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

                          E U R O P E

          Friday, November 1, 2024, Vol. 25, No. 220

                           Headlines



F R A N C E

ERAMET SA: Moody's Lowers CFR to Ba3 & Alters Outlook to Negative


G E R M A N Y

RED & BLACK: S&P Affirms 'BB+(sf)' Rating on Class D Notes
TECHEM VERWALTUNGSGESELLSCHAFT 674: Moody's Affirms 'B2' CFR


I R E L A N D

HARVEST CLO XIX: Moody's Ups Rating on EUR22MM Cl. E Notes to Ba1


I T A L Y

AUTOFLORENCE 2 SRL: S&P Affirms 'B(sf)' Rating on Cl. E-Dfrd Notes
CASTELLO BIDCO: S&P Assigns Prelim 'B' LT ICR, Outlook Stable


K A Z A K H S T A N

BATYS TRANSIT: S&P Affirms 'B/B' Global Scale ICRs, Outlook Stable
SINOASIA B&R: S&P Affirms 'BB' LongTerm ICR, Outlook Stable


P O R T U G A L

TRANSPORTES AEREOS: Moody's Rates New EUR350MM Unsec. Notes 'Ba3'


S P A I N

CODERE GROUP: Moody's Gives Caa2 CFR Amid Restructuring Completion
JOYE MEDIA: S&P Affirms 'B-' ICR & Alters Outlook to Positive


S W E D E N

QUIMPER AB: Moody's Affirms B1 CFR & Rates Amended Sec. Loans B1


U N I T E D   K I N G D O M

DOWSON PLC 2024-1: Moody's Assigns B1 Rating to GBP22.75MM E Notes
HARBOUR NO. 2: S&P Assigns CCC(sf) Rating on Class X-Dfrd Notes
INVERNESS THISTLE: BDO LLP Named as Joint Administrators
KINGFISHER UNA: Grant Thornton Named as Joint Administrators
SERT WORKFORCE: Leonard Curtis Named as Joint Administrators

STRUDEL LIMITED: Begbies Traynor Named as Joint Administrators
THAMES WATER: S&P Lowers Class A Debt Rating to 'CC', Outlook Neg.

                           - - - - -


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F R A N C E
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ERAMET SA: Moody's Lowers CFR to Ba3 & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Ratings has downgraded to Ba3 from Ba2 the corporate family
rating and to Ba3-PD from Ba2-PD the probability of default rating
of French mining and metallurgical company ERAMET S.A. ("Eramet" or
"the group"). Concurrently, Moody's downgraded to Ba3 from Ba2 the
instrument ratings on the group's 7.0% EUR500 million and 6.5%
EUR500 million senior unsecured notes due 2028 and 2029,
respectively. The outlook has been changed to negative from
stable.

RATINGS RATIONALE

The downgrade to Ba3 from Ba2 reflects Moody's significantly
reduced manganese and nickel sales and commodity price expectations
for 2024 and only more moderately improving volume and price
forecasts for 2025. Moody's now expect Eramet's credit metrics to
remain far outside of Moody's guidance for its previous Ba2 rating
this year. A return to adequate levels for the Ba3 rating in 2025
appears also challenging amid the current highly volatile market
environment with sluggish growth prospects.

The rating action follows Eramet's material downward revision of
its expected manganese and nickel activities in 2024, announced on
October 15, including transported manganese ore of between 6.5-7.0
metric tons (mt, versus 7.0-7.5 mt previously) and external nickel
ore shipments at its Indonesian PT Weda Bay Nickel (PT WBN) joint
venture (38.7% stake held by Eramet) of 29 million wet metric tons
(Mwmt, previously 40-42 Mwmt).

In an over-supplied manganese ore market amid declining steel
production, especially in the world's largest steel producing
country China, and increased low-grade manganese ore supply from
South African producers, the group also faces lower than expected
manganese high-grade ore prices of currently around 4$ per dmtu
(CIF China 44%). The prices compare weakly versus the previously
assumed much higher levels (above 7$/dmtu) for 2024, following
Groote Eylandt Mining Company Pty Ltd's (GEMCO, a 60% owned
subsidiary of Australian mining company South32 Limited) (ongoing)
suspension of manganese operations at a mine since the beginning of
this year.

As to nickel operations, an unexpected tightening of local
regulations in Indonesia is restricting annual nickel ore sales in
2024 and the next two years to 32 Mwmt, whereas Eramet was
targeting an increase in ore production to 44 Mwmt in 2024 and up
to 60 Mwmt in the medium term. Despite the reduced ore sales,
however, Moody's understand that increased nickel ore premiums due
to the domestic supply restrictions should support PT WBN's
financial results at least this year.

Reflecting Moody's adjusted volume and price assumptions based on
reduced nickel ore sales, and a slower than previously anticipated
recovery of high-grade manganese ore demand and prices, Moody's
expect Eramet's Moody's adjusted EBITDA (including PT WBN's
at-equity income and excluding Société Le Nickel's (SLN) negative
results) to reduce towards EUR650 million in 2024 (from around
EUR720m for the last 12 months (LTM) ended June 2024), improving to
about EUR750 million in 2025. As a result, Moody's forecast
Eramet's Moody's adjusted leverage to continue to exceed 4x,
Moody's maximum guidance for a Ba3 rating, through 2025.

The lower earnings forecast also translates into weaker cash flow
from operations (CFO) and ongoing negative Moody's adjusted free
cash flow (FCF) generation over the next 12-18 months. Moody's now
forecast Eramet's (CFO – dividends)/debt to remain below Moody's
20% minimum guidance for a Ba3 rating by 2025. As to negative FCF
in 2025, however, Moody's recognize the group's significant
discretionary capital spending for initiated or planned expansion
projects (e.g. Lithium production in Argentina), which Moody's
expect to be significantly reduced, assuming a suspension or delay
in the progress of these projects. This should help Eramet limit
its cash burn in 2025 and preserve adequate liquidity.

That said, should the group's operational performance and financial
metrics fail to progressively strengthen from 2025, as Moody's
currently anticipate, negative pressure on its rating would
intensify, as reflected in the negative outlook.

Factors further constraining the rating include Eramet's high
revenue concentration on manganese and nickel; limited size and
scale compared with that of global rated peers; and exposure to
volatile commodity cycles, prices and demand which can lead to wide
swings in revenue and earnings. The company has also significant
exposure to mining jurisdictions with high geopolitical risks, such
as Gabon (Caa2 stable), Senegal (B1 review for a downgrade) and
Argentina (Ca stable), and the credit quality of some of these
jurisdictions has deteriorated since Moody's assigned Eramet's
ratings.

Factors that continue to support the Ba3 ratings include the
group's strong market positions in high-grade manganese ore,
refined manganese alloys and ferronickel production; best in class
cost position in all mining activities and large reserve base;
strategy of increasing diversification through growth projects in
mines and metals with positive long-term demand fundamentals, such
as lithium and nickel; adequate liquidity; prudent financial
policy, as shown by historically measured dividend payments and a
targeted reported net leverage below 1.0x through the cycle; and
strategic importance for the Government of France (Aa2 stable),
which holds a direct 27% stake in the group's share capital,
implying expected government support in case of need.

LIQUIDITY

Moody's regard Eramet's liquidity for the next 12-18 months as
adequate. As of June 30, 2024, the group's cash sources comprised
of (1) cash and cash equivalents of EUR1.6 billion (including
EUR463 million of short term financial assets); (2) a fully
available EUR935 million committed revolving credit facility (RCF,
of which EUR915 million maturing in 2029 and EUR20 million in
2028); (3) $320 million available under a lithium prepayment
facility from Glencore; and (4) Moody's forecast of up to EUR500
million cash flow from operations (excluding the expected cash burn
from SLN, as this is fully financed by the French state and
accordingly does not impact Eramet economically anymore).

These cash sources significantly exceed Eramet's expected
short-term cash needs, including capital spending of around EUR550
million, up to EUR80 million dividend payments, working cash of
around EUR95 million (representing 3% of group sales) and
short-term debt maturities, excluding leases, of EUR360 million as
of June 30, 2024.

Eramet's liquidity can absorb around $700 million purchase price
for the acquisition of the 49.9% minority stake in the Centenario
(Lithium Phase 1) project of its partner Tsingshan Holdings Group
(Tsingshan), completed on October 24. Although the transaction
further increases Eramet's exposure to high-risk jurisdictions, it
will give it a full access to the future earnings and cash flows of
the project. The project should start production in the coming
weeks and has good underlying demand characteristics.

Moody's further expect Eramet to maintain compliance with its
financial covenants over the next 12-18 months.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the deterioration in Eramet's
financial performance this year and Moody's assumption that its
credit metrics (excluding the negative earnings and cash flow
impact of SLN) will stay at weak levels for a Ba3 rating over the
next 12-18 months in a likely continued difficult market
environment. The outlook also indicates negative rating pressure,
if Eramet's dependence on cash flows generated in high-risk
jurisdictions increases.

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

Positive rating pressure would build, if Eramet successfully
executed its transformation strategy and demonstrated a consistent
track record of strong financial performance and continued traction
towards increasing production and expansion into other metals
(e.g., lithium).  In terms of financial ratios, for an upgrade
Moody's would require Eramet's (1) gross debt to EBITDA to reduce
to below 3.0x, (2) EBIT to interest expenses to exceed 3.5x, and
(3) CFO less dividends to debt to exceed 25%; all on a
Moody's-adjusted and sustained basis through-the-cycle.

Eramet's ratings could be downgraded, if its profitability and cash
generation failed to improve as a result of further declining
commodity prices and/or lower production volumes. In terms of
financial metrics, Moody's could consider downgrading the rating,
if Eramet's (1) gross debt to EBITDA continued to exceed 4.0x, (2)
EBIT to interest expense remained below 3.0x, or (3) CFO less
dividends to debt failed to improve towards 20%; all on a
Moody's-adjusted and sustained basis. Moreover, a further weakening
in Eramet's adequate liquidity or an increasing exposure to
high-risk jurisdictions would exert negative rating pressure.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Mining
published in October 2021.

COMPANY PROFILE

Headquartered in Paris, France, Eramet is one of the world's
leading producers of manganese and nickel, used to improve the
properties of steels and mineral sands (titanium dioxide and
zircon). Eramet is divided into four business units corresponding
to its activities Manganese, Nickel, Mineral Sands and Lithium. In
the 12 months through June 2024, Eramet generated around EUR3.1
billion in sales and reported EBITDA of EUR356 million (11.5%
margin).




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G E R M A N Y
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RED & BLACK: S&P Affirms 'BB+(sf)' Rating on Class D Notes
----------------------------------------------------------
S&P Global Ratings raised its credit ratings on Red & Black Auto
Germany 9 UG (Haftungsbeschrankt)'s class B notes to 'AAA (sf)'
from 'AA (sf)' and its class C notes to 'A+ (sf)' from 'A (sf)'. At
the same time, S&P affirmed its 'AAA (sf)' and 'BB+ (sf)' ratings
on the class A and D notes, respectively.

S&P said, "We analyzed the transaction's credit risk by applying
our criteria for rating global auto ABS transactions.

"Our ratings in this transaction address the timely payment of
interest and the ultimate payment of principal.

"The rating actions follow our review of the transaction's
performance and the application of our current criteria and reflect
our assessment of the payment structure according to the
transaction documents."

The transaction closed in October 2022 and immediately started to
amortize. As of August 2024, the performing asset balance decreased
to EUR306.5 million from EUR600.0 million at closing. Over the same
period, the class A notes' outstanding balance decreased to
EUR274.9 million from EUR567.3 million and the credit enhancement
increased to 12.7% from 7.7%. Credit enhancement also increased to
10.3% from 6.5% for the class B notes, to 7.3% from 4.9% for the
class C notes, and to 3.3% from 2.8% for the class D notes.

