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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 15, 2024, Vol. 25, No. 230

                           Headlines



F R A N C E

ROQUETTE FRERES: S&P Assigns 'BB+' Rating on New Hybrid Securities


G E R M A N Y

REVOCAR 2021-2: Fitch Affirms 'BBsf' Rating on Class D Notes


I R E L A N D

CONTEGO CLO XI: S&P Assigns Prelim. B-(sf) Rating on F-R Notes


I T A L Y

AUTO ABS ITALIAN 2024-2: Fitch Assigns BB+(EXP) Rating on E Notes


N E T H E R L A N D S

PEER HOLDING III: S&P Rates Proposed EUR1BB Term Loan B Add-On 'BB'
PRECISE MIDCO: Moody's Upgrades CFR to B2, Outlook Remains Stable


U N I T E D   K I N G D O M

ADVATEK (UK): Begbies Traynor Named as Joint Administrators
AMBER HOLDCO: S&P Assigns 'BB-' Long-Term ICR, Outlook Stable
CITADEL PLC 2024-1: Moody's Gives Ba3 Rating to GBP14.42MM F Notes
DAISOL LIMITED: Opus Restructuring Named as Joint Administrators
DRAX CORPORATE: S&P Affirms 'BB+' Rating on EUR494MM Debt

E S E GROUP: KBL Advisory Named as Joint Administrators
GLOBAL AUTO: S&P Affirms 'B+' ICR  & Alters Outlook to Negative
GREAT HALL 2007-2: S&P Affirms 'BB+' Ratings on Class Ea/Eb Notes
IHS HOLDING: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
LOLA POST: Begbies Traynor Named as Joint Administrators

LYJON CO: Opus Restructuring Named as Joint Administrators
MBU CAPITAL: Begbies Traynor Named as Joint Administrators
MCGREGOR LOGISTICS: Forvis Mazars Named as Joint Administrators
MEDAZUR MEDICAL: FRP Advisory Named as Administrator
OCS PARCO: S&P Assigns Prelim. 'B' Long-Term ICR, Outlook Stable

SOPHOS INTERMEDIATE I: Fitch Alters Outlook on 'B' IDR to Stable
SQIB LIMITED: Begbies Traynor Named as Joint Administrators
TOTAL HOMES: Quantuma Advisory Named as Joint Administrators
WEALTHTEK LIMITED: BDO LLP Named as Administrator

                           - - - - -


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F R A N C E
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ROQUETTE FRERES: S&P Assigns 'BB+' Rating on New Hybrid Securities
------------------------------------------------------------------
S&P Global Ratings assigned its 'BBB' long-term issue rating to the
benchmark-size seven-year senior unsecured notes Roquette Freres
(Roquette; BBB/Negative/A-2) plans to issue. At the same time, S&P
assigned its 'BB+' issue rating to Roquette's proposed EUR600
million perpetual deeply subordinated hybrid securities.

Roquette will use the proceeds from both instruments to refinance
part of the EUR2.6 billion-equivalent (U.S. dollar denominated)
bridge facility, maturing March 18 2026, it secured to pre-fund the
acquisition of the pharmaceutical solutions business of
International Flavors & Fragrances Inc. (BBB-/Negative/A-3). The
transaction is expected to close at the beginning of second-quarter
2025.

This would therefore help further improve the average debt maturity
profile of Roquette's capital structure once the acquisition
closes. S&P bases its opinion on Roquette's success refinancing
EUR600 million-equivalent amounts from the bridge facility in
second-quarter 2024 through an equivalent five-year syndicated term
loan split in two tranches (EUR275 million and $350 million).

The 'BBB' issue rating on the proposed senior unsecured notes is in
line with the issuer credit rating on Roquette. The issue rating
reflects the lack of material prior ranking debt in the capital
structure. The proposed notes would rank pari-passu with Roquette's
other senior debt, comprising commercial paper drawdowns,
syndicated term loans, and U.S. private placement notes.

S&P said, "If Roquette successfully issues the hybrid notes in line
with the terms and conditions of the draft documentation we have
received, we will initially classify the equity content as minimal.
We anticipate reclassifying the equity content as intermediate once
the acquisition closes and the associated early redemption clause
is waived. The notes would carry intermediate equity content until
the first reset date set 5.25 years from issuance (2030). During
this period, the securities would meet our criteria in terms of
ability to absorb loss or conserve cash if needed.

"We derive our 'BB+' issue rating on the proposed securities by
notching down from our 'BBB' long-term issuer credit rating on
Roquette." The two-notch differential reflects:

-- A one-notch deduction because of the deep subordination of the
instrument while the rating on Roquette is 'BBB'; and

-- An additional one-notch deduction to reflect the payment
flexibility--the deferral of payment is optional.

The additional deducted notch reflects S&P's view that Roquette is
relatively unlikely to defer interests. Should its view change, S&P
may deduct additional notches to derive the issue rating.

Furthermore, to capture our view of intermediate equity content,
S&P considers 50% of the related payments on the notes a fixed
charge and 50% as equivalent to a common dividend, in line with its
hybrid capital criteria. The 50% treatment of principal and accrued
interest also applies to our calculation of Roquette's adjusted
debt.

Key factors in S&P's assessment of the proposed hybrid's
permanence

S&P said, "The notes do not have a legal maturity date. That said,
they can be called at any time in the period from three months from
the first call period (5.25 years from issuance) and for events
that we deem external or remote (change in tax, accounting, law
rating methodology, change of control, following prior purchase of
at least 75% of the originally issued securities). In addition,
Roquette can also purchase the notes in the open market at any
time, in which case they may be cancelled. In our view, the risk of
early redemption is mitigated by Roquette's financial policy
commitment to deleveraging and by the group's intention to maintain
the hybrid instrument in its capital structure or to replace it
with an equivalent instrument in terms of equity credit. We
understand that the hybrid securities represent an important
feature of its debt deleveraging strategy.

"We understand the interest to be paid on the proposed security
will increase by 25 basis points (bps) per year over the 5.25 years
after the issue date, then by 100 bps per year at the second
step-up date--every five years starting after the first reset date.
We view the annual 100 bps step-up as an economic incentive to
redeem the instrument; as such, we treat the date of the second
step-up (2035) as the instrument's effective maturity.

"Finally, we expect the amount of issued hybrid notes will not
exceed 15% of the group's capitalization pro-forma for the
acquisition of IFF pharma solutions business."

Key factors in S&P's assessment of the proposed hybrid's
deferability

S&P said, "In our view, Roquette's option to defer payment on the
proposed notes is discretionary. This means that the issuer may
elect not to pay accrued interest on an interest payment date
because doing so is not an event of default, and there are no cross
defaults with senior debt instruments. However, any outstanding
deferred interest payment will have to be settled in cash if
Roquette declares or pays an equity dividend, and if the issuer
redeems shares of equally ranking securities. This condition is in
line with our criteria because once the issuer has settled the
deferred amount, it can still choose to defer on the next interest
payment date."

Key factors in S&P's assessment of the proposed hybrid's
subordination

The proposed notes and coupon are intended to constitute Roquette's
direct, unsecured, and deeply subordinated obligations, ranking
senior only to common shares (actions ordinaires) and deeply
subordinated financial obligations (currently none in the capital
structure).




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G E R M A N Y
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REVOCAR 2021-2: Fitch Affirms 'BBsf' Rating on Class D Notes
------------------------------------------------------------
Fitch Ratings has upgraded RevoCar 2021-2 UG
(haftungsbeschraenkt)'s class B notes, affirmed the other classes
and revised the Outlook on the class D notes to Negative from
Stable. Fitch has also affirmed RevoCar 2019-2 UG
(haftungsbeschraenkt)'s notes.

