooke Services Limited was placed in administration proceedings
in Business and Property Courts of England and Wales, Court Number:
CR-2024-00587, and Richard Easterby and Chris Newell of Quantuma
Advisory Limited were appointed as administrators on Oct. 15, 2024.


Linbrooke Services specializes in the construction of railways and
underground railways.

Its registered office is at Unit 3 Sheffield Business Park,
Churchill Way, Sheffield, S35 2PY and it is in the process of being
changed to C/O Quantuma Advisory Ltd, 2nd Floor, Arcadia House, 15
Forlease Road, Maidenhead, SL6 1RX.

Its principal trading address is at Gateway 1, Holgate Park Drive,
Holgate, York, YO26 4GB.

The administrators can be reached at:

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

For further information, contact:

           David Easto
           Email: david.easto@quantuma.com
           Tel No: 01628 478 100


LINZI JAY: Leonard Curtis Named as Joint Administrators
-------------------------------------------------------
Linzi Jay Limited was placed in administration proceedings in the
High Court of Justice Business and Property Courts in Manchester,
Insolvency & Companies List (ChD), Court Number:
CR-2024-MAN-001297, and Mike Dillon and Rochelle Schofield of
Leonard Curtis were appointed as administrators on Oct. 15, 2024.


Linzi Jay manufactures women's outerwear, imitation jewellery and
related articles.  It is also a wholesaler of clothing and
footwear.

Its registered office and principal trading address is at Unit C2
Hurstwood Court, Duttons Way, Shadsworth Industrial Estate,
Blackburn, Lancashire, BB1 2QR.

The joint administrators can be reached at:

            Mike Dillon
            Rochelle Schofield
            Leonard Curtis
            Riverside House, Irwell Street
            Manchester, M3 5EN

For further information, contact:
           
            The Joint Administrators
            Email: recovery@leonardcurtis.co.uk
            Tel No: 0161 831 9999

Alternative contact: Sidhra Qadoos


OVERGATE FACADES: Moorfields Named as Joint Administrators
----------------------------------------------------------
Overgate Facades Limited was placed in administration proceedings
in the High Court of Justice, Court Number: CR-2024-006040, and
Andrew Pear and Richard Keley of Moorfields were appointed as
administrators on Oct. 14, 2024.  

Overgate Facades specializes in floor and wall covering.

Its registered office is at Unit C2a Comet Studio De Havilland
Court, Penn Street, Amersham, HP7 0PX.  Its principal trading
address is at Office 307A, Hamilton House, Mabledon Place, London,
WC1H 9BB.

The joint administrators can be reached at:

            Andrew Pear
            Richard Keley
            Moorfields
            Arundel House, 1 Amberley Court
            Whitworth Road, Crawley
            RH11 7XL
            Tel No: 01293 410333

For further information, contact:

            Sue Markham
            Moorfields
            Arundel House
            1 Amberley Court
            Whitworth Road, Crawley
            RH11 7XL
            Email: Sue.Markham@moorfieldscr.com
            Tel No: 01293 452844



                           *********


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

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be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


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