S&P said, "Cumulative defaults are building up slower than we
anticipated, and the pool's weighted-average seasoning has
increased to 30.9 months from 15.6 months at our 2023 review. Based
on our analysis, Red & Black Auto Germany 9 has shown consistent
asset performance, with cumulative gross losses falling below our
initial assumptions. Following this stable asset performance, we
reduced our gross loss base-case assumption to 1.40% from 1.75% at
our 2023 review, reflecting the transaction's increased seasoning
and low realized losses to date.

"We have maintained the credit multiple at 4.6x in a 'AAA'
scenario, and our multiples for lower ratings are unchanged. We
have not changed our balloon risk loss assumptions. In our view,
the credit assumptions we considered in our analysis reflect the
current economic outlook.

"We reviewed the recovery data received since closing and believe
that the trends display a good performance exceeding our initial
expectations. On this basis, and in line with the other Red & Black
Auto Germany transactions that we rate, we have increased our
base-case recovery assumption to 60% from 55% at closing. We have
also maintained our haircut of 40% at the 'AAA' rating level,
resulting in a 36% stressed recovery rate at 'AAA'."

  Table 1

  Haircuts on the recovery base case

  Rating   Haircut (%)

  AAA      40.0
  AA       30.0  
  A        22.5
  BBB      17.5
  BB       12.5

  Table 2

  Credit assumptions

  Parameter                              2023 review   Current

  Gross loss base case (%)                     1.8       1.4

  Gross loss base case calibrated
  on the remaining performing pool (%)         1.9       1.5

  Gross loss multiple ('AAA') (x)              4.6       4.6

  Gross loss multiple ('A+') (x)               3.1       3.1

  Gross loss multiple ('BB+') (x)              1.7       1.7

  Recovery base case (%)                      60.0      60.0

  Stressed recovery rate ('AAA') (%)          36.0      36.0

  Stressed recovery rate ('A+') (%)           44.2      44.2

  Stressed recovery rate ('BB+') (%)          51.0      51.0

  Balloon loss ('AAA') (%)                     7.5       7.5

  Balloon loss ('A+') (%)                      4.3       4.3

  Balloon loss ('BB+') (%)                     N/A       N/A

N/A--Not applicable.

As of the August 2024 investor report, the class A notes' level of
subordination is above 10%. Therefore, the transaction will pay pro
rata unless one of the following sequential triggers is
irreversibly breached:

-- The cumulative net loss ratio exceeds 1.50%;

-- The principal deficiency subledgers are debited with an amount
equal to or higher than 1.0% of the notes' aggregate outstanding
principal as of the closing date; or

-- The aggregate outstanding portfolio balance falls below 10% of
the original outstanding portfolio balance.

S&P said, "We have modeled the pro rata features as well as the
sequential payment triggers in our cash flow model.

"Our operational and legal analysis is unchanged since closing. We
consider that the transaction documents adequately mitigate the
transaction's exposure to counterparty risk through the transaction
bank account provider (Bank of New York Mellon, Frankfurt Branch)
and swap counterparty (DZ BANK AG).

"Our cash flow analysis indicates that the available credit
enhancement for the class A and B notes is sufficient to withstand
the credit and cash flow stresses that we apply at the 'AAA' rating
level. We therefore affirmed our rating on the class A notes and
raised our rating on the class B notes to 'AAA (sf)' from 'AA
(sf)'.

"Additionally, our cash flow analysis shows that the class C notes
can withstand 'A+' stresses. We therefore raised our rating to 'A+
(sf)' from 'A (sf)'. At the same time, we affirmed our 'BB+ (sf)'
rating on the class D notes.

"As part of our analysis, we also conducted additional sensitivity
analysis to assess the effect of, all else being equal, an
increased gross default base case and a lower recovery rate base
case on our ratings on the notes. For this purpose, we ran eight
sensitivity runs by either increasing stressed defaults and/or
reducing expected recoveries as below."

Red & Black Auto Germany 9 is a securitization of auto finance
receivables for new, used, and newly used cars that Bank Deutsches
Kraftfahrzeuggewerbe GmbH originated and granted to its private
customers.


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

Concurrently, Moody's downgraded the rating of all senior secured
notes and senior secured bank credit facilities issued by Techem
Verwaltungsgesellschaft 675 mbH to B2 from B1, aligned with the
CFR, and with a stable outlook. Previously, the ratings were on
review for downgrade. Moody's also assigned a senior secured B2
rating to the anticipated EUR750 million temporary notes that will
be converted into a tap issuance of the existing senior secured
notes maturing 2029.

RATINGS RATIONALE

The rating downgrade of the senior secured debt to B2 follows the
announcement to repay the Senior Debt that removed the senior
secured debt's priority position in the group's capital structure
and the benefit of loss absorption provided by the junior-ranking
debt. As such the senior secured debt's rating will be aligned with
the CFR.

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

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

LIQUIDITY

Techem's liquidity is adequate. The group's internal cash sources
will comprise around EUR73 million of cash and cash equivalents pro
forma for the transaction, as well as reported cash flow from
operations of around EUR375 million per year. Internal cash sources
and the revolving credit facility (RCF) will cover all expected
cash needs in the next 12-18 months.

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

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

WHAT COULD CHANGE THE RATINGS UP

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

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

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

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

WHAT COULD CHANGE THE RATINGS DOWN

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

-- EBITA/Interest sustainably falling below 1.5x

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

STRUCTURAL CONSIDERATIONS

Techem Verwaltungsgesellschaft 675 mbH's senior secured EUR1.85
billion term loan B5 and its EUR375 million senior secured RCF rank
pari passu with the current EUR500 million issue of senior secured
notes that will be increased by EUR750 million by a tap issuance.
As such there will be one large class of debt.

The term loan B (TLB), the senior secured notes and the RCF share
the same security and are guaranteed by certain subsidiaries of the
group that account for at least 80% of consolidated EBITDA. The
calculations exclude EBITDA generated by certain non-German
operations, which results in a group-wide guarantor coverage of
74.4% as of December 2023.

ENVIROMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

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

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




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HARVEST CLO XIX: Moody's Ups Rating on EUR22MM Cl. E Notes to Ba1
-----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Harvest CLO XIX DAC:

EUR26,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aaa (sf); previously on Feb 9, 2024
Upgraded to Aa3 (sf)

EUR22,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A2 (sf); previously on Feb 9, 2024
Upgraded to Baa1 (sf)

EUR22,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Ba1 (sf); previously on Feb 9, 2024
Affirmed Ba2 (sf)

Moody's have also affirmed the ratings on the following notes:

EUR248,000,000 (Current outstanding amount EUR111,332,460) Class A
Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Feb 9, 2024 Affirmed Aaa (sf)

EUR22,000,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Feb 9, 2024 Upgraded to Aaa
(sf)

EUR20,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Affirmed Aaa (sf); previously on Feb 9, 2024 Upgraded to Aaa (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B2 (sf); previously on Feb 9, 2024
Affirmed B2 (sf)

Harvest CLO XIX DAC, issued in May 2018, is a collateralised loan
obligation (CLO) backed by a portfolio of mostly high-yield senior
secured European loans. The portfolio is managed by Investcorp
Credit Management EU Limited. The transaction's reinvestment period
ended in July 2022.

RATINGS RATIONALE

The rating upgrades on the Class C, Class D and Class E notes are
primarily a result of the deleveraging of the Class A notes
following amortisation of the underlying portfolio since the last
rating action in February 2024.

The affirmations on the ratings on the Class A, Class B-1, Class
B-2 and Class F notes are primarily a result of the expected losses
on the notes remaining consistent with their current rating levels,
after taking into account the CLO's latest portfolio, its relevant
structural features and its actual over-collateralisation ratios.

The Class A notes have paid down by approximately EUR74.1 million
(40%) since the last rating action in February 2024 and EUR136.7
million (55.1%) since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased across the capital
structure. According to the trustee report dated August 2024 [1]
the Class A/B, Class C, Class D, Class E and Class F OC ratios are
reported at 164.12%, 140.33%, 124.99%, 112.68% and 106.94% compared
to January 2024 [2] levels of 139.95%, 127.01%, 117.79%, 109.82%
and 105.91%, respectively. Moody's note that the August 2024
principal payments are not reflected in the reported OC ratios.

The deleveraging and OC improvements primarily resulted from high
prepayment rates of leveraged loans in the underlying portfolio.
Most of the prepaid proceeds have been applied to amortise the
liabilities. All else held equal, such deleveraging is generally a
positive credit driver for the CLO's rated liabilities.

The key model inputs Moody's use in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.

In Moody's base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR254,187,351

Defaulted Securities: EUR2,915,222

Diversity Score: 44

Weighted Average Rating Factor (WARF): 3179

Weighted Average Life (WAL): 3.15 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.80%

Weighted Average Coupon (WAC): 3.78%

Weighted Average Recovery Rate (WARR): 43.11%

Par haircut in OC tests and interest diversion test: 1.46%

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporate these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap provider,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in October 2024. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Additional uncertainty about performance is due to the following:

-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assume have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
Moody's other analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.




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AUTOFLORENCE 2 SRL: S&P Affirms 'B(sf)' Rating on Cl. E-Dfrd Notes
------------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Autoflorence 2
Srl's class B notes to 'AA (sf)' from 'AA- (sf)' and class C notes
to 'AA- (sf)' from 'A (sf)'. At the same time, S&P affirmed its 'AA
(sf)' rating on the class A notes, 'BBB+ (sf)' rating on the class
D-Dfrd notes, and 'B (sf)' rating on the class E-Dfrd notes.

The rating actions follow S&P's review of the transaction's
performance and the application of S&P's relevant criteria and
consider the transaction's current structural features.

As of the August 2024 payment date, the pool factor has fallen to
40%. As no triggers have been breached, the transaction continues
to amortize pro rata, with the credit enhancement percentage
available to each class of notes remaining constant since closing
and the last review.

S&P said, "Given the good collateral performance, we lowered our
base-case gross loss assumptions, but kept the gross loss multiples
unchanged. We then recalibrated our base-case gross loss
assumptions to account for the portfolio's current size and applied
a 2.97% base-case gross loss on the total outstanding balance of
the loan.

"In line with our previous review of the transaction, we assume a
recovery rate base case of 16%. We lowered our rating-specific
recovery haircuts at 'AA+' levels and below to bring them in line
with the latest transaction we rated from the same originator.

"Under our criteria, we applied the following credit assumptions in
our analysis."

  Table 1

  Credit assumptions

  Parameter             Previous review  Current

  Gross loss base case (%)      3.66      2.97

  Multiples (x)

  'AA'                          3.50      3.50

  'AA-'                         3.17      3.17

  'BBB+'                        2.13      2.13

  'B'                           1.25      1.25

  Recoveries (%)

  Base case                     16.0      16.0

  'AA' haircut                  32.1        30

  'AA-' haircut                 29.5      26.7

  'BBB+' haircut                22.1      15.0

  'B' haircut                   10.7       5.0

  Stressed net losses (%)

  'AA'                          11.4       9.2

  'AA-'                          8.5       8.3

  'BBB+'                         7.4       5.5

  'B'                            4.4       3.1

S&P said, "Our cash flow analysis indicates the available credit
enhancement for the class A and B notes is sufficient to withstand
the credit and cash flow stresses that we apply at the 'AAA' rating
level. However, our structured finance sovereign risk criteria
constrain our ratings on these classes of notes at 'AA (sf)'. We
therefore affirmed our 'AA (sf)' rating on the class A notes and
raised our rating on the class B notes to 'AA (sf)' from 'AA-
(sf)'.