   Entity/Debt                Rating           Prior
   -----------                ------           -----
RevoCar 2019-2 UG
(haftungsbeschraenkt)

   Class A XS2053516550   LT AAAsf  Affirmed   AAAsf
   Class B XS2053516808   LT AA+sf  Affirmed   AA+sf
   Class C XS2053516980   LT A+sf   Affirmed   A+sf
   Class D XS2053517012   LT BBB+sf Affirmed   BBB+sf

RevoCar 2021-2 UG
(haftungsbeschraenkt)

   A XS2396099454         LT AAAsf  Affirmed   AAAsf
   B XS2396101706         LT A+sf   Upgrade    Asf
   C XS2396108206         LT BBBsf  Affirmed   BBBsf
   D XS2396117025         LT BBsf   Affirmed   BBsf

Transaction Summary

The transactions are securitisations of auto loan receivables
originated by non-captive Bank11 für Privatkunden und Handel Gmbh.
The transactions are both amortising. They feature standard
amortising (EvoClassic) and balloon loans (EvoSmart for RevoCar
2021-2 and a small portion of EvoSuperSmart for RevoCar 2019-2).
The origination of EvoSuperSmart loans, which are balloon loans
with special features, was discontinued in 2021.

KEY RATING DRIVERS

Asset Assumptions Updated: The transactions have largely performed
in line with expectations as of the September 2024 investor
reports. Consequently, Fitch has maintained our default and
recovery base case assumptions at 1.6% and 45%, respectively, for
both deals.

Fitch has lowered the 'AAA' default multiple for RevoCar 2019-2 to
6.0x and for RevoCar 2021-2 to 6.25x due to factors such as
historical data length and collateral stability, and for RevoCar
2019-2 to also acknowledge its earlier default definition.
Considering these factors, Fitch has also lowered the 'AAA'
recovery haircut to 45% from 50% for RevoCar 2021-2. Fitch
increased the prepayment rate assumption for RevoCar 2019-2 to 15%
to account for higher observed and expected prepayments.

Rating Cap for Classes B-D: An amortising liquidity reserve is
available to cover senior expenses and class A interest payments.
However, it is only available in case of a servicer termination
event, which is a weaker set-up than for peer transactions. The
reserve does not cover interest payments on junior notes.
Consequently Fitch has applied a rating cap of 'AA+sf' to the
junior notes in line with our Global Structured Finance Criteria.

Prepayments Exposed to Commingling Risk: All scheduled payments are
remitted to the issuer's accounts daily, but prepayments are
transferred monthly. A commingling reserve no longer covers this
risk for any of the transactions, as it has fully amortised. Fitch
incorporated potential losses by deducting the exposed prepayment
amount of 1.3% and 1.9% from the receivables balance for RevoCar
2021-2 and RevoCar 2019-2, respectively.

Tail Risk and Commingling Loss: The transactions are amortising
quickly, which impacts the weighted average life and default
timing, reducing the excess spread captured in our model scenarios.
This is particularly harmful at the tail end of the transactions'
life, especially for RevoCar 2021-2. Along with the impact of
commingling losses, these are key considerations for the ratings
and have driven the revision of the Outlook on RevoCar 2021-2's
class D notes to Negative. The increased credit enhancement
supports the notes' ratings, particularly the senior ones, and has
led to a one-notch upgrade of RevoCar 2021-2's class B notes.

Adequate Counterparty Replacement Procedures: The servicer
continuity risks are adequately reduced with servicer replacement
conditions clearly defined. Account bank and swap counterparty
downgrade risks are adequately reduced with triggers and
replacement procedures in line with its criteria.

RATING SENSITIVITIES

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

Higher defaults or lower recoveries than assumed, as well as a fast
reduction in the weighted average life of the assets could result
in decreasing excess spread and downgrades. Below are the ratings
of classes A/B/C/D for RevoCar 2019-2 and RevoCar 2021-2,
respectively, assuming different default and recovery rates.

RevoCar 2019-2:

Defaults up by 10%: 'AAAsf'/'AA+sf'/'Asf'/'BBB-sf'

Defaults up by 25%: 'AAAsf'/'AA+sf'/'A-sf'/'BB+sf'

Defaults up by 50%: 'AAAsf'/'AA-sf'/'BBB+sf'/'BBsf'

Recoveries down by 10%: 'AAAsf'/'AA+sf'/'A+sf'/'BBBsf'

Recoveries down by 25%: 'AAAsf'/'AA+sf'/'Asf'/'BBB-sf'

Recoveries down by 50%: 'AAAsf'/'AA+sf'/'A-sf'/'BB+sf'

Defaults up + recoveries down by 10%:
'AAAsf'/'AA+sf'/'Asf'/'BBB-sf'

Defaults up + recoveries down by 25%:
'AAAsf'/'AA-sf'/'BBB+sf'/'BB+sf'

Defaults up + recoveries down by 50%:
'AAAsf'/'A+sf'/'BBB-sf'/'B+sf'

RevoCar 2021-2:

Defaults up by 10%: 'AAAsf'/'Asf'/'BB+sf'/'Bsf'

Defaults up by 25%: 'AAAsf'/'A-sf'/'BBsf'/'B-sf'

Defaults up by 50%: 'AAAsf'/'BBB+sf'/'BB-sf'/'CCCsf'

Recoveries down by 10%: 'AAAsf'/'Asf'/'BBB-sf'/'Bsf'

Recoveries down by 25%: 'AAAsf'/'Asf'/'BB+sf'/'B-sf'

Recoveries down by 50%: 'AAAsf'/'A-sf'/'BBsf'/'CCCsf'

Defaults up + recoveries down by 10%: 'AAAsf'/'Asf'/'BB+sf'/'B-sf'

Defaults up + recoveries down by 25%:
'AAAsf'/'BBB+sf'/'BBsf'/'CCCsf'

Defaults up + recoveries down by 50%:
'AA+sf'/'BBB-sf'/'Bsf'/'NRsf'

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

The class A notes in both transactions and the class B notes of
RevoCar 2019-2, are at their maximum achievable rating of 'AAAsf'
and 'AA+sf', respectively. Lower defaults or higher recoveries than
assumed could result in upgrades for the other notes. For example,
a simultaneous 50% decrease in defaults and increase in recoveries
could result in upgrades of up to five notches for RevoCar 2019-2's
notes and up to four notches for RevoCar 2021-2's notes.

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

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

DATA ADEQUACY

RevoCar 2019-2 UG (haftungsbeschraenkt)

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

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

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

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

RevoCar 2021-2 UG (haftungsbeschraenkt)

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

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

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

ESG Considerations

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




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I R E L A N D
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CONTEGO CLO XI: S&P Assigns Prelim. B-(sf) Rating on F-R Notes
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Contego CLO XI DAC's class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and
F-R notes. The subordinated notes remain outstanding from the
original issuance.

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

The target par amount has increased to EUR500 million from EUR375
million. The additional assets were purchased from a
special-purpose entity (SPE) set up for the purpose of warehousing
such assets. The issuer entered into a participation agreement with
a warehouse SPE, which covenants to use commercially reasonable
efforts to elevate each participation to full assignment as soon as
reasonably practicable. S&P expects this SPE's legal structure and
framework to be bankruptcy remote in line with its legal criteria.

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

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,850.65

  Default rate dispersion                                 472.21

  Weighted-average life (years)                             4.19
  
  Weighted-average life extended to cover
  the length of the reinvestment period (years)             4.50

  Obligor diversity measure                               158.84

  Industry diversity measure                               22.59

  Regional diversity measure                                1.35

  Transaction key metrics

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

  'CCC' category rated assets (%)                           0.60
  
  Target 'AAA' weighted-average recovery (%)               36.03

  Target weighted-average spread (%)                        4.05

  Target weighted-average coupon (%)                        4.08

Rating rationale

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

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

"In our cash flow analysis, we used the EUR500 million target par
amount, the covenanted weighted-average spread (3.80%), the
covenanted weighted-average coupon (4.00%), the covenanted
weighted-average recovery rate at the 'AAA' level, and the target
weighted-average recovery rates calculated in line with our CLO
criteria for all the other classes of notes. We applied various
cash flow stress scenarios, using four different default patterns,
in conjunction with different interest rate stress scenarios for
each liability rating category.

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

"Until the end of the reinvestment period on May 20, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.

"At closing, we expect that the transaction's documented
counterparty replacement and remedy mechanisms will adequately
mitigate its exposure to counterparty risk under our current
counterparty criteria.

"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.