"The class C notes are now able to pass our stresses at the 'AA'
rating level. However, we maintained a one notch differential with
the class A and B notes to account for the lower credit enhancement
and position in the capital structure. We therefore raised our
rating to 'AA- (sf)' from 'A (sf)'.

"For the class D-Dfrd notes, the available credit enhancement is
sufficient to withstand the credit and cash flow stresses that we
apply at the 'A' rating level. However, this class of notes is
exposed to liquidity risk due to the lack of any principal
borrowing or liquidity reserve. We therefore affirmed our 'BBB+
(sf)' rating.

"The class E-Dfrd notes show interest shortfalls in a few scenarios
at the 'B' rating level. However, the shortfalls are very small and
occur at the very end of the transaction's life. Considering the
transaction's good performance to date, we affirmed our 'B (sf)'
rating.

"Our analysis included additional sensitivity tests to assess the
effect of increasing the gross default and lowering the recovery
rate in our base case. The table below shows the eight sensitivity
runs we ran, in which we increased the stressed defaults, reduced
the expected recoveries, or both factors.

"The results of the above sensitivity analysis indicate a
deterioration of no more than two notches for the class B and
D-Dfrd notes, and three notches for the class C notes, which is in
line with our credit stability expectation. The class E-Dfrd notes
are not able to achieve any rating under our sensitivity analysis.

"Our counterparty and operational risk criteria do not constrain
the ratings in this transaction.

Autoflorence 2 is an Italian ABS transaction that securitizes a
portfolio of auto loan receivables to private borrowers in Italy
originated by Banca Findomestic SpA.


CASTELLO BIDCO: S&P Assigns Prelim 'B' LT ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term ratings
to Castello Bidco and its proposed notes, with a recovery rating of
'3', reflecting its estimate of about 60% recovery in the event of
a payment default.

The stable outlook reflects S&P's expectation that the consolidated
entity will generate organic revenue growth of about 16% in 2024
and about 8% annually thereafter, with the high-margin Korean
business helping EBITDA margins approach 35% in 2025, translating
into free operating cash flow to debt close to 5% next year and
leverage of 5.0x or lower in 2024-2025.

Financial sponsor Bain Capital is acquiring Italian high complexity
printed circuit board (PCB) maker Somacis (including the recently
announced Dyconex acquisition) for EUR630 million; in turn, Somacis
will acquire PCB manufacturer AT&S Korea for EUR415 million.

The total transaction value of EUR1.1 billion will be funded with
EUR550 million of senior secured notes issued by Castello Bidco,
Somacis' top-level holding company, and EUR535 million of equity
contributed by the owners, financial sponsors Bain Capital (64%
ownership) financial sponsor Chequers, (15%) and minority
shareholders consisting primarily of management (21%).

Somacis is a high-mix low volume PCB manufacturer focusing on the
aerospace and defense (A&D) and medical technology (MedTech) end-
segments.   It designs and manufactures PCBs used to mechanically
support and connect electrical components. The company focuses on
highly complex PCBs that require a high degree of customization and
are typically produced in low volumes. Historically, Somacis'
largest end-user segment has been A&D. However, in June 2024, the
company signed an agreement to acquire Switzerland-based Dyconex,
followed by an agreement on Sept. 23 to acquire AT&S Korea. Both
acquisitions will significantly increase Somacis' exposure to
MedTech, which will now become the combined entity's largest end
market, representing 40% of revenue. In both MedTech and A&D (24%
of revenue), Somacis will continue to focus on specialized and
customized PCBs. Given the high importance of security and
reliability for these segments, we expect that Somacis will
continue to benefit from its long-standing relationship with its
customers and its knowledge with regards to certification, industry
standards, and geographical flexibility in its production supply
chain.

The company has a solid track record of top-line growth and
relatively stable margins, thanks to its exposure to less cyclical
end-markets.   S&P said, "In our view, Somacis has solid revenue
growth opportunities, stemming mainly from its exposure to the A&D
and MedTech segments. We regard Somacis as well positioned to
benefit from increasing defense budgets, digitalization, growth in
aviation after the pandemic, as well as stable growth in the
MedTech sector. We note that revenue and margins have been
relatively stable in the A&D and MedTech segments in recent years,
in comparison with those in other end segments. Somacis' other
segments are Datacom/AI (12% of revenue), including PCBs for
optical transceivers, motherboards, power systems, data storage
units, etc.); Industrial technology (7% of revenue), including PCBs
for semiconductor testing and equipment; and Other (17%), including
automotive, communication, and infrastructure segments, which may
experience more volatility due to larger fluctuations in demand and
inventory corrections. The product life cycle tends to be longer in
A&D and MedTech, typically 10-15 years, compared to other end
markets. For instance, in the telecommunication end market,
products on average have a life cycle of only about one year. We
also attribute the stability of margins to the company's ability to
pass on costs to its customers, given the PCBs' relatively low
share of total costs in the finished product and customers' focus
on reliability and quality ahead of price."

S&P said, "In our view, Somacis' long-standing customer
relationships and stable customer base, alongside the industry's
high certification requirements, creates a competitive advantage.  
There are lengthy certification requirements for PCB manufacturers,
and the high-quality, mission-critical nature of Somacis' finished
products underscore its relationships with customers. In addition,
fairly sizeable investments are required to build plants with
specialized equipment to produce PCBs. We therefore assess
incentives for customers to switch PCB suppliers as fairly low and
create a competitive advantage.

Somacis' limited scale and lack of diversification outside its
niche constrain the rating.  The proposed acquisitions will
increase the company's annual revenue to a consolidated EUR341
million compared with an estimated EUR213 million on a stand-alone
basis in 2024, and annual EBITDA to EUR116 million from about EUR51
million. Despite Somacis' larger scale and broader end-segment
diversification after the acquisitions, it will remain in our view
a niche player. Somacis' addressable market represents about EUR7.5
billion of the total estimated overall EUR63 billion PCB market. In
addition, in A&D, as in its other segments, it competes with larger
players. Somacis' limited scale is somewhat balanced by relatively
strong customer diversification, since no customer accounts for
more than 8% of revenue, and the five largest customers represent
only 25% of revenue. However, Somacis is less diversified and
smaller than other rated PCB manufacturers, and hence has a weaker
business risk profile than TTM Technologies (BB/Stable/--) and
Sanmina Corp. (BB+/Stable/--). For example, TTM's annual turnover
is 10x larger, and Sanmina's 24x larger than Somacis'. And, in
addition to being a PCB manufacturer, Sanmina is also the third
largest electronic equipment manufacturer in the world. That said,
S&P notes that Somacis outperforms both of these peers in terms of
profitability, given its specialized and less commoditized product
portfolio.

Global supply chains are exposed to geopolitical risks and
potential bottlenecks from demand volatility, but this is mitigated
by Somacis' diversified distribution network.   A global presence
and current global geopolitical tensions expose the overall PCB
industry and Somacis' own distribution network to potential export-
and import-control measures. This is because some governments could
take action, for instance by imposing additional tariffs or trade
barriers to components or raw materials, to favor local suppliers.
Furthermore, volatility in the supply of key materials or
components could lead to bottlenecks in the supply chain. However,
S&P regards these risks as balanced and managed by Somacis'
diversified footprint, with manufacturing capabilities on three
different continents. Its ability to provide manufacturing at a
range of geographical locations be an advantage, since more
customers are seeking to reduce their reliance on PCBs manufactured
in China.

S&P said, "The company's financial sponsor ownership constrains the
rating, but we regard its post-issuance leverage as relatively low
for the rating.   We expect Somacis' holding company, Castello
Bidco to issue EUR550 million of senior secured notes to fund the
acquisition of Somacis (including the acquisition of Dyconex) for
EUR630 million and AT&S Korea for EUR415 million, with the
remainder of funding coming from equity provided by Bain Capital
(64% ownership), Chequers (15%), and minority shareholders,
primarily management (21%). We expect this capital structure will
lead to a pro forma leverage ratio of about 5.0x in 2024, which is
relatively low compared with that of many 'B' rated companies owned
by a financial sponsor. As Somacis' top line and EBITDA improve, we
expect free operating cash flow to debt to gradually approach 5% in
2025. Our rating also takes into account the company's financial
sponsor ownership and potential volatility in leverage and cash
flow, caused for instance by a spike in investments during the
business cycle.

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

"The stable outlook reflects our expectation that the consolidated
entity will generate organic revenue growth of about 16% in 2024
and about 8% annually thereafter. We also expect the inclusion of
the high-margin Korean business will help EBITDA margins approach
35% in 2025. This will translate into free operating cash flow to
debt approaching 5% in the same year, with leverage remaining at
5.0x or lower in 2024-2025."

Upside scenario

S&P could raise its rating if free operating cash flow reached 10%
of debt on a sustainable basis, while leveraged is sustainably
below 5.0x. This would likely stem from a continuous improvement in
operating performance, including steady growth of revenue, EBITDA,
and cash flows, as well as a smooth integration of recent
acquisitions.

Downside scenario

S&P said, "We could lower our rating if free operating cash flow
turned negative, for example from increased competitive pressures.
Alternatively, we could lower our rating if leverage increased and
exceeded 7.0x, likely stemming from large debt-funded acquisitions
or shareholder distributions."

Company Description

Somacis, the operating subsidiary of Castello Bidco, is a PCB
manufacturer focusing on highly customized products in low volumes.
The company has production plants in Italy, the U.K., U.S., Korea,
and China. Pro forma 2023, end-segments by share of revenue are as
follows: MedTech (40%); A&D (24%); Datacom/AI (12%), including PCBs
for optical transceivers, motherboards, power systems, data storage
units etc.; Industrial technology (7%), including PCBs for
semiconductor testing and equipment; and Other (17%) , including
automotive, communication and infrastructure segments. The company
was founded in 1972 and has since had its headquarters in
Castelfidardo, Italy.

S&P's Base-Case Scenario

Assumptions

-- World GDP growth of 3.3% in 2024 and 3.2% in 2025 and consumer
price inflation to increase by about 5.8% in 2024 and 3.7% in
2025.

-- An average annual PCB market growth of about 5% in 2024-2029.

-- Given Somacis' strong market presence in radio communication
systems for civil aerospace, radar, satellites, satellite
launchers, and communication defense for the defense industry, we
expect its revenue will be correlated to the strong growth in these
subsegments, with annual A&D market revenue growth at about 7.5% in
2024-2028.

-- Following the announced acquisitions, Somacis will have a large
exposure to MedTech and S&P expects this segment to expand by about
5% annually in 2024-2028.

-- For 2024, 18% organic revenue growth at Somacis alone, and
reported revenue growth of about 90% including the acquisitions in
2024. Dyconex will add about EUR49 million in revenue and AT&S
Korea about EUR79 million.

-- In 2025, pro forma organic revenue growth of about 8%.

-- S&P Global Ratings-adjusted EBITDA margins improving toward 34%
in 2024-2025 from 28% in 2023, primarily a result of the
higher-margin business at AT&S Korea and eventually from modest
revenue and cost synergies.

-- Capital expenditure (capex) of about EUR36 million in 2024
before normalizing to EUR31 million-EUR32 million per year. We
expect capex to be geared toward a combination of capacity
expansion and capability enhancement of existing plants.

-- No dividends or further acquisitions in 2025 or 2026.

Key metrics

-- S&P assesses Castello Bidco's liquidity as adequate, based on
minimal short-term debt maturities and large availability under the
company's revolving credit facility (RCF). Its liquidity analysis
covers the 12 months following the closing of the transaction.

-- S&P said, "We estimate that sources of liquidity will cover
uses by more than 2.0x over the 12 months following the
transaction's close. We believe the company could absorb low
probability, high-impact events with limited need for refinancing.
However, our assessment is constrained by the company's short
history of having well-established relationships with banks and its
lack of a solid standing (on a stand-alone basis) in the credit
markets."