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

"Taking the above factors into account and following our analysis
of the credit, cash flow, counterparty, operational, and legal
risks, we believe that the assigned preliminary ratings are
commensurate with the available credit enhancement for all the
rated classes of notes.

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

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

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit (and or for some of these
activities revenue limits apply, or they cannot be the primary
business activity) assets from being related to certain activities.
These activities include, but are not limited to: The extraction of
thermal coal, extraction of oil and gas, controversial weapons,
non-sustainable palm oil production, the production of or trade or
involvement in tobacco or tobacco products, hazardous chemicals and
pesticides, production or trade in endangered wildlife,
pornography, adult entertainment or prostitution, and payday
lending. Accordingly, since the exclusion of assets from these
industries does not result in material differences between the
transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

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

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

  A-R    AAA (sf)   310.00      3mE + 1.32         38.00
  B-1-R  AA (sf)     35.00      3mE + 2.00         28.00
  B-2-R  AA (sf)     15.00      5.00               28.00
  C-R    A (sf)      35.00      3mE + 2.30         21.00
  D-R    BBB- (sf)   35.00      3mE + 3.20         14.00
  E-R    BB- (sf)    20.00      3mE + 6.21         10.00
  F-R    B- (sf)     16.25      3mE + 8.41          6.75
  Sub    NR         28.778      N/A                  N/A

*The preliminary ratings assigned to the class A-R, B-1-R, and
B-2-R notes address timely interest and ultimate principal
payments. The preliminary ratings assigned to the class C-R, D-R,
E-R, and F-R notes address ultimate interest and principal
payments. §The payment frequency switches to semiannual and the
index switches to six-month EURIBOR when a frequency switch event
occurs.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate (EURIBOR).




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I T A L Y
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AUTO ABS ITALIAN 2024-2: Fitch Assigns BB+(EXP) Rating on E Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Auto ABS Italian Stella Loans S.r.l.
(Series 2024-2) notes expected ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information reviewed.

   Entity/Debt            Rating           
   -----------            ------           
Auto ABS Italian
Stella Loans S.r.l.
(Series 2024-2)

   Class A Notes      LT AA(EXP)sf   Expected Rating
   Class B Notes      LT AA(EXP)sf   Expected Rating
   Class C Notes      LT A+(EXP)sf   Expected Rating
   Class D Notes      LT BBB+(EXP)sf Expected Rating
   Class E Notes      LT BB+(EXP)sf  Expected Rating

Transaction Summary

The transaction is a six-month revolving period securitisation of
Italian balloon or amortising auto loans originated by Stellantis
Financial Services Italia (SFS), a captive lender resulting from a
joint venture between Stellantis N.V. (BBB+/Negative/F2) and
Santander Consumer Bank S.p.A. (not rated).

KEY RATING DRIVERS

Low Expected Defaults: Fitch has observed historical default rates
lower than for other captive auto loan lenders operating in Italy.
The provisional portfolio comprises loans advanced to private
borrowers (94.8%) and commercial borrowers (5.2%). Fitch derived
separate asset assumptions for the different products, reflecting
different performance expectations and product features. Fitch
assumed a weighted average (WA) base-case lifetime default and
recovery rate of 1.9% and 47.7%, respectively, for the provisional
portfolio.

Significant Balloon Risk: The provisional portfolio consists partly
of balloon loans (42% of the pool balance), while the remainder
comprises amortising auto loans. Balloon loan borrowers may face a
payment shock at maturity if they cannot refinance the balloon
amount or return or sell their car. Fitch has considered this
additional default risk by applying a higher default multiple for
balloon loans. The WA default multiple of the portfolio is 5.1x at
'AA(EXP)sf'.

Strong Excess Spread Supports Mezzanines: Fitch expects the
provisional portfolio to generate substantial excess spread, as the
assets earn materially higher yields than the notes' interest and
transaction's senior costs. Fitch tested several stresses on
portfolio yield reduction and prepayments assumptions and concluded
the repayment of the class C and D notes was heavily dependent on
excess spread, currently capping the ratings at 'A+(EXP)sf' and
'BBB+(EXP)sf', respectively.

The class E excess spread notes receive principal solely through
the available excess spread in the revenue priority of payments.
Fitch caps excess spread notes' ratings at 'BB+(EXP)sf'.

'AAsf' Sovereign Cap: Italian structured finance transactions are
capped at six notches above Italy's Issuer Default Rating (IDR,
BBB/Positive/F2), which is the case for the class A and B notes.
The Positive Outlook on these notes reflects that on the
sovereign.

RATING SENSITIVITIES

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

The ratings of the class A and B notes at the applicable rating cap
are sensitive to changes to Italy's Long-Term IDR and Outlook. A
revision of the Outlook on Italy's IDR to Stable would trigger
similar action on the notes.

Unexpected increases in the frequency of defaults or decreases in
recovery rates that could produce loss levels larger than the base
case and could result in negative rating action on the notes. For
example, a simultaneous increase in the default base case by 50%
and decrease in the recovery base case by 50% would lead to a
two-notch downgrade of the class B to D notes.

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

An upgrade of Italy's IDR and revision of the related rating cap
for Italian structured finance transactions could trigger an
upgrade of the class A and B notes.

An unexpected decrease in the frequency of defaults or an increase
in the recovery rates could produce loss levels lower than the base
case. For example, a simultaneous decrease in the default base case
by 25% and an increase in the recovery base case by 25% would lead
to upgrades of up to seven notches for all classes, provided there
are no qualitative arising elements that could limit the ratings.

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

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

DATA ADEQUACY

Auto ABS Italian Stella Loans S.r.l. (Series 2024-2)

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

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

ESG Considerations

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




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

PEER HOLDING III: S&P Rates Proposed EUR1BB Term Loan B Add-On 'BB'
-------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level and '3' recovery
ratings to Peer Holding III B.V.'s proposed minimum EUR1 billion
seven-year term loan B7 add-on, maturing in 2031.

Peer Holding III, the parent company of the Netherlands-based
discount retailer Action, is seeking to proactively manage its debt
maturities and reduce cost of debt through transactions that are
leverage-neutral. S&P said, "We anticipate that it will use the
proceeds of the minimum EUR1 billion add-on to refinance the EUR625
million term loan B2 due January 2027 and part of its EUR2.5
billion term loan B3 due September 2028. In addition, we understand
that Peer Holding III also intends to reprice the remaining amount
of its term loan B3, which currently has a margin of 3.75%."

If the transaction is completed as planned, S&P would also expect
liquidity to remain adequate. Pro forma the transaction, liquidity
would be supported by the company's:

-- EUR779 million cash position, as at Sept. 22, 2024;

-- EUR500 million revolving credit facility (RCF), of which EUR460
million will be available at closing; and

-- Positive cash funds from operations (FFO).

In 2023, the group achieved revenue of EUR11.3 billion and S&P
Global Ratings-adjusted EBITDA of EUR1.9 billion. As of Sept. 22,
2024, the group had maintained its growth trajectory and opened 179
net new stores. Like-for-like growth for the year to that date was
9.6% and total revenue growth was 21%, compared with the same
period in 2023. S&P expects Action to open additional stores during
the rest of 2024 and estimate that revenue for the full year will
be about EUR13.7 billion, while adjusted EBITDA will increase to
EUR2,355 million from EUR1,931 million in 2023, with EBITDA margins
increase to 17.2% from 17.1% in 2023. Despite the group's EBITDA
growth, our adjusted leverage is set to increase to 3.5x in 2024
from 3.1x in 2023 because the group issued a EUR2.1 billion term
loan add-on in June 2024, to fund a financing-related distribution
to shareholders.

Issue Ratings - Recovery Analysis

Key analytical factors

-- All of Peer Holding III's rated debt instruments rank pari
passu and have an issue rating of 'BB' and a recovery rating of
'3'. The recovery rating indicates meaningful recovery prospects
(50%-70%; rounded estimate: 60%) in the event of default.

-- Prior to the transaction, rated debt stood at EUR7.14 billion
and consisted of: EUR625 million term loan B2 tranche maturing
January 2027; EUR2.5 billion term loan B3 tranche maturing
September 2028; $1.5 billion term loan B4 tranche maturing October
2030; $1.5 billion term loan B5 tranche maturing July 2031; EUR700
million term loan B6 maturing July 2031; and EUR500 million RCF
maturing June 2028.

-- S&P expects the transaction to leave the total amount of
outstanding debt unchanged as the group refinances the term loan B2
tranche and part of the term loan B3 tranche.

-- The recovery rating is supported by a robust valuation at
default and a lack of priority debt, but constrained by the sizable
overall debt amount.

-- S&P regards the guarantee and security package as relatively
weak. The security package mostly consists of share pledges of Peer
Holding itself, the shares it owns in Action Holding B.V. (the
intermediate holding company), and security over an intercompany
loan of EUR730 million. In addition, Action Holding and its
material operating subsidiaries guarantee the senior secured
facilities issued by Peer Holding. However, the guarantee is
subject to a cap of EUR905 million.

-- S&P values Peer Holding as a going concern given its strong
store footprint; established market positions in Belgium, the
Netherlands, Luxembourg, Germany, France, Poland, Austria, Italy,
the Czech Republic, and Spain; and strong growth prospects.

-- In S&P's hypothetical default scenario, it assumes
deteriorating business fundamentals because of increased
competition, a structural change in consumer behavior, and economic
obstacles in the company's main markets.

Simulated default assumptions

-- Year of default: 2029
-- Jurisdiction: Netherlands

Simplified waterfall

-- EBITDA at emergence: EUR799 million

-- Implied enterprise value multiple: 6x (compared with the
standard 5x multiple we use for the industry, reflecting Action's
strong growth prospects and improving scale and geographic
diversity)

-- Gross enterprise value: EUR4.8 billion

-- Net enterprise value after administrative costs (5%): EUR4.6
billion

-- Estimated senior secured debt claims: EUR7.3 billion

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

All debt amounts include six months' prepetition interest. Debt
claims include the EUR500 million RCF assumed 85% drawn at
default.


PRECISE MIDCO: Moody's Upgrades CFR to B2, Outlook Remains Stable
-----------------------------------------------------------------
Moody's Ratings upgraded Precise Midco B.V.'s (Exact or the
company) long term corporate family rating to B2 from B3 and the
probability of default rating to B2-PD from B3-PD. Concurrently,
Moody's upgraded to B2 from B3 the ratings of the backed senior
secured first lien term loans due in 2026 and 2030 and backed
senior secured revolving credit facilities (RCF) due in 2025 and
2030, all issued by Precise Bidco B.V. The outlook on both entities
remains stable.

The rating action reflects:

-- Exact's solid performance in recent years that has led to an
improvement in the company's business profile supported by
increasing scale, while credit metrics improved to levels
commensurate with the B2 rating level; e.g., as of the last twelve
months through June 2024, Moody's-adjusted leverage and
pre-dividend free cash flow (FCF) / debt was 6.0x and 7.5%,
respectively.

-- Moody's forecast for continued growth, supported by positive
market fundamentals, driven by growth in its customer base, higher
prices and up- and cross-selling initiatives, to lead to further
organic improvement in debt metrics.

-- Although financial policy decisions in the form of debt-funded
distributions or acquisitions may alter the forecast trajectory of
debt metrics, Moody's expect metrics to be within expectations for
the B2 rating. Furthermore, the company could fund potential
acquisitions to a certain degree with cash on balance above EUR350
million as of September 2024.

RATINGS RATIONALE

Exact's established market position and scale in its core markets
in the Benelux region; significant recurring revenue base and high
renewal rates; positive underlying free cash flow (FCF) generation;
and good liquidity, all support its B2 CFR.

Conversely, its relatively small size in terms of revenue;
geographical concentration in the Benelux region; the risk of
customers switching to larger software providers or disruption from
smaller and highly specialised vendors; and the company's
relatively aggressive financial policy, all constrain the rating.

RATING OUTLOOK

Exact's stable outlook reflects Moody's expectation that the
company's credit metrics will remain commensurate with the B2
rating guidance over the next 12 to 18 months. The outlook
incorporates Moody's assumption that there will be no significant
increase in leverage from any future debt-funded acquisitions or
shareholder distributions, and that the company will maintain at
least adequate liquidity, including timely refinancing of the term
loan B1 maturing in May 2026.

LIQUIDITY

Exact has good liquidity, supported by EUR420 million of cash
available on balance sheet as of June 30, 2024 (above EUR350
million as of September 2024, pro forma an additional EUR73 million
dividends paid in the third quarter). Exact's liquidity is also
supported by the fully undrawn EUR70 million RCF and Moody's
expectation of positive FCF over the next 12-18 months. The RCF is
subject to a springing financial covenant, which requires net
secured leverage to remain below 8.75x and is tested if the RCF is
drawn by more than 40%. Moody's do not expect the covenant to apply
but estimate good cushion.

STRUCTURAL CONSIDERATIONS

The B2 rating on the instruments, in line with the CFR, reflects
the pari passu capital structure comprising the backed senior
secured term loan B1 due 2026 (EUR384 million outstanding), the
backed senior secured term loan B5 (EUR1,250 million outstanding)
due 2030, the EUR7.5 million backed senior secured RCF 1 due in
2025 and the EUR62.5 million backed senior secured RCF 2 due in
2030.

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

Positive rating pressure could develop if the company continues to
growth its revenue and EBITDA, such that Moody's-adjusted leverage
(R&D capitalised) improves to below 5.0x; Moody's-adjusted FCF/debt
improves towards 10%; and Moody's-adjusted (EBITDA – capital
expenditures) / interest expense improves towards 3.0x, all on a
sustained basis. Adequate liquidity and financial policy clarity
are also important considerations.

Conversely, negative rating pressure could develop if the company's
revenue and EBITDA growth is weaker than expected or financial
policy decisions are such that Moody's-adjusted leverage (R&D
capitalised) is above 6.0x; Moody's-adjusted FCF weakens towards
breakeven, or Moody's-adjusted (EBITDA – capital expenditures)/
interest expenses is below 2.0x, all on a sustained basis; or if
liquidity deteriorates (including lack of progress on addressing
the portion of term loan that matures in May 2026).

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Software
published in June 2022.

COMPANY PROFILE

Founded in 1984 and headquartered in Delft, the Netherlands, Exact
is an enterprise resource planning (ERP) and accounting software
provider for SMEs (up to 250 employees) and accountants. The
company deployed more than 600,000 accountancy administrations with
SMEs, which are served directly or via accountancy firms, located
primarily in the Benelux region and to a lesser extent in Germany,
and rest of the world. In the last twelve month to June 2024, the
group generated revenue of EUR498 million and company-adjusted
EBITDA of EUR282 million. The company was acquired by funds
controlled and advised by KKR in May 2019 from Apax Partners.

Exact has two business segments: small business & accountants
(SB&A), which provides accountancy- and industry-specific ERP
solutions along a cloud-based subscription model, and mid-market
solutions (MMS), Exact's legacy business line, which provides ERP
solutions to midmarket clients (50 to 250 employees) along a
traditional on-premise (license/maintenance or, increasingly,
subscriptions) business model.




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

ADVATEK (UK): Begbies Traynor Named as Joint Administrators
-----------------------------------------------------------
Advatek (UK) Limited was placed into administration proceedings in
the High Court of Justice Business and Property Courts of England
and Wales Insolvency and Companies List (ChD), Court
Number:CR-2024-BHM-000636, and Craig Povey and Gareth Prince of
Begbies Traynor (Central) LLP were appointed as administrators on
Nov. 1, 2024.  

Advatek (UK) is an information technology company.

Its registered office is at 11 Wilkinson Business Park, Clywedog
Road South, Wrexham, LL13 9AE.

The joint administrators can be reached at:

             Craig Povey
             Gareth Prince
             Begbies Traynor (Central) LLP
             11th Floor, One Temple Row
             Birmingham, B2 5LG

For further details, contact:

              Lucy Corbett
              Begbies Traynor (Central) LLP
              Email: birmingham@btguk.com
              Tel No: 0121 200 8150


AMBER HOLDCO: S&P Assigns 'BB-' Long-Term ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term issuer credit
rating to global TIC services provider Amber Holdco PLC (Applus)
and its 'BB-' issue rating, with a '3' recovery rating, to the
group's EUR1.695 billion secured debt.