Principal liquidity sources:

-- EUR70 million of cash available at closing;

-- The EUR100 million undrawn RCF due in 2031; and

-- Funds from operations of EUR50 million-EUR55 million annually.

Principal liquidity uses:

-- Annual capex of EUR30 million–EUR36 million;

-- Modest working capital swings; and

-- EUR5 million annual amortization of a vendor loan of EUR10
million inherited from Dyconex.

Covenants

The EUR100 million RCF has a springing covenant that is tested if
the RCF is at least 40% drawn, at which point the consolidated
super senior secured net leverage ratio must be below 1.7x. S&P
does not expect any drawings on the RCF in its base case.
Therefore, S&P expects considerable headroom under this covenant,
given its estimate that the super senior secured net leverage ratio
at 0x in 2024-2025.

-- The EUR550 million proposed senior secured notes maturing in
2031 are rated preliminary 'B' with a preliminary '3' recovery
rating, reflecting our expectation of meaningful recovery prospects
(rounded estimate: 60%).

-- The preliminary recovery rating is supported by our valuation
of the business as a going concern. At the same time, it is
constrained by the significant amount of prior-ranking debt,
including the new EUR100 million super senior RCF.

-- The company has a financial covenant on the RCF, with a super
senior net leverage ratio set at 1.7x and tested when 40% of the
RCF is drawn.

-- In S&P's hypothetical default scenario, it assumes a loss of
key customers, likely stemming from operational missteps, an
increase in competition, and reduced demand from key customers,
resulting in a deterioration of the top line and margins.

Simulated default assumptions

-- Year of default: 2027

-- Minimum capex at 4% of revenue

-- Cyclicality adjustment factor of 10%, standard sector
assumption

-- Operational adjustment of 20%, to reflect expected growth in
topline and EBITDA

-- Emergence EBITDA after recovery adjustments of EUR77 million
EBITDA multiple of 6.0x

-- Jurisdiction: Italy

-- Gross enterprise value at default: EUR461.9 million

-- Administrative costs: 5%

-- Priority claims: about EUR87.6 million

-- Net value available to senior secured debt claims: about
EUR351.2 million

-- Senior secured debt claims: EUR569.3 million

    --Recovery expectations: 50% - 70% (rounded estimate: 60%)

    --Recovery rating: '3'

Note: All debt amounts include six months of prepetition interest.
The RCF is assumed to be 85% drawn at default.




===================
K A Z A K H S T A N
===================

BATYS TRANSIT: S&P Affirms 'B/B' Global Scale ICRs, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirm its 'B/B' global scale long- and
short-term issuer credit ratings on Batys Transit JSC and its
'kzBBB-' long-term Kazakhstan national scale rating.

The stable outlook reflects S&P's view that Batys' small size, lack
of solid regulatory protection, exposure to one large industrial
customer, and undiversified asset base are balanced by a sizable
cash position, supporting 2025 bond repayment with no short-term
risk of covenant breach.

Batys' high exposure to finite, debt-funded, city lighting projects
adds to cash flow volatility.  In S&P's updated base case, revenue
from the city lighting contracts will account for around 65% of
total revenue in 2024, declining to around 40% in 2025, and the
segment will contribute 40%-50% of the company's total EBITDA. The
company is implementing the sixth contract to build and operate a
modern street lighting system for another area of the city of
Atyrau. Batys is contemplating signing the seventh contract in
2025. Such projects are usually constructed in two years, followed
by five years of maintenance and cost reimbursement from the city
budget, after which the assets are transferred to the city.

City lighting tariffs are designed to cover operating expense
(opex), capital expenditure (capex) and debt service, and
historically this business was profitable (the profit margin of
Batys for its sixth contract is 20%-25%). S&P said, "However, we
view this segment as relatively volatile due to contract turnover,
its debt-funded nature, and the generally simplistic nature of
tariff regulation. We factor in the inherent EBITDA volatility from
recognizing these contracts at cost in the early years, sizeable
working capital outflows linked to equipment purchases in the early
stages, and respective debt accumulation. We also understand that
the previous and the current contracts already cover about 80% of
Atyrau's territory, which might make it more difficult for the
company to replace existing contracts and maintain current business
size."

The contracts are signed with the city administration, which has no
history of delayed or missed payments, and they include the full
reimbursement of capex and opex. S&P also factors in the full
reimbursement Batys receives from the city to repay loans raised to
finance the lighting contracts, which mitigates the repayment risk.
Importantly, the timing of reimbursement mirrors the bank debt
repayment schedule. Batys' track record in building and operating
the lighting networks is positive, with no historical budget
overruns.

S&P said, "At the same time, we take a note that the tariffs
formula does not include any reimbursement of cost overruns other
than the power purchase, for which the tariffs are set annually in
advance. Also, around 20% of the construction budget for such
contracts is in hard currency, exposing Batys to foreign currency
risks. Historically, Batys performed profitably thanks to good
technical execution, relatively short construction time, and
contingencies effectively built in the tariffs, but tariff levels
and the size of such contingencies could fluctuate from one
contract to another. This is reflected in our weak competitive
advantage score for city lighting operations in Kazakhstan.

"Batys remains highly exposed to a single large customer in its
transmission business, and regulation does not protect it from
volume risk, even if we do not forecast any material volume
reduction the next 12 months.  Batys essentially supplies power
solely to Kazakh company Kazchrome, which is part of the larger
diversified metals and mining group Eurasian Resource Group (ERG;
not rated). Kazchrome is one of the global producers of
ferrochrome, which is used to produce stainless steel. Through its
high-voltage transmission lines, Batys transports power from the
Kazakhstan National Grid--which is managed by KEGOC (BB+/Stable),
the 20% shareholder of Batys--to the mining entity of Kazchrome,
Donskoy mining plant, and to one of ERG's two ferroalloys
producers, Aktobe ferroalloys plant. We understand that there are
no alternative offtakers of comparable size for Batys' transmission
line, and that the regulatory system does not protect it from
volume risk.

"That said, we believe that Batys will retain relatively solid
transmission volumes at least in the next 12-18 months. Even though
current management projections assume a large volume reduction,
historically, Kazchrome's offtake volumes has been well above plan.
We understand that the grids of Batys are critical for the
energy-intensive business of Kazchrome, and that the ferrochrome
market is currently supportive for its main client's production
volumes. Although Kazchrome is contemplating renewable power
generation, which may eventually result in a volume loss for Batys,
we understand that construction would take time and, even when it
is completed, Kazchrome could continue using Batys line to sell
more expensive renewable power to the grid. Importantly, the
current tariff period lasts until 2027, and tariffs cover all main
costs, including capital investment, but not volume fluctuations.

"We expect a moderate increase to S&P Global Ratings-adjusted debt
in 2024, as volatility in lighting contracts leads to negative
FOCF, potentially tightening debt maintenance covenants by 2027.
In our current base case, we assume a large contraction of EBITDA
in 2027 due to lack of clarity about the new city lighting
contracts and potential fluctuations in transmission volumes. As a
result, in our base case, we forecast S&P Global Ratings-adjusted
debt will increase to KZT19-20 billion at year-end 2024 from
KZT18.1 billion at the end of 2023, with a subsequent decrease to
around KZT16 billion-KZT16.5 billion in 2025-2026 (KZT15.4 billion
at the end of 2025 in the management case), driven by the
volatility of street lighting cash flows. As such, we expect
adjusted debt to EBITDA to remain at 3x-4x despite the total debt
decrease. We factor in Batys' total gross debt of KZT29.6 billion
at year-end 2023, consisting of KZT12.6 billion of notes due
December 2025 and a portfolio of bank loans drawn mostly to finance
the lighting projects. We expect gross debt to increase to around
KZT31 billion at the end of 2024 on the back of new loans for the
ongoing city lighting construction, but it will decrease to about
KZT16 billion-KZT17 billion by the end of 2025 after Batys repays
the notes.

"As a result of debt buildup and a temporary trough in EBITDA, we
expect Batys to have a very tight headroom under the maintenance
covenants that currently limit debt to EBITDA at 2.0x in 2025 and
2.5x in 2027, which the issuer intends to renegotiate with the
banks. We expect management to address the covenant issue
preemptively, and we also understand that EBITDA generation will
depend on the new tariffs setup.

"Batys has already accumulated 90% of the amount required to cover
its KZT12.6 billion bond maturity in 2025, which supports the
rating.  The key factor that supports our rating is Batys' cash
accumulated for notes repayment in its restricted account.
Management has stated that, as of October 2024, the cash in this
account totaled KZT11 billion, covering around 90% of the notes.
For the calculation of S&P Global Ratings-adjusted debt, we offset
this amount against debt in our forecast for 2024."

Another credit positive is the lender pool. The main lender,
Eurasian Development Bank (EDB), accounts for around 55% of Batys'
total bank loan portfolio as of June 30, 2024, and exercises a
close control over the use of cash. S&P also understands that the
banks have a right to limit dividend distribution if this is
detrimental to leverage.

S&P said, "The stable outlook reflects our view that the risks
associated with Batys--its small size, lack of solid regulatory
protection, exposure to one large industrial customer,
undiversified asset base, and cash flow volatility stem from the
life-cycle of Batys' city lighting contracts--are balanced by a
sizable cash position, adequate profitability of both business
segments, and a solid track record of operations in electricity
transmission.

"In our base-case scenario, we assume that Batys will generate a
relatively stable EBITDA of around KZT4.8 billion–KZT4.9 billion
in 2024-2026, and it will return to that level after a temporary
trough in 2027, caused by the timing of the city lighting contract.
Our base case includes around KZT1.5 billion-KZT2.0 billion per
year of capex for 500-kilovolt (kV) line modernization in
2024-2025, as well as working capital outflows related to
street-lighting projects, which will turn FOCF negative in 2024.
However, given the sizable cash reserve of KZT15 billion, most of
which is restricted for the repayment of notes due in the end of
2025, we believe the nonpayment risk for the notes is minimal.

"We could consider a negative rating action if the company
demonstrates heightened related-party transactions, raising
concerns about governance issues.

"We could lower the rating if EBITDA declines, resulting in lower
business risk appreciation. This could occur from lower
transmission volumes, a shrinking city lighting business, the
expiration of existing contracts, or less supportive tariffs that
impair profitability. A more aggressive financial policy could also
lead to a negative rating action, including new, material,
debt-funded projects or resumption of dividend payments while the
profitability of street-light projects remains uncertain."

In addition, the ratings will come under pressure if leverage
further increases, with EBITDA interest coverage falling and
sustaining below 1.5x, and adjusted debt to EBITDA trending up from
the 3x-4x we forecast for 2024-2025, notably because:

-- Batys undertakes a more aggressive stance toward investments or
dividends than we currently assume;

-- The company shows operating underperformance, for instance, as
a result of Kazchrome off-taking much lower volumes and delaying
payments on its electricity bills, large tariff revisions by the
government, or cost inflation in street-lighting projects, leading
to weakened EBITDA and cash generation; or

-- The liquidity position deteriorates, including due to the risk
of noncompliance with covenants.

An upgrade is less likely in the next two to three years given
Batys' small size and appetite for undertaking ambitious projects.
In the longer term, S&P could raise the ratings if:

-- The company diversifies its asset and customer base, leading to
reduced single-customer exposure in the electricity transmission
segment;

-- The regulatory environment improves in a way that eliminates
Batys' exposure to volume risk; or

-- The company demonstrates improved financial performance and a
commitment to maintaining moderate debt leverage, with funds from
operations (FFO) to gross debt of above 20% and headroom at all
times.

Governance factors are a negative consideration in S&P's analysis
of Batys. All assets and operations of the company are concentrated
in Kazakhstan where we see governance risks as elevated relative to
developed countries. Additionally, the company demonstrates a very
ambitious development plan accompanied by aggressive investments,
which weighs on Batys' governance profile.