The stable outlook reflects S&P's view that, amid solid underlying
market conditions, Applus will see organic revenue growth of 5%-6%
over the next 12-18 months, coupled with marginal EBITDA margin
expansion to 17.5% that supports FOCF of at least EUR140 million
per year and adjusted debt to EBITDA of about 5.0x.

Amber Holdco, a consortium owned by funds controlled by TDR and I
Squared, issued a new EUR800 million term loan B (TLB; of which
EUR275 million were reserved for renewal of the IDIADA contract)
and EUR895 million of fixed-rate senior secured notes (of which
EUR100 million were reserved for renewal of the IDIADA contract),
alongside EUR1.24 billion of equity, to finance the take-private
transaction of Applus for EUR1.65 billion, fund the renewal of the
IDIADA concession awarded during September 2024, and repay debt and
cover fees, among other expenses.

On Sept. 9, 2024, Applus successfully renewed its IDIADA concession
for another 25 years maintaining its 80% majority stake, with 20%
owned by the Catalonian government. The company used EUR375 million
of incremental debt under the existing legal documentation (EUR275
million TLB and EUR100 million senior notes), in addition to
drawings under the revolving credit facility (RCF), to fund the
EUR428 million paid for the concession.

S&P said, "Our 'BB-' rating captures the financing of the
take-private transaction of Applus by Amber Holdco, a joint
consortium of TDR and I Squared.   Through its financing subsidiary
Amber Finco PLC, Amber Holdco issued an EUR800 million TLB and
EUR895 million of fixed senior secured notes. The proceeds of these
issuances, alongside EUR1.24 billion of new equity, were used to
fund the acquisition of Applus' listed shares for a total
consideration of about EUR1.65 billion, repay existing debt, fund
the EUR428 million renewal of the IDIADA concession, and cover fees
and other expenses totaling EUR126 million. Given the high margin
of the IDIADA concession, we view the renewal as credit positive,
despite temporary higher leverage of an estimated 5.5x at the end
of 2024.

"In our view, Applus' geographical diversification and scale make
it a world-leading testing, inspection, and certification (TIC)
provider in an industry that exhibits high barriers to entry.  
Applus generated revenue of nearly EUR2.1 billion via its
operations across Europe (53% of 2023 revenue), Asia Pacific (13%),
Middle East and Africa (12%), Latin America (12%), and North
America (10%). The company currently has four main pillars: energy
and industry testing (34% of company reported underlying operating
profit in 2023); automotive (32%), which mainly includes statutory
vehicle inspection; IDIADA (19%), a concession located in
Catalonia, Spain for the product development of cars providing
design, engineering, and testing services; and laboratory (15%),
overseeing mechanical and electrical testing for the automotive and
aerospace and defense industry. We compare Applus with rated TIC
peers Soco1 (about EUR1.2 billion revenue in 2022), EM Midco 2
($1.2 billion), LGC Science Group Holdings Ltd. (approximately
GBP750 million), and Normec 1 B.V. (EUR400 million). In a peer
comparison, Applus stands out with better geographical
diversification and larger scale. This means Applus is exposed to
less risk than those peers operating within a single region or
regulatory framework. Also, Applus benefits from best practices and
expertise from a larger global platform that enables cross-selling
opportunities by providing services to its largely blue chip client
base across geographies and segments. This leads us to view Applus
as well positioned to manage the sector's increasing complexities,
mainly related to technological developments, that potentially
prevent smaller players from winning new business. The resulting
barriers to entry, which we consider as high, are reinforced by the
accreditations and authorizations needed to carry out certain
testing and inspection work, since without acquiring an
already-accredited business, obtaining required accreditations for
a job can take multiple years." In addition, Applus' automotive
segment, which delivers statutory vehicle inspection services,
generated about 71% of its operating profits from regulated
businesses. Those regulated activities are structured through
multi-year concession contracts with defined duration and prices.
Applus' existing concessions have enabled the company to become the
market leader in Spain (19% market share) and in the Nordics (28%),
while it has 100% of the Irish market, where it is the exclusive
TIC provider. These factors support Applus' competitive advantage.

The nature of Applus' services lead to good revenue visibility,
recurring revenue streams, and predictable cash flows.   The
company has already secured about 85% of its 2024 revenue thanks to
a EUR1.8 billion backlog providing the business with good revenue
visibility. Positive for revenue visibility, in S&P's view, the
services Applus provides are largely non-discretionary and driven
by regulatory requirements, such as fire and safety testing or
regular vehicle inspections that are compulsory in Applus' regions
of operations. In addition, S&P considers Applus' client base as
sticky given the services provided are largely mission-critical and
relatively low cost. As a result, clients are less likely to switch
providers or defer inspections and testing to avoid any
reputational risks or security risks arising from less frequent
testing or less reputable market participants. Furthermore, Applus
enjoys limited customer churn and long-lasting customer
relationships; 78% of total revenue come from customers with more
than 10 years of relationships.

The sticky customer base and the critical nature of Applus'
services support S&P's view of the resilience of the TIC industry.
This is reflected in Applus' solid historical performance with
organic growth of at least 5% since 2019, except for 2020 due to
pandemic fallout. Additionally, the company operates in relatively
non-cyclical end-markets apart from the oil and gas (O&G) exposure
that contributed about 24% to 2023 revenue. However, this is
mitigated by the fact that about 80% of the O&G segment is exposed
to operating expenditure investments by its clients, therefore
adding more stability in comparison to capital expenditure (capex)
investments along the value chain which are more discretionary in
nature.

Applus' solid contract renewals of automotive inspection
concessions mitigate the risk from potential losses of concessions
such as IDIADA.   Applus has run the IDIADA concession in Catalonia
since 1999 and the concession was extended by five years to 2024
from 2019 in 2016. Under the IDIADA concession, Applus provides
various parts of the product development of automotives to global
OEMs, including engineering services linked to the safety,
electronics, or vibration or the worldwide homologation of
different types of vehicles and components. IDIADA contributed 16%
to the company's 2023 revenue and is more margin accretive than the
rest of the business. In general, any operational underperformance
that could warrant a termination of a concession as well as
non-renewal at maturity are considered a risk to the stability of
Applus' revenue. However, we regarded the IDIADA situation as a
one-off compared with the remaining concessions run by Applus,
which are much smaller. What's more, Applus has a solid track
record of concession renewals, having retained 91% of its contracts
over the past 15 years. Additionally, the average weighted life
remaining is seven years of its regulated contracts within the auto
segment, with no major maturity until 2027 when the Galician
exclusivity contract, which contributes less than 3% to total
revenue, comes up for renewal. Apart from the successful renewal of
the IDIADA concession, Applus' recent concession wins from Saudia
Arabia, China, and India will positively contribute to revenue and
EBITDA growth (about EUR45 million of annualized revenue from
2025). Lastly, we believe that a shift from regulated to
liberalized markets will have a limited impact for Applus, because
the company has the technical requirements, expertise, and
reputation to win business in an open market. S&P said, "In such a
scenario, we would expect that the lower volumes of yearly
inspections would be offset by higher average prices, which tend to
be higher in liberalized markets than regulated ones. Nonetheless,
at this time, we do not expect any significant shift towards a
liberalized model across the various jurisdictions over the coming
years."