SINOASIA B&R: S&P Affirms 'BB' LongTerm ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings affirmed its 'BB' long-term issuer credit and
financial strength ratings and its 'kzA+' national scale rating on
Sinoasia B&R Insurance JSC (SABR). The outlook is stable.

The affirmation follows SABR's profitable business growth and
increasing capital base. Its absolute capital increased to $30
million as of Sept. 30, 2024 from $17 million as of Dec. 31, 2023,
stemming from solid earnings and a fresh capital injection of $4
million. S&P said, "We expect SABR's capital to remain above $30
million in the next two years. We forecast that the insurer's
capital adequacy will remain at the 99.99% level in 2024-2025,
similar to 2023, thanks to solid profitability, with a return on
equity of 30%-40% and no dividends. As of Oct. 1, 2024, SABR also
had a sufficient regulatory solvency margin at 1.97x. We expect the
company to maintain this at 1.9x-2.2x in 2024-2025."

S&P said, "We apply a negative comparable adjustment notch to our
ratings because of recent rapid growth, and uncertainty about the
insurer's ability to price its insurance portfolio and manage
reserving risks from its new portfolio. We think the very strong
revenue growth of 68% in 2023 and 51% in the first nine months of
2024, along with the expected shift of strategic focus, could bring
volatility to the insurer's earnings and capital adequacy. The
company's intention to diversify its insurance portfolio through
increasing property and voluntary motor hull and inward reinsurance
implies, in our view, a substantial business model transformation
that could lead to more risks and, ultimately, earnings
deterioration.

"Our competitive position assessment continues to reflect SABR's
midsize premium base in absolute terms, its developing franchise,
and intense competition in Kazakhstan's insurance market. With
about Kazakhstan tenge (KZT) 30.4 billion (about $63 million) in
gross premiums written and a market share of 5.7% as of Oct. 1,
2024 (up from 4% in 2023), Sinoasia is the sixth-largest company in
the Kazakhstani property/casualty insurance market.

"We expect SABR's financial risk profile will continue benefiting
from its investment portfolio's credit quality, averaging in the
'BBB' category. The portfolio comprises international bonds from
blue-chip companies and Kazakhstani issuers--mostly sovereign and
quasigovernment bonds--and short-term reverse repurchase agreements
collateralized by Kazakhstani government bonds. We do not expect
material changes to the portfolio in 2024-2025.

"We view SABR as a strategically important subsidiary of BCC. We
think SABR is important to the group's long-term strategy, which
envisages business diversification but also considers insurance
business an essential part of its financial services offering. We
expect BCC will play an increasingly important role in SABR's
distribution network and potentially account for more than half of
the insurer's sales in the next couple of years as BCC and SABR
will use the synergy effects from their strategic cooperation.
Still, the property/casualty insurer only constitutes a small part
of the group when measured by assets (2%) and capital (1%).

"We assume the regulatory framework will continue to prevent an
excessive outflow of capital through dividend payments or material
investments from SABR to support the group. The regulatory
framework includes the Agency of the Republic of Kazakhstan for
Regulation and Development of the Financial Market's constant
oversight of the insurer. Consequently, we can rate SABR up to one
notch higher than the 'bb-' group credit profile to reflect our
view of the insurer as an insulated entity.

"The liquidity ratio--a measure of stressed assets over stressed
liabilities--stood at about 1.5x at year-end 2023 based on our
calculations. We think the insurer will maintain sufficient liquid
funds to meet its liabilities even in a stress scenario.

"The stable outlook indicates that we expect SABR will maintain its
solid capital adequacy and asset quality over the next 12 months,
while expanding and diversifying its business franchise."

S&P could consider a downgrade over the next 12 months if:

-- The insurer's risk profile deteriorates in terms of product and
investment risks, with the average credit quality of invested
assets falling below the 'BBB' category; or

-- S&P observes a significant and sustained deterioration in
SABR's capital below the 99.8% confidence level. This could result
from more aggressive growth, unexpected losses not offset by
capital injections, or substantial dividends.

An upgrade is unlikely in the next 12 months, in S&P's view. Beyond
then, a positive rating action would hinge on successful strategy
implementation, seen with sustainable underwriting results, solid
capital buffers, and no changes in risk appetite.

Any rating action depends on potential constraints from the wider
group's creditworthiness on SABR's financial strength.




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TRANSPORTES AEREOS: Moody's Rates New EUR350MM Unsec. Notes 'Ba3'
-----------------------------------------------------------------
Moody's Ratings assigned a Ba3 rating to the proposed EUR350
million senior unsecured notes of TRANSPORTES AEREOS PORTUGUESES,
S.A. (TAP or the company). All other ratings of TAP are unaffected,
including the Ba3 corporate family rating, the Ba3-PD probability
of default rating and the b1 Baseline Credit Assessment. The
outlook is stable.

Moody's expect the proceeds from the offering to be used to
refinance the existing EUR375 million senior unsecured notes and
EUR76 million bank loans along with cash on balance and pay
transaction costs. The rating on the existing EUR375 million senior
unsecured notes will be withdrawn once repaid in full.

RATINGS RATIONALE

TAP addresses its upcoming refinancing need with the proposed
transaction while its credits metrics will remain broadly
unchanged. As Moody's do not expect a meaningful change in the
company's interest costs but see a risk of an upsize of proposed
notes, the transaction is credit neutral in Moody's view.

After the ratings upgrade in July 2024, TAP disclosed its half-year
results, which generally met Moody's expectations. The company was
able to further increase revenue by 3% in the first half of 2024
compared to the same period in 2023, based on higher number of
passengers and slightly increased yields. However, higher staff
costs from new collective labor agreements as well as one-off staff
costs, lead its profitability, as measured by Moody's adjusted
EBIT-margin, to decrease to 10.5% from 11.5% in LTM June 2024 but
remains structurally higher compared to pre-pandemic from various
measures being taken.

Moody's adjusted Debt/EBITDA is expected to be maintained below
4.0x in the next 12-18 months despite some expected pressure on
yields and the higher staff costs. Its gross leverage compares
favorably to pre-pandemic levels with a Moody's adjusted
Debt/EBITDA of 6.8x in 2019. The lower gross leverage is also
achieved in the context of a much stronger liquidity profile with
TAP holding around EUR1.2 billion of cash on balance sheet at June
2024 versus EUR426 million in 2019.

Beyond the factors discussed above TAP's Ba3 CFR is supported by
the issuer's (1) strategic location in Lisbon with a strong market
share at the capacity constrained Lisbon hub, (2) competitive cost
structure compared to other European network airlines, and (3)
strong market share in European – Brazilian routes with six
exclusive routes to Brazil.

On the other hand, the rating is constrained by TAP's (1) small
size of the operated airline and the concentrated route network if
compared to larger network carriers, (2) volatile and weak
historical operating performance even after the partial
privatization in 2015, (3) low profitability prior to the pandemic
if compared to peers, and (4) negative free cash flow generation
driven by high lease expenses.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook is underpinned by Moody's expectation that TAP
will be able to maintain profitability levels in line with the
recent rating category driven by increasing operating efficiency to
compensate the expected decline in yields and labour cost pressure.
This should enable TAP to maintain a gross debt/EBITDA below 4.0x
and to move towards positive free cash flow generation.

LIQUIDITY

TAP's liquidity is good with EUR1.2 billion of cash on balance
sheet as of June 2024. TAP will receive the third and last cash
injections of EUR343 million in December 2024 from the Portuguese
government. This will further strengthen the liquidity profile of
TAP. TAP's liquidity buffer should be sufficient to stem the high
annual lease payments of around EUR550 million.

STRUCTURAL CONSIDERATIONS

Most of TAP's capital structure is unsecured and ranks pari passu
with its senior unsecured notes. There is approximately EUR100
million of debt that is secured by certain contractual rights.

Moody's treat trade payables as unsecured claims in line with the
senior unsecured notes due to the absence of an all asset pledge
security package for the secured debt instruments. In light of the
relatively low percentage of secured debt in the capital structure,
the rating of the senior unsecured notes is in line with the CFR at
Ba3. The recovery of the corporate family is assumed to be 50%.

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

Positive pressure would build on TAP's rating if its gross
debt/EBITDA would be maintained sustainably below 3.5x, evidence
that the company is capable of sustaining existing margins above
12% Moody's adjusted EBIT in the context of the current high margin
environment and potential risks of increased costs and reduced
yields and would generate consistent positive free cash flow.

On the contrary gross debt/EBITDA of TAP increasing sustainably
above 4.5x, persistent negative free cash flow generation, a
deterioration in the group's liquidity profile,
(FFO+Interest)/Interest reducing towards 3.0x and EBIT margin below
10%, would put negative pressure on the ratings.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

The Government of Portugal is the sole owner of TAP. Whilst the
Government of Portugal has granted material support during the
pandemic (EUR3.2 billion State aid and damage compensation), the
ownership and governance strategy of the Government of Portugal has
not been consistent over time with strategies of privatisation
followed by reinvestment as during the pandemic. Moody's recently
consider a consistent track record under the public ownership.

PRINCIPAL METHODOLOGY

The methodologies used in this rating were Passenger Airlines
published in August 2024.

COMPANY PROFILE

Headquartered in Lisbon, Portugal, TRANSPORTES AEREOS PORTUGUESES,
S.A. (TAP) is a small Portuguese network carrier. TAP has been a
member of the Star Alliance since 2005 and carried close to 16
million passengers and reported close to EUR4.2 billion of revenue
in 2023. As of June 2024, the company's fleet was composed of 99
aircraft, which included 22 Airbus wide-bodies (of which 19 NEOs),
58 Airbus narrow-bodies (of which 35 NEOs) and 19 regional planes
(Embraer). TAP is wholly owned by the Portuguese State.




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CODERE GROUP: Moody's Gives Caa2 CFR Amid Restructuring Completion
------------------------------------------------------------------
Moody's Ratings has assigned a Caa2 corporate family rating and a
Caa2-PD probability of default rating to Codere Group Topco, S.A.
Concurrently, Moody's have withdrawn Codere Luxembourg 2 S.a.r.l.'s
C corporate family rating and C-PD/LD probability of default
rating. Moody's have also withdrawn the Caa1 instrument rating on
the backed bridge super senior secured notes due 2025 issued by
Codere Finance 2 (Luxembourg) S.A. (Codere Finance 2, the bridge
notes), the C instrument rating on the backed super senior secured
notes due 2026 issued by Codere Finance 2 (super senior notes), as
well as the C instrument rating on the backed subordinated PIK
notes due 2027 issued by Codere New Holdco S.A. (subordinated PIK
notes). The instrument rating on the EUR128 million backed senior
secured notes due 2028 (the first-priority notes) issued by Codere
Finance 2 remains unchanged. The outlooks on Codere New Holdco S.A.
and Codere Luxembourg 2 S.a.r.l. were stable, prior to the
withdrawal.  The outlook on Codere Group Topco, S.A. is stable.

The rating action follows Codere's announcement, on October 16,
2024[1], that it has completed its restructuring transaction and
issued its first-priority notes.

Net proceeds from the issuance of those first-priority notes were
used to refinance the interim notes and the bridge notes as well as
for general corporate purposes and fees and expenses related to the
implementation of the restructuring transaction.

Codere's restructuring transaction results in a reduction of close
to 90% of the group's total financial debt because of the
write-downs and cancellations of the senior notes and subordinated
PIK notes and the debt-for-equity swap on the full amount of super
senior notes.

Moody's considered the proposed restructuring transaction as a
distressed exchange, which is an event of default under Moody's
definition, given that the transaction involved a debt-for-equity
swap and debt write-downs and allowed the company to avoid a
default. Moody's had appended the limited default (/LD) designation
to Codere Luxembourg 2 S.a.r.l.'s PDR in May 2023 following the
company's deferral of its interest payments in respect of the super
senior notes and senior notes beyond the initial grace periods.
There is no longer a /LD designation appended to Codere's PDR given
the completion of its restructuring transaction.  

RATINGS RATIONALE

The Caa2 CFR reflects the company's improved capital structure
post-restructuring, but also its weak liquidity and negative cash
flow generation as well as the delays in financial reporting.

Following the transaction, the financial debt remaining on Codere's
balance sheet is in the range of EUR190 million to EUR200 million
excluding leases liabilities, mainly composed of the EUR128 million
new first-priority notes and financial debt located in operating
subsidiaries.

As a result, Moody's expect Codere's Moody's-adjusted leverage
(calculated as Moody's-adjusted gross debt to EBITDA post-IFRS 16)
to decrease from Moody's estimate of above 11x in 2023 (2023
audited accounts are not available yet) to around 3x in 2024.

Despite the lower debt burden and the additional liquidity provided
to the company as part of the restructuring transaction, Moody's
expect Codere's liquidity to remain weak even after completion of
its restructuring transaction. Moody's expect Codere to generate
negative free cash flow (FCF) owing to its high capital spending
requirements at a time when EBITDA recovery is still uncertain. As
a result, if the company is unable to significantly improve its
EBITDA and cash flow generation in the next two years, there will
be continued risk of a covenant breach and liquidity shortfall. The
group's ability to breakeven in terms of FCF in the next two years
will depend on the pace of recovery in earnings but also on the
timing of the payment of the Italian licenses renewal cost, both of
which are uncertain.

Codere's credit quality is also constrained by compliance and
reporting risks, with notably a lack of timeliness in reporting its
audited accounts for 2023 due to a change in auditor at the end of
2023. Moody's expect the company's audited accounts to be delivered
in Q4 2024. In October 2023, Codere announced that Ernst & Young's
("EY"), its auditor at the time, decided to discontinue being the
auditor for Codere due to alleged corporate governance failings by
certain group's subsidiaries, and PKF Attest was appointed as new
auditor for the group.

LIQUIDITY

Codere's liquidity is weak because Moody's expect the company to
continue to generate sizably negative FCF in the next 12-18 months.
Codere's cash balance was EUR107 million as of December 2023 (EUR95
million in the end of June 2024, unaudited figures), of which
around EUR66 million (close to EUR55 million in the end of June
2024) corresponds to retail activities.

As part of the restructuring transaction, Codere received EUR20
million of additional liquidity via the issuance of the new bridge
notes in the end of Q2 this year, and an additional amount of
around EUR40 million at completion of the restructuring transaction
following of the issuance of the EUR128 million first-priority
notes. However, because Moody's expect negative free cash flow,
there is a risk of liquidity shortfall and covenant breach in the
next two years depending on the group's pace of recovery in EBITDA
and the timing of the payment of the Italian licenses renewal
cost.

Given the uncommitted nature of its capital expenditures, Codere
has some flexibility to reduce investments which would partially
offset short-term liquidity issues. Moody's also note there are
some risks of potential additional liquidity needs associated with
the tax claim from the Mexican tax authority for which the company
has already provisioned an amount of around EUR60 million. However,
there is modest risk of a negative impact on cash flow in the short
term, given that the ultimate conclusion of the associated legal
process is not expected before the end of 2025.

Codere is subject to a liquidity covenant, tested quarterly,
requiring that it maintains EUR40 million of cash in its retail
operations (excluding the cash in the online division that is
restricted).

Codere's next significant debt maturity is the first-priority notes
maturity in December 2028.

ESG CONSIDERATIONS

Moody's consider the company's governance to be a key driver for
the rating action. Codere's governance score of G-5 is linked to
the company's financial policy and the weak management track record
given its regular liquidity issues leading to serial defaults, as
well as compliance and reporting issues associated with the change
in auditor and the delay in reporting its annual audited accounts
for 2023. However, Moody's positively note the material debt
reduction associated with the restructuring transaction, which will
reduce leverage from Moody's estimate of above 11x in 2023 (2023
audited accounts are not available yet) to around 3x in 2024.

STRUCTURAL CONSIDERATIONS

Codere's PDR is in line with the CFR, reflecting Moody's assumption
of a 50% recovery rate, as is customary for capital structures that
include bonds and bank debt. The first-priority notes rating is in
line with the CFR.

RATIONALE FOR STABLE OUTLOOK

The stable outlook on the ratings reflects the potential for
recovery in operating performance and credit metrics and the
additional liquidity provided to the company as part of the
recently completed restructuring, balanced by the group's still
weak liquidity and sizably negative FCF.

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

Upward pressure on the ratings could arise if the company's
performance recovers sustainably such that the risk of a liquidity
shortfall and covenant breach reduces significantly. Upward
pressure on the ratings would require that Moody's assessment of
recovery for the group's debt holders in case of another
restructuring is commensurate with a higher CFR.

The ratings could be downgraded if the company's performance fails
to recover significantly or if continued negative FCF increases the
potential for a liquidity shortfall, covenant breach and debt
restructuring with the estimated degree of recovery below levels
commensurate with a Caa2 rating.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Founded in 1980 and headquartered in Madrid, Spain, Codere is an
international gaming operator. The company is present in seven
countries where it has market-leading positions: Spain and Italy in
Europe; and Mexico, Argentina, Uruguay, Panama and Colombia in
Latin America. In 2023, the company reported preliminary
non-audited consolidated revenue of around EUR1.4 billion and
preliminary non-audited consolidated company-adjusted EBITDA of
EUR205.7 million.

Codere's ultimate ownership is composed of former note holders and
first-priority notes holders.


JOYE MEDIA: S&P Affirms 'B-' ICR & Alters Outlook to Positive
-------------------------------------------------------------
S&P Global Ratings revised its outlook on Spain-based Joye Media
SLU to positive from stable, and assigned its 'B-' issue rating to
the new EUR525 million TLB, reflecting its expectation of
meaningful recovery prospects (50%-70%; rounded estimate: 65%) in
the event of a default.

The positive outlook reflects S&P's expectation that free operating
cash flow (FOCF) after leases will turn structurally positive from
2025 and adjusted debt to EBITDA will remain substantially below
5.0x, supported by the company's projected growth in the
audiovisual and content divisions and its diversification away from
the sports rights business segments, which mainly depends on the
LaLiga International contract.

Joye Media issued a EUR525 million TLB to refinance its capital
structure and reduce interest expenses.  The proceeds from the new
term loan, due in 2029, have been used to reimburse the outstanding
EUR495 million TLA, due in 2027, that the company issued in July
2022 after the financial restructuring. The TLB will pay an
interest of EURIBOR (E)+5.75%, compared with E+7.50% on the TLA.
This will enable the company to save over EUR10 million in annual
interest payments and strengthen its cash flow generation.

S&P said, "We expect S&P Global Ratings-adjusted debt to EBITDA of
4.3x in 2024 and structurally positive FOCF after leases from 2025.
In our view, Joye Media's adjusted debt to EBITDA will
progressively decline to 4.0x in 2026, from 4.3x in 2024 and 4.2x
in 2023, spurred by moderate business growth. The refinancing
implies a EUR30 million increase in financial debt that will
strengthen the company's liquidity position. Joye Media's current
adjusted debt is about half the amount it was between 2018 and
2021. This is because the company reimbursed a significant amount
of debt as part of its financial restructuring, which included a
EUR620 million equity injection from shareholders.

"We estimate the company's FOCF after leases will be negative in
2024, before turning structurally positive from 2025. FOCF in 2024
will be eroded by working capital outflows of about EUR45 million,
mostly related to the advancement of content costs, and the
discount offered to La Liga as part of the renewed agency contract.
From 2025, we expect annual interest savings of over EUR10 million,
about EUR15 million in lower one-offs, and neutral-to-moderately
positive working capital inflows, which should lead to FOCF after
leases above EUR40 million per year. The company reported very high
one-off payments of EUR27 million in 2023 and EUR22 million in
2022. These mainly resulted from a one-off cash settlement to Joye
Media founder Mr. Jaume Roures in 2023 and advisory expenses
related the debt restructuring in 2022. We therefore expect one-off
costs will decline from 2024, which will support cash flow
generation.

"First-half 2024 was weak, but we project adjusted EBITDA of EUR145
million-EUR155 million in 2024-2026 as the company focuses on
audiovisual and content divisions.  Joye Media reported revenue of
EUR1,263 million in 2023, an increase of 4.5% from 2022, and
adjusted EBITDA of EUR140 million, a decrease of 9% from 2022. The
decline in EBITDA resulted from higher capitalized development
costs--which we treat as operating costs, in line with our
criteria--EUR27 million in one-off costs mostly related to the
payment to Mr. Roures, and slightly lower reported EBITDA from the
content division, which had an exceptionally good year in 2022.

"Revenue was behind budget at 7.5% for the first semester of 2024
while company-reported EBITDA also underperformed expectations at
26.4%, with both measures being down from the same period in 2023.
However, this was mainly due to content production and innovation
project timing imbalances. We forecast that EBITDA will catch up in
the second half of 2024, with adjusted EBITDA at around EUR145
million at year end. As such, we project adjusted EBITDA will
increase moderately toward EUR160 million by 2026. EBITDA growth
will benefit from a decline in one-off expenses and moderate growth
in the audiovisual, content, and innovation business lines. This
will more than offset the decline in the sports rights division,
which suffers from lower fees related to the new agency contract
with La Liga that was recently renewed until the 2028-2029 season.
Even at lower fees, we view this renewal as credit positive as it
improves revenue and cash flow visibility over the medium term. We
estimate this single contract will account for about EUR30
million-EUR40 million in annual EBITDA and benefit from strong cash
conversion."

Joye Media's scale has decreased since the COVID-19 pandemic but
the business is more stable as dependence on the single-contract
sports rights business reduced significantly.  Joye Media's
adjusted EBITDA reduced by 30%-40% between 2018-2019 and 2023. This
decline is mostly due to the contraction of the sports rights
business, which resulted from the expiration of the domestic
Spanish La Liga broadcasting rights in 2019, the abrupt ending of
the French League contract that was supposed to replace it in 2020,
and lower commissions from the La Liga international agency from
the 2024-2025 season. Despite the company's smaller size, S&P views
positively that Joye Media's business mix is now significantly more
diversified than in 2018-2019, when the sports rights division
generated more than half of EBITDA.

S&P said, "Conversely, we expect the audiovisual, studio, and
innovation segments will generate more than 80% of reported EBITDA
by 2026, excluding negative contributions from holding companies.
We consider these business lines have good growth prospects and are
more stable than the sports rights business as they are
significantly less exposed to single-contract renewal risks. We
also note that the contract for La Liga's international rights is a
pure agency contract. This stands in stark contrast to previous
sports rights contracts, which implied significant capital
commitments and balance-sheet risk.

"We understand that Southwind Media Holdings Ltd. Hong Kong
(Southwind) controls the business following the debt restructuring
in 2022.  Southwind, which injected EUR620 million in equity in
June 2022, is an investment firm linked to Mr. Hao Tang that was
previously a minority investor through Kunshan Technology
Investment Ltd. The capital increase made Southwind the controlling
shareholder of Joye Media, with 70% of the shares, while diluting
the stakes of other shareholders. These include private-equity fund
Kunshan Technology, a concerted party with Southwind, whose equity
participation declined to 10.5%; advertising group WPP PLC, whose
participation decreased to 9.5%; and the two Joye Media founders,
Mr. Josep Maria Benet and Mr. Roures, whose participation reduced
to 5.0% each. Southwind bought Mr. Roures' 5.0% stake in 2023,
increasing its stake to 75%, but effectively owning 85% of the
company alongside Kushan Technology's stake. We understand that
Southwind's financial policy will be in line with that of the
previous controlling shareholder. As such, we continue assessing
Joye Media's financial policy as FS-6, which has no additional
impact on the rating."