S&P said, "We expect continuous industry tailwinds to support
revenue growth and EBITDA expansion, underpinned by first half 2024
performance.  During the first half of 2024, revenue grew by almost
9% organically (9.3% in total) year-on-year thanks to solid growth
in all segments and in particular from laboratories (9.5%
organically) and IDIADA, which benefitted from larger one-off
projects. Company reported adjusted EBITDA grew by 13.3% (about
EUR22 million) on the back of a positive product mix, better
operating leverage, and some margin accretive acquisitions.
Therefore, we forecast organic revenue growth of 6.6% in 2024,
supported by strong growth within the laboratory segment and growth
within the renewables, power, and infrastructure segment. The
growth in labs is driven by its exposure to mechanical testing of
aerospace clients that have experienced full order books such as
Airbus during a post-pandemic rebound, as well as electrical and
cyber security testing of automotives amid the shift to
electrification and increased technological complexity coming
alongside developments toward autonomous driving. Regarding the
renewables sector, growth is likely to come from the underlying
market tailwinds linked to the energy transition and
electrification. We expect that power connectivity will become more
complex over time and will require investments into its reliability
and testing as a result of the growing heterogeneity of energy
sources coming from different sources of renewable energy. While
about 55% of Applus' revenue are linked to sustainability services,
with most coming from vehicle safety inspections, we expect that
the share will increase over time thanks to its exposure to end
markets that are largely affected by energy transition,
connectivity, and electrification. For 2025, we forecast steady
organic revenue growth of 5%-6% per year. S&P Global
Ratings-adjusted EBITDA margin will gradually expand to 17.5% by
2026. In 2024-2025, any margin expansion from a positive mix effect
from stronger growth in higher margin segments as well as realized
synergies of EUR25 million, which are mostly linked to improved
efficiencies on personnel and procurement savings from contract
renegotiations, will be partially offset by EUR13 million-EUR15
million of exceptional costs per year. As a result, we forecast
leverage of 5.5x at end-2024 before the ratio decreases to 5.0x in
2025, while funds from operations (FFO) to debt stays above 12% at
end-2024 and 2025. Thereafter, we expect leverage to fall to 4.5x
thanks to the steady organic revenue growth of close to 6% and
margin expansion toward 18.5%.

"Good FOCF yields ample liquidity.   Thanks to Applus' asset-light
business model, FOCF should remain solid at about EUR140 million in
2024 and EUR175 million in 2025. We forecast that, over the next
two years, working capital outflows will be moderate, at EUR15
million-EUR20 million, to support the growth of the business,
alongside capex of about 4% of revenue; two-thirds of this spending
are considered maintenance capex, with growth capex mostly linked
to contract renewals and required investments in the automotive
segment. Over the same period, FFO interest coverage is expected to
remain comfortably around 3.0x. We think that the company may use
its operating cash flows to pursue additional bolt-on acquisitions
as M&A remains a significant component of growth in the fragmented
TIC sector. As such, we would expect Applus to concentrate on
strengthening its existing footprint with a focus on its
higher-margin segments and adding new capabilities that are
complementary to its existing customer base and services.

"The stable outlook reflects our view that, amid solid underlying
market conditions, Applus will see organic revenue growth of 5%-6%
over the next 12-18 months, coupled with marginal EBITDA margin
expansion to 17.5% that supports FOCF of at least EUR140 million
per year and adjusted debt to EBITDA of about 5.0x."

S&P may lower its rating on Applus over the next 12 months if:

-- Adjusted debt to EBITDA materially surpasses 5x on a sustained
basis with no clear prospects for improvement;

-- The company pursues an aggressive financial policy, resulting,
for example, in debt-funded acquisitions or shareholder
distributions that increase adjusted debt to EBITDA above 5.0x;

-- Adjusted FFO to debt declines to below 10% on an ongoing basis;
or

-- FOCF turns negative.

An upgrade is unlikely given the sponsor's tolerance for higher
leverage, but S&P could consider an upgrade if it sees a less
aggressive financial policy indicated by a publicly committed
financial policy or a path to an exit, as well as:

-- Adjusted debt to EBITDA reduces toward 4x on a sustained
basis;

-- FFO to debt improves toward 20% on an ongoing basis; and

-- FOCF to debt improves toward 10% on an ongoing basis.

S&P said, "Governance factors are a moderately negative
consideration in our credit analysis of Applus. Our assessment of
the company's financial risk profile as highly leveraged reflects
corporate decision-making that prioritizes the interests of the
controlling owners, in line with our view of most rated entities
owned by private-equity sponsors. Our assessment also reflects
generally finite holding periods and a focus on maximizing
shareholder returns."


CITADEL PLC 2024-1: Moody's Gives Ba3 Rating to GBP14.42MM F Notes
------------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to Notes issued by
Citadel 2024-1 PLC:

GBP202M Class A Mortgage Backed Floating Rate Notes due April
2060, Definitive Rating Assigned Aaa (sf)

GBP14.42M Class B Mortgage Backed Floating Rate Notes due April
2060, Definitive Rating Assigned Aa1 (sf)

GBP14.42M Class C Mortgage Backed Floating Rate Notes due April
2060, Definitive Rating Assigned Aa2 (sf)

GBP14.42M Class D Mortgage Backed Floating Rate Notes due April
2060, Definitive Rating Assigned A1 (sf)

GBP13M Class E Mortgage Backed Floating Rate Notes due April 2060,
Definitive Rating Assigned Baa2 (sf)

GBP14.42M Class F Mortgage Backed Floating Rate Notes due April
2060, Definitive Rating Assigned Ba3 (sf)

GBP12.98M Class X Floating Rate Notes due April 2060, Definitive
Rating Assigned Baa2 (sf)
Moody's have not assigned a rating to GBP7.96M Class G Mortgage
Backed Floating Rate Notes due April 2060 and to GBP7.96M Class H
Mortgage Backed Floating Rate Notes due April 2060.

RATINGS RATIONALE

The Notes are backed by a static pool of UK non-conforming
second-lien residential mortgage loans originated by UK Mortgage
Lending Ltd ("UKMLL", NR), owned by Pepper Money Limited which is
part of the Pepper global group of companies.

The definitive ratings for the Class F and X notes are different
than the previously assigned provisional ratings as a result of
higher available excess spread due to tighter pricing of the
overall note margins.

The portfolio of assets amount to approximately GBP288.58 million
as of 30th September pool cutoff date. The transaction benefits
from a liquidity reserve fund which is zero at closing and at any
other time equal to 1.75% of the outstanding Class A and B notes
and is initially funded by the principal proceeds. The liquidity
reserve fund will be available to cover senior fees and costs, and
Class A and B interest. After the liquidity reserve fund reaches
its target, it will be replenished from the interest collections
thereafter. The liquidity reserve fund will be released down the
principal waterfall as Class A and Class B notes are paid down,
ultimately providing credit enhancement from Class A to G and Class
H notes. Credit enhancement for Class A Notes is provided by 30%
subordination at closing, the liquidity reserve fund, and excess
spread.

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

The transaction benefits from various credit strengths such as a
granular portfolio and an amortising liquidity reserve. However,
Moody's note that the transaction features some credit weaknesses
such as an unrated originator and servicer and the risk of spread
compression due to product switches. Various mitigants have been
included in the transaction structure to mitigate the operational
risk. To ensure payment continuity over the transaction's lifetime,
the transaction documents incorporate estimation language whereby
the cash manager Citibank, N.A., London Branch (Aa3(cr)/P-1(cr))
can use the three most recent servicer reports to determine the
cash allocation in case no servicer report is available. The
transaction also benefits from approximately 3.2 months of
liquidity provided by the reserve fund. The liquidity does not
cover any class of notes except for the Class A and Class B notes
in the event of financial disruption of the servicer, capping the
achievable ratings of the Class C to Class F notes.

Additionally, there is an interest rate risk mismatch between the
89.66% of loans in the pool that are fixed rate, of which 88.08%
revert to the SVR plus a contractual margin, and the Notes which
are floating rate securities with reference to compounded daily
SONIA. To mitigate this mismatch there will be a scheduled notional
fixed-floating interest rate swap provided by Banco Santander, S.A.
(Spain) (A3(cr)/ P-2(cr)). The swap framework is in accordance with
Moody's guidelines. The collateral trigger is set at loss of A3(cr)
and the transfer trigger at loss of Baa3(cr). Given the current
rating of the swap counterparty, the level of the trigger and the
other deviations limits the achievable ratings of class B notes and
do not have a negative impact on the rating of the other rated
notes.

Moody's determined the portfolio lifetime expected loss of 6% and
MILAN Stressed Loss of 25.1% related to borrower receivables. The
expected loss captures Moody's expectations of performance
considering the current economic outlook, while the MILAN Stressed
Loss captures the loss Moody's expect the portfolio to suffer in
the event of a severe recession scenario. Expected loss and MILAN
Stressed Loss are parameters used to calibrate Moody's lognormal
portfolio loss distribution curve and to associate a probability
with each potential future loss scenario in the ABSROM cash flow
model to rate RMBS.