Outlook

S&P said, "The positive outlook reflects our expectation that FOCF
after leases should turn structurally positive from 2025, while S&P
Global Ratings-adjusted debt to EBITDA will remain substantially
below 5.0x, supported by the company's projected growth in the
audiovisual and content divisions, diversifying away from the
sports rights business segments, which mainly depends on LaLiga
International contract."

Downside scenario

S&P could revise the outlook to stable if:

-- Joye Media does not meet our base case and experiences a drop
in revenue and profitability, from underperformance in its content
and innovation business segments or from the loss of significant
sports contracts.

-- FOCF after lease-related payments remains negative in 2025, due
to weaker operating performance or higher one-offs.

Upside scenario

S&P could upgrade the company if:

-- The group demonstrates a track record of structurally positive
FOCF after leases;

-- Revenue and EBITDA are in line or ahead of our base-case
forecast, on the back of growth in the company's other segments
aside from the sports rights division and limited one-off expenses;
and

-- The company maintains adequate liquidity, on the back of an
ample cash reserve or new revolving credit facilities (RCFs).

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Joye Media. We
believe the company has shown a track record of reducing
outstanding litigation, strengthening its risk controls and
processes, improving the quality of its reporting, and reducing its
exposure to the sports rights business. These improvements come
after various historical management and governance missteps,
aggravated by the COVID pandemic, that we think resulted in
reputational and financial losses and, ultimately, triggered the
financial restructuring in 2022."

Over 2019-2021, Joye Media was involved in various litigation, such
as the one with Serie A and Ligue 1, that resulted in significant
penalties and litigation. In 2015, the company, including former
employees and members of senior management, was involved in
criminal misconduct and corruption in the U.S. Additionally, Joye
Media released 2020 and 2021 audited accounts with significant
delays and auditors issued a qualified opinion due to the
classification of short- and long-term debt and financial expenses
that S&P expects will not be carried forward in 2024.




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S W E D E N
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QUIMPER AB: Moody's Affirms B1 CFR & Rates Amended Sec. Loans B1
----------------------------------------------------------------
Moody's Ratings has affirmed the B1 corporate family rating and the
B1-PD probability of default rating of Quimper AB (Ahlsell or the
company) following the proposed amend and extend transaction of its
credit facilities. Concurrently, Moody's have assigned B1 ratings
to the proposed amended and extended senior secured term loan B
(TLB) due March 2030 and senior secured revolving credit facility
(RCF) due September 2029 issued by Quimper AB. Upon the completion
of the transaction, Moody's expect to withdraw the ratings on the
existing senior secured first lien TLBs due 2026 and RCF due 2025.
The outlook on Ahlsell remains stable.

RATINGS RATIONALE

The rating affirmation positively recognizes Ahlsell addressing the
refinancing risk related to its outstanding TLBs totaling EUR1.8
billion which mature in February 2026. These loans will be
refinanced by the amended TLB totaling around EUR2.1 billion, due
in March 2030. Ahlsell intends to use the incremental proceeds from
the new debt mainly to fund acquisitions or pay dividends, or a
combination of both.

On a pro-forma basis and conservatively assuming that incremental
debt will be used for dividend distributions, Ahlsell's
Moody's-adjusted gross debt/EBITDA will increase to around 4.9x
from 4.1x for 12 months that ended September 2024. However, the pro
forma leverage will remain in line with Moody's expectations for
its B1 rating; in the context of fairly challenging operating
conditions in the underlying customer segments in Europe.

Ahlsell's robust operating performance in the current cyclical
downturn is stronger than most of competitors within distribution
Moody's rate and supports its B1 CFR. Owing to its products
offering and cost control initiatives, it has managed to prevent a
meaningful deterioration of its margins and operating cash flow and
has maintained leverage at a fairly low level for its B1 rating.

Ahlsell's B1 CFR incorporates Moody's assumption that the company
will maintain financial discipline in managing its shareholder
distributions and its growth in the still rather fragmented
addressable market in Nordic countries, potentially also expanding
outside of the region. However, Moody's do not expect that an
acceleration in external growth will result in Ahlsell's
Moody's-adjusted debt/EBITDA falling below 4x, nor do Moody's
anticipate it rising above 5.0x.

Moody's expect Ahlsell's earnings to decrease to around SEK5.7
billion in 2024, from SEK5.9 billion for the 12 months that ended
September 2024 and SEK6.2 billion in 2023. Moody's forecast a
gradual recovery in construction activity in key countries will
lead to Moody's-adjusted EBITDA of around SEK6.1 billion in 2025
and SEK6.2 billion in 2026. This improvement in earnings is
expected to drive an increase in profitability with
Moody's-adjusted EBITA of 9.8% in 2025 and 10.0% in 2026, up from
9.5% as of the 12 months that ended September 2024.

RATIONALE OF THE OUTLOOK

The stable outlook is supported by Moody's assumption of recovery
in Ahlsell's revenues and earnings from 2025. Additionally, the
stable outlook also reflects Ahlsell will maintain its EBITA margin
between 9%-10%, its gross debt/EBITDA broadly around 4.5x and its
EBITA interest coverage between 2.5x and 3.0x, all on
Moody's-adjusted basis in the next 12-18 months. The outlook
conservatively assumes that incremental debt will be used for
dividends instead of EBITDA accretive M&A.

ESG CONSIDERATIONS

Governance considerations were among the primary drivers of this
rating action, reflecting the fact that Ahlsell has addressed its
refinancing risk in a timely manner while keeping its leverage well
in line with Moody's expectation for its current rating through the
contemplated transaction.

LIQUIDITY

Pro-forma for the proposed amend and extend transaction, Moody's
expect Ahlsell to maintain a good liquidity over the next 12-18
months, underpinned by a high cash level which Moody's expect to
remain above SEK6 billion and access to a SEK2.5 billion committed
RCF which Moody's expect to remain fully undrawn. The RCF's
maturity will be extended to September 2029 from August 2025 as
part of the refinancing transaction.

The starting cash balance (SEK4.3 billion as of September 2024)
together with internal cash generation and proceeds from the TLB
upsize can comfortably cover working capital swings, capital
expenditure needs (including lease principal repayments), and
discretionary cash outflows for dividend distributions,
acquisitions, or a combination of both, over the next 12-18
months.

Upon the execution of the transaction, Ahlsell will have no
significant debt maturities prior to March 2030, when the amended
TLB comes due. In addition, Moody's expect the company to maintain
ample capacity under the springing covenant applicable to its RCF,
set at 9.0x senior secured net leverage, to be tested only when RCF
is drawn more than 40%.

STRUCTURAL CONSIDERATIONS

After the refinancing, Ahlsell's capital structure will include a
EUR2.1 billion senior secured TLB due in March 2030 and a SEK2.5
billion senior secured RCF due in September 2029. The B1 ratings of
the TLB and RCF are aligned with the CFR. The company's PDR of
B1-PD also remains in line with its CFR, reflecting Moody's
standard assumption of 50% family recovery rate.

Both TLB and RCF are guaranteed by the group's operating
subsidiaries representing at least 80% of consolidated EBITDA, but
their security package is limited to share pledges, intragroup
receivables, and bank accounts. Hence, in Moody's loss given
default (LGD) waterfall, they rank pari passu with unsecured trade
payables, pension obligations and short-term lease liabilities at
the level of the operating entities.

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

Upward rating pressure could occur if:

The operating margin remains in the high single digits in
percentage terms or above

Debt/EBITDA declines below 4.0x on a sustained basis

Liquidity remains good

The company demonstrates a conservative financial policy,
illustrated by no excessive profit distributions to shareholders or
larger debt-funded acquisitions

Downward rating pressure could occur if:

The operating margin declines toward the mid-single-digit range in
percentage terms

Ahlsell's operating performance weakens, such that its
Moody's-adjusted debt/EBITDA rises above 5.25x on a sustained
basis

EBITA/interest declines sustainably towards 2.0x

Liquidity deteriorates

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Distribution
and Supply Chain Services published in February 2023.

CORPORATE PROFILE

Headquartered in Stockholm, Sweden, Ahlsell is a pan-Nordic
distributor of installation products providing professional users
with a wide assortment of goods and services in the heating,
ventilation and air conditioning (HVAC); electrical; and tools and
supplies segments. In the last 12 months that ended September 2024,
Ahlsell generated around SEK50 billion revenues and SEK6 billion
company-reported EBITDA (post IFRS-16). The company is owned by
funds affiliated with the private equity firm CVC Capital
Partners.




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

DOWSON PLC 2024-1: Moody's Assigns B1 Rating to GBP22.75MM E Notes
------------------------------------------------------------------
Moody's Ratings has assigned the following definitive ratings to
Notes to be issued by Dowson 2024-1 PLC:

GBP227.5M Class A Floating Rate Loan Note due August 2031,
Definitive Rating Assigned Aaa (sf)

GBP35M Class B Floating Rate Loan Note due August 2031, Definitive
Rating Assigned Aa2 (sf)

GBP24.5M Class C Floating Rate Loan Note due August 2031
Definitive Rating Assigned A3 (sf)

GBP14M Class D Floating Rate Loan Note due August 2031, Definitive
Rating Assigned Baa3 (sf)

GBP22.75M Class E Floating Rate Loan Note due August 2031,
Definitive Rating Assigned B1 (sf)

GB26.25M Class F Floating Rate Loan Note due August 2031,
Definitive Rating Assigned Caa3 (sf)

GBP17.5M Class X Floating Rate Loan Note due August 2031,
Definitive Rating Assigned Ba1 (sf)

Improved margins from provisional to definitive ratings have
resulted in a higher definitive rating for Class X. This was driven
by increased excess spread.

RATINGS RATIONALE

The Notes are backed by a static pool of United Kingdom auto
finance contracts originated by Oodle Financial Services Limited
("Oodle", NR). This represents the seventh issuance sponsored by
Oodle. The originator also acts as the servicer of the portfolio
during the life of the transaction.

The portfolio of auto finance contracts backing the Notes consists
of Hire Purchase ("HP") agreements granted to individuals resident
in the United Kingdom. Hire Purchase agreements are a form of
secured financing without the option to hand the car back at
maturity. Therefore, there is no explicit residual value risk in
the transaction. Under the terms of the HP agreements, the
originator retains legal title to the vehicles until the borrower
has made all scheduled payments required under the contract.

The portfolio of assets amount to approximately GBP350 million as
of September 24, 2024 pool cut-off date. The portfolio consisted of
42k agreements originated over the past 5 years and predominantly
made of used 99.9% vehicles distributed through national and
regional dealers as well as brokers. It has a weighted average
seasoning of 12.13 months. The pool contains approximately 13% of
loans originated in the Dowson 2021-2 Plc.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

The transaction's main credit strengths are the significant excess
spread, the static and granular nature of the portfolio, and
counterparty support through the back-up servicer (Lenvi Servicing
Limited (NR)), interest rate hedge provider (BNP Paribas (Aa3(cr)/
P-1(cr)) and independent cash manager (Citibank N.A., London Branch
(Aa3(cr)/ P-1(cr)). The structure contains specific cash reserves
for each asset-backed tranche which cumulatively equal 1.65% of the
pool and amortise in line with the Notes. Each tranche reserve is
purely available to cover liquidity shortfalls related to the
relevant Note throughout the life of the transaction and can serve
as credit enhancement following the tranche's repayment. The Class
A reserve provides approximately 3 months of liquidity at the
beginning of the transaction. The portfolio has an initial yield of
20.2% (excluding fees). Available excess spread can be trapped to
cover defaults and losses, as well as to replenish the tranche
reserves to their target level through the waterfall mechanism
present in the structure.

Moody's determined the portfolio lifetime expected defaults of 20%,
expected recoveries of 30% and portfolio credit enhancement ("PCE")
of 40% related to borrower receivables. The expected defaults and
recoveries capture Moody's expectations of performance considering
the current economic outlook, while the PCE captures the loss
Moody's expect the portfolio to suffer in the event of a severe
recession scenario. Expected defaults and PCE are parameters used
by us to calibrate its lognormal portfolio loss distribution curve
and to associate a probability with each potential future loss
scenario in its ABSROM cash flow model.

Portfolio expected defaults of 20% is higher than the UK auto
transactions and is based on Moody's assessment of the lifetime
expectation for the pool taking into account: (i) the higher
average risk of the borrowers, (ii) historic performance of the
book of the originator, (iii) benchmark transactions, and (iv)
other qualitative considerations.

Portfolio expected recoveries of 30% is in line with the UK auto
transaction average and is based on Moody's assessment of the
lifetime expectation for the pool taking into account: (i) historic
performance of the originator's book, (ii) benchmark transactions,
and (iii) other qualitative considerations.

PCE of 40% is higher than the EMEA Auto ABS average and is based on
Moody's assessment of the pool which is mainly driven by: (i) the
relative ranking to originator peers in the UK market, and (ii) the
weighted average current loan-to-value of 95.7% which is worse than
the sector average. The PCE level of 40% results in an implied
coefficient of variation ("CoV") of 25.4%.

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
August 2024.

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

Factors that would lead to an upgrade of the ratings of Class B - X
Notes include significantly better than expected performance of the
pool together with an increase in credit enhancement of Notes.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of (a) servicing or cash management interruptions and (b) the risk
of increased swap linkage due to a downgrade of swap counterparty
ratings; and (ii) economic conditions being worse than forecast
resulting in higher arrears and losses.


HARBOUR NO. 2: S&P Assigns CCC(sf) Rating on Class X-Dfrd Notes
---------------------------------------------------------------
S&P Global Ratings assigned ratings to Harbour No.2 PLC's class A1,
A2, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and X-Dfrd notes. The
issuer also issued unrated class Z and R notes, and unrated X1, X2,
and Y certificates.

The portfolio for Harbour No.2 PLC contains GBP366 million
first-lien residential mortgage loans located in the U.K.

The portfolio is a refinancing of Harbour No.1 PLC which we rate
and contains three distinct subpools: MORAG, serviced by Topaz
Finance Ltd., accounts for 29% of the portfolio; WALL, serviced by
Intrum Mortgages UK Finance Ltd., accounts for 31%; and MAQ,
serviced by Pepper (UK) Ltd., accounts for 40%.

The pool comprises 5.9% buy-to-let (BTL) loans and 94.1%
owner-occupied properties.

The pool is well-seasoned, with a weighted-average seasoning of
over 17 years. In S&P's view, more-seasoned performing loans
exhibit lower risk profiles than less-seasoned loans.

The transaction features a nonamortizing general reserve, which was
fully funded at closing and provides credit enhancement and
liquidity for the collateralized notes to meet revenue shortfalls.
The transaction can also use principal receipts to pay senior fees
and interest on the notes.

The transaction also features an amortizing liquidity reserve fund
to provide liquidity to the class A1 and A2 notes and to pay senior
fees and X1 and X2 certificates.

The ratings assigned to the class A1 and A2 notes address ultimate
principal and full and timely interest payments. S&P's ratings on
the class B-Dfrd to F-Dfrd notes address the payment of ultimate
principal and interest.

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

  Class       Rating    Class size (%)

  A1          AA (sf)     64.08
  
  A2          AA (sf)      3.37

  B-Dfrd*     A (sf)       7.40

  C-Dfrd*     BBB (sf)     6.95

  D-Dfrd*     B- (sf)      5.10

  E-Dfrd*     CCC+ (sf)    3.20

  F-Dfrd*     CCC (sf)     4.15

  Z           NR           5.75

  R           NR           1.59

  X-Dfrd      CCC (sf)     1.50

  X1 Certs    NR            N/A

  X2 Certs    NR            N/A

  Y Certs     NR            N/A

*S&P's rating on this class considers the potential deferral of
interest payments.
NR--Not rated.
N/A--Not applicable.


INVERNESS THISTLE: BDO LLP Named as Joint Administrators
--------------------------------------------------------
Inverness Thistle and Caledonian F.C. Limited was placed in
administration proceedings in the Court of Session, Court Number:
P962 of 2024, and James Stephen and Malcolm Cohen and Shane Crooks
of BDO LLP were appointed as administrators on Oct. 22, 2024.  

Inverness Thistle was a football club playing in the city of
Inverness in northern Scotland.

Its registered office is at Caledonian Stadium, Stadium Road,
Inverness, IV1 1FF to be changed to c/o BDO LLP, 2 Atlantic Square,
31 York Street, Glasgow, G2 8NJ.  Its principal trading address is
at  Caledonian Stadium, Stadium Road, Inverness, IV1 1FF.

The joint administrators can be reached at:

             James Stephen
             BDO LLP
             2 Atlantic Square
             31 York Street
             Glasgow, G2 8NJ

             -- and --

             Malcolm Cohen
             Shane Crooks
             BDO LLP
             55 Baker Street, London
             W1U 7EU

Further Details Contact:

             The Joint Administrators
             Email: BRCMTNorthandScotland@bdo.co.uk
             Tel: +44 151 237 4437

Alternative contact: Owen Casey


KINGFISHER UNA: Grant Thornton Named as Joint Administrators
------------------------------------------------------------
Kingfisher Una Resort Limited was placed in administration
proceedings in the High Court Of Justice, Business & Property
Courts Bristol, Court Number: 000110 of 2024, and Alistair Wardell
and Richard J Lewis of Grant Thornton UK LLP were appointed as
joint administrators on Oct. 24, 2024.  

Kingfisher Una engages in the buying and selling of own real
estate.  

Its registered office is at c/o Grant Thornton UK LLP, 11th Floor,
Landmark St Peter's Square, 1 Oxford St, Manchester, M1 4PB.  Its
principal trading address is at Una St Ives, Carbis Bay, Cornwall,
TR26 3HW.

The joint administrators can be reached at:

          Alistair Wardell
          Grant Thornton UK LLP
          6th Floor, 3 Callaghan Square
          Cardiff, CF10 5BT
          Tel No: 029 2023 5591

          -- and --

          Richard J Lewis
          Grant Thornton UK LLP
          2 Glass Wharf, Temple Quay
          Bristol, BS2 0EL
          Tel No: 0117 305 7600

For further information, contact:

           CMU Support
           Grant Thornton UK LLP
           2 Glass Wharf, Temple Quay
           Bristol, BS2 0EL
           E-mail: cmusupport@uk.gt.com
           Tel No: 0161 953 6906


SERT WORKFORCE: Leonard Curtis Named as Joint Administrators
------------------------------------------------------------
Sert Workforce Solutions Limited was placed in administration
proceedings in the High Court of Justice Business and Property
Courts of England and Wales, Insolvency & Companies List (ChD),
Court Number: CR-2024-005823, and Michael Robert Fortune and Carl
Derek Faulds of Leonard Curtis were appointed as administrators on
Oct. 17, 2024.  

Sert Workforce engages in contract and permanent recruitment in
defence, education and green technology industries.

Its registered office is at 1580 Parkway, Solent Business Park,
Whiteley, Fareham, Hampshire, PO15 7AG.  Its principal trading
address is at 3500 Parkway, Whiteley, Fareham, Hampshire, PO15
7AL.

The joint administrators can be reached at:

            Michael Robert Fortune
            Carl Derek Faulds
            Leonard Curtis
            1580 Parkway
            Solent Business Park
            Whiteley, Fareham
            Hampshire PO15 7AG

For further details, contact:

            The Joint Administrators
            Email: creditors.south@leonardcurtis.co.uk

Alternative contact: David Manning


STRUDEL LIMITED: Begbies Traynor Named as Joint Administrators
--------------------------------------------------------------
Strudel Limited was placed in administration proceedings in the
High Court of Justice Business and Property Courts in Manchester
Insolvency and Companies List (ChD), Court Number:
CR-2024-MAN-001308, and Jason Dean Greenhalgh and Mark Weekes of
Begbies Traynor (Central) LLP were appointed as administrators on
Oct. 21, 2024.  

Strudel Limited is a licensed restaurant.

Its registered office is at Glebe Business Park, Lunts Heath Road,
Widnes, Cheshire, WA8 5SQ.

The joint administrators can be reached at:

            Jason Dean Greenhalgh
            Mark Weekes
            Begbies Traynor (Central) LLP
            No 1 Old Hall Street
            Liverpool L3 9HF

For further details, contact:

              Warren Seals
              Begbies Traynor (Central) LLP
              Tel No: 0151 227 4010
              Email: Warren.Seals@btguk.com


THAMES WATER: S&P Lowers Class A Debt Rating to 'CC', Outlook Neg.
------------------------------------------------------------------
S&P Global Ratings lowered its issue-level ratings on Thames Water
Utilities Finance PLC's class A debt to 'CC' from 'CCC+' and class
B debt to 'C' from 'CCC-'. S&P also lowered its recovery
expectation on the class A debt, reflecting the potential
introduction of additional super senior debt.

The negative outlooks on the issue-level ratings reflect that, if
the proposed transaction that S&P characterize as distressed debt
restructuring were to occur, it would lower the ratings to 'D'.

On Oct. 25, 2024, Thames Water announced a proposed liquidity
extension transaction that S&P considers a distressed restructuring
of the existing class A and class B debt.

S&P considers the proposed liquidity extension transaction a
distressed debt restructuring for Thames Water's class A and class
B debt. On Oct. 25, 2024, Thames Water announced a proposed
liquidity extension transaction with related Security Trust and
Intercreditor Deed (STID) proposals. The proposed transaction
includes changes that would mean investors receive less value than
promised in the original class A and class B notes without adequate
offsetting compensation. Changes include:

-- New funding of up to GBP3 billion that would rank super senior
to existing debt, and hence reduce the payment priority of the
existing class A and class B debt; and

-- Extending the maturity for all class A and class B debt,
including amortizing payments, by two years.

S&P said, "We do not consider the non-cash consent fee--neither the
0.75% early bird rate, nor the 0.5% rate--adequate compensation to
the loss of value for investors compared to what was promised in
the original bond.

"In our view, the company's financing structure no longer provides
additional protections to its class A creditors during the
Standstill Period. The STID proposal includes the release of cash
from the reserve accounts, which was reserved to cover at least 12
months of interest and operating cash flow needs during the
Standstill Period--a key feature of structural enhancement for the
class A debt. We believe the proposed maturity extension for both
classes of debt means any structural enhancement no longer reduces
the risk of default for class A debt during the Standstill Period.
We therefore removed one notch of uplift from the stand-alone
credit profile (SACP) on the class A debt.

"The negative outlooks on both classes of Thames' debt reflect
that, if the proposed transaction that we characterize as
distressed debt restructuring were to occur, we would lower the
issue-level ratings to 'D'."

S&P could downgrade the debt if Thames Water:

-- Misses any principal or interest payments; or

-- Implements the proposed distressed debt restructuring.

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

"We assess Thames Water's liquidity as weak. Thames Water has
stated that, as of Oct. 25, the group has available cash of GBP0.5
billion, which excludes GBP0.5 billion of reserved cash.

"We have lowered our recovery expectation on the class A debt to
'3' from '2', reflecting the potential introduction of additional
super senior debt."



                           *********


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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