Portfolio expected loss of 6%: This is higher than the UK
non-conforming RMBS sector average and is based on Moody's
assessment of the lifetime loss expectation for the pool taking
into account: (i) all of the loans in the pool having a second
charge over the properties with a higher than average proportion of
loans having CLTV greater than 85%; (ii) limited historical
performance data; (iii) the current macroeconomic environment in
the United Kingdom; and (iv) benchmarking with similar transactions
in the UK non-conforming sector.

MILAN stressed loss for this pool is 25.1%, which is higher than
the UK non-conforming RMBS sector average and follows Moody's
assessment of the loan- by-loan information, taking into account:
(i) WA CLTV of 82.1%, which is higher than the UK owner-occupied
average; (ii) all of the loans in the pool having a second charge
over the properties with a higher than average proportion of loans
having CLTV greater than 85%; (iii) the originator and servicer
assessment; (iv) the percentage of self-employed borrowers in the
pool of 8.8%; and (v) the limited historical performance data.

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations" published in October 2024.

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

Factors that may cause an upgrade of the ratings of the 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 rating 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 a swap counterparty
ratings; and (ii) economic conditions being worse than forecast
resulting in higher arrears and losses.


DAISOL LIMITED: Opus Restructuring Named as Joint Administrators
----------------------------------------------------------------
Daisol Limited was placed in administration proceedings in the High
Court of Justice Business and Property Courts of England and Wales,
Insolvency and Companies List (ChD), Court Number: CR-2024-006432,
and Frank Ofonagoro and Trevor John Binyon of Opus Restructuring
LLP were appointed as administrators on Oct. 28, 2024.  

Daisol Limited engages in activities of other holding companies.

Its registered office is at Lumaneri House Blythe Gate, Blythe
Valley Park, Solihull, West Midlands, B90 8AH.  Its principal
trading address is at Suite 8, Malvern House, New Road, Solihul,
B91 3DL.

The joint administrators can be reached at:

             Frank Ofonagoro
             Opus Restructuring LLP
             2nd Floor, 3 Hardman Square
             Spinningfields, Manchester, M3 3EB

             -- and --

             Trevor John Binyon
             Opus Restructuring LLP
             322 High Holborn
             London, WC1V 7PB

For further details, contact:

             The Joint Administrators
             Tel No: 020 3326 6454

Alternative contact:

              Ben Ekbery
              Email: ben.ekbery@opusllp.com



DRAX CORPORATE: S&P Affirms 'BB+' Rating on EUR494MM Debt
---------------------------------------------------------
S&P Global Ratings has withdrawn its 'BBB-' issue rating and '1'
recovery rating on the GBP300 million super senior revolving credit
facility (RCF) issued by Drax Corporate Ltd., at the issuer's
request, after the company replaced the RCF with an unrated GBP450
million senior facility.

At the same time, S&P affirmed its 'BB+' ratings on the group's
outstanding senior debt issued by Drax Finco PLC, which totals
EUR494 million and comprises:

-- EUR144 million senior secured notes due 2025; and

-- EUR350 million fixed notes due 2029.

In addition, because there is no longer any super senior debt, S&P
revised to '3' from '4' its recovery ratings on the senior debt
issued by Drax Finco. All secured debt (bonds, loans, and credit
facilities) in the group's capital structure now has the same
seniority.

Issue Ratings--Recovery Analysis

Key analytical factors

-- S&P rates the EUR144 million senior secured notes due 2025 and
the EUR350 million fixed notes due 2029 at 'BB+'. The recovery
rating of '3' indicates that S&P expects meaningful recovery
(60%).

-- S&P uses an emergence EBITDA multiple of 5.5x, which is better
aligned with power generation peers that have a larger scale of
generation and diversified asset base, reflecting Drax's portfolio
of assets.

-- S&P's hypothetical default scenario assumes a combination of
significant deterioration in plant performance, adverse regulatory
changes, and greater exposure to lower power prices (the group's
biomass power generation units will no longer benefit from subsidy
schemes from 2027 onward).

-- S&P values the business as a going concern because its strong
market position underpins its view that lenders would achieve
greater value through reorganization than via asset liquidation.

Simulated default assumptions
-- Year of default: 2029
-- EBITDA at default: GBP232 million
-- Jurisdiction: U.K.

Simplified waterfall

-- Emergence EBITDA multiple: 5.5x

-- Gross recovery value: about GBP1,408 million

-- Net recovery value for waterfall after administrative expenses
(5%): about GBP1,340 million

-- Estimated priority claims: GBP288 million [1]

-- Remaining value for creditors: about GBP1,050 million

-- Estimated senior secured debt claims: GBP1,655 million [2]

    --Recovery expectation: 60%

    --Recovery rating: '3' [3]

[1] Haven factoring facility.
[2] All debt amounts include six months of prepetition interest.
[3] On the EUR144 million bonds and EUR350 million bonds.


E S E GROUP: KBL Advisory Named as Joint Administrators
-------------------------------------------------------
E S E Group Limited was placed in administration proceedings in
the High Court of Justice Business and Property Court in Manchester
Company and Insolvency List, Court Number: CR-2024-MAN-1398 of
2024, and Richard Cole of KBL Advisory Limited was appointed as
administrators on Oct. 25, 2024.  

E S E Group engages in personal service activities.

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 administrator can be reached at:

             Richard Cole
             KBL Advisory Limited
             Stamford House, Northenden Road
             Sale, Cheshire
             M33 2DH

For further details, contact:

             Jessica Higginson
             KBL Advisory Limited
             Email: Jessica.Higginson@kbl-advisory.com
             Tel No: 0161 637 8100


GLOBAL AUTO: S&P Affirms 'B+' ICR  & Alters Outlook to Negative
---------------------------------------------------------------
S&P Global Ratings revised the outlook on Global Auto Holdings
(Topco) Ltd. (GAHL) to negative from stable. At the same time, S&P
affirmed all its ratings on the company, including its 'B+' issuer
credit rating.

S&P also assigned its 'B+' issue-level rating and '4' recovery
rating to GAHL's proposed US$500 million unsecured notes.

The negative outlook reflects S&P's view of the possibility that
the company will sustain adjusted debt to EBITDA above 5.5x beyond
this year, potentially from poor execution against GAHL-targeted
cost synergies, challenges that could arise when integrating KWB,
or more debt-funded acquisitions.

S&P said, "We expect the KWB acquisition will add about a turn of
leverage to our forecast, resulting in pro forma adjusted debt to
EBITDA of about 6.0x this year that should return to the low 5x
area next year as recently achieved synergies flow though earnings.
Although this is above our previous downside threshold of 5x
adjusted debt to EBITDA for the rating, we now view GAHL's business
as slightly stronger with the added scale and diversification
following the acquisition of KWB, which is an automotive
distributor in Denmark and Sweden. As a result, we now consider
leverage in the low-5x area, which we forecast the company will
achieve in 2025, as commensurate with the rating. We expect
leverage will decline next year as EBITDA expands from a
combination of organic revenue growth and based on our view that
GAHL's focus on a lean management structure and aggressive cost
controls should contribute to significant cost savings at Lookers,
which the company acquired in October 2023 for about US$630
million. We assume GAHL will realize just over US$100 million of
annual cost savings, mostly from headcount reductions and
efficiency gains already implemented at Lookers. However, GAHL has
yet to demonstrate it can sustain the higher earnings and margins
we anticipate for Lookers, which we believe creates some downside
risk to our projections. We considered Lookers a transformative
acquisition for GAHL when it was completed because it added the
U.K. and Ireland to its dealer portfolio, generated more than five
times the annual revenue of the company's North American
operations, and GAHL had identified ambitious cost savings. GAHL's
acquisition of KWB, which is expected to close in the fourth
quarter of 2024, comes only about one year after Lookers and points
to a more aggressive growth strategy than we had previously
expected. In our view, the acquisition of KWB adds to the company's
near-term financial and execution risk at a time when it is still
integrating Lookers. That said, we acknowledge that the addition of
KWB could strengthen GAHL's competitive position over time as it
improves the company's scale, diversification, and margins.
Furthermore, unlike with Lookers, we do not expect GAHL to make
significant changes to KWB's existing management team and
operations, thereby creating relatively less integration risk in
our view."

KWB diversifies GAHL's earnings and should be accretive to margins.
KWB is an exclusive distributor of new vehicle and parts within
Denmark and Sweden for original equipment manufacturers (OEMs),
including Peugeot, Citroen, and Opel, along with a range of other
Stellantis brands, Mitsubishi, Voyah, and Hongqi. The vast majority
(about 97%) of KWB's sales volume is from Stellantis brands. S&P
said, "We assume KWB will generate annual adjusted EBITDA of US$160
million-US$170 million (about one-third of our EBITDA estimate in
2025) and for the distribution business to generate higher EBITDA
margins (mid-teens percentage area) than GAHL's existing
operations, contributing to an increase in adjusted EBITDA margins
to about the mid-5% area. We also assume KWB will be a
capital-light business with good free cash flow conversion."

S&P said, "The negative outlook reflects our view of the
possibility that the company will sustain adjusted debt to EBITDA
above 5.5x beyond this year, potentially from poor execution
against GAHL targeted cost synergies, challenges that could arise
when integrating KWB, or more debt-funded acquisitions.

"We could lower our ratings on GAHL over the next 12 months if we
expect it will sustain S&P Global Ratings-adjusted debt to EBITDA
above 5.5x. This could result from lower-than-expected sales
volumes, operational missteps, a failure to realize and sustain the
cost savings from Lookers in our estimates, or further debt-funded
acquisitions.

"We could revise our outlook on GAHL to stable well within the next
12 months if financial results trend in line with our expectations,
such that we gain better earnings visibility to support our
forecast that leverage will returning to the low-5x area on a
sustainable basis."


GREAT HALL 2007-2: S&P Affirms 'BB+' Ratings on Class Ea/Eb Notes
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'A+ (sf)' credit ratings on Great
Hall Mortgages No. 1 PLC's series 2007-2 class Aa, Ab, Ac, Ba, Ca,
Cb, Da, and Db notes and 'BB+ (sf)' ratings on the class Ea and Eb
notes.

S&P said, "Since our previous review in March 2022, the performance
has deteriorated significantly with loan-level arrears increasing
to 22.5% from 10.98%, as of June 2024. Interest-only loans passed
their maturity date have also increased and are currently at 1.86%.
This deterioration has resulted in an increase in our
weighted-average foreclosure frequency assumptions across all
rating levels. This reflects mainly the increase in arrears,
especially in the 90+ days bucket reaching 14.5% at the loan level,
up from 5.8% at our previous review. However, the increase in
required credit coverage is partially offset by a decrease in
weighted-average loss severity assumptions, reflecting lower
current loan-to-value ratios at 47.2%, which have benefited from an
increase in house prices."

  Credit analysis results

  Rating
  Level   WAFF (%)  WALS (%)  Credit Coverage (%)

  AAA     38.71      24.60      9.52
  AA      33.55      16.02      5.37
  A       30.49       5.41      1.65
  BBB     27.07       2.29      0.62
  BB      22.96       2.00      0.46
  B       21.89       2.00      0.44

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.

The deterioration in performance is offset by an increase in credit
enhancement at all rating levels, driven by the increase in
prepayments. Constant payment rates since closing stand at 8.53%.

S&P said, "Under our cash flow analysis, the class Aa to Db notes
do not face any shortfalls at rating levels higher than the current
ratings. However, under our counterparty criteria, our ratings on
these classes of notes continue to be capped by the rating on the
guaranteed investment contract provider, Danske Bank
(A+/Negative/A-1). The transaction account does not have
replacement language, which introduces another rating cap on the
notes, at that of the transaction account provider, Bank of New
York Mellon (AA-/Stable/A-1+). Therefore, we have affirmed our 'A+
(sf)' ratings on the class Aa to Db notes.

"Under our cash flow analysis, the class Ea and Eb notes achieve
higher rating levels than the currently assigned ratings. However,
given the significant deterioration in performance, high percentage
of interest-only loans having their maturity date in the near term
(11.36% in 2026), and the tranches' junior position in the capital
structure, which exposes them to inherent tail risk, we have
affirmed our 'BB+ (sf)' ratings on the class Ea and Eb notes."

Great Hall Mortgages No. 1 PLC's series 2007-2 is backed primarily
by a pool of first lien buy-to-let mortgage loans secured on
properties in England and Wales.


IHS HOLDING: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has assigned IHS Holding Limited's (IHS) proposed
dual-tranche USD1 billion notes, with an expected maturity of 2030
and 2031, an expected 'B+(EXP)' senior unsecured rating. It has
also affirmed IHS's Long-Term Issuer Default Rating (IDR) at 'B+'.
The Outlook is Stable. The expected rating is in line with IHS's
other senior unsecured debt rated by Fitch and its IDR. The
Recovery Rating is 'RR4'.

The proceeds from the notes will be used to repay USD250 million
under its outstanding USD500 million 2026 senior notes, USD475
million under its outstanding USD940 million 2027 senior notes, and
USD190 million outstanding under its 2026 bilateral loan, with the
remainder after transaction costs and repayment of accrued interest
to be retained as cash on the balance sheet. Fitch expects the
transaction to be broadly leverage-neutral.

Final ratings are contingent on the receipt of final documentation
conforming to information already received.

IHS's rating is constrained by a large EBITDA contribution from the
company's Nigerian operations, which along with its other markets
raise risks to cashflow and leverage. Rating strengths are its
leading position in its main markets, strong sector growth
prospects, long-term, contractual revenue streams, and moderate
leverage. The rating is further supported by the comprehensive
renewal and extension of contracts with MTN, its largest customer,
through to at least December 2032 along with lower-than- expected
initial churn. These factors are expected to mitigate any
refinancing risk in the medium term.

Key Rating Drivers

Operating Environment Affects Rating: About 58% of 9M24 revenue was
generated in Nigeria, which has high operating environment risk, as
reflected in its 'B-' sovereign rating. Even in the absence of
transfer and convertibility risks, Fitch deems the ratings of
corporates operating in these markets being constrained by the
sovereign rating. Fitch believes that fragile economic structures
and uncertain regulation may negatively affect IHS's business
profile. Its rating thresholds for IHS are, therefore, tighter than
for peers operating in developed markets.

Country Ceiling Not a Constraint: Fitch uses its Non-Financial
Corporates Exceeding the Country Ceiling Criteria to assess the
risk from the currency mismatch between cash flow and debt (mostly
in US dollars) as well as transfer and convertibility risks. Fitch
determines IHS's effective Country Ceiling at 'BB', in line with
South Africa's.

Leverage to Increase: Fitch expects the new proposed USD1 billion
notes to be broadly leverage-neutral, with pro-forma
company-defined 3Q24 EBITDA net leverage at the top end of its
target of 3.0x-4.0x. However, Fitch still expects Fitch-defined net
leverage to increase to 4.5x at end-2024 from 3.3x at end-2023,
driven by a decline in EBITDA stemming from Nigerian naira
devaluation over the course of 2024 and higher interest payments.

Leverage Headroom: Fitch expects IHS to maintain some leverage
headroom versus the downgrade threshold of 5.5x for the rating. Its
base case assumes leverage will gradually decline from its peak in
2024, driven by organic growth drivers and lower capex. The
reduction in capex will be driven by completion of green energy
projects and planned cut-backs in both discretionary and
non-discretionary capex. Deleveraging may be accelerated if IHS
uses any disposal proceeds for debt repayments.

All MLAs with MTN Renewed: In August 2024, IHS announced it had
renewed and extended all master lease agreements (MLAs) with MTN
across Africa. The renewal covers 25,732 MTN's tenancies out of a
total of 59,312 tenancies held by IHS as of 30 June 2024, resulting
in secured revenue from MTN to December 2032 in the Nigerian market
and to 2033-2034 in the other markets. Within these, IHS also
renewed 1,430 MTN Nigeria's tenancies out of 2,500 that were
previously earmarked to expire.

IHS's total contracted revenue adjusted for all tower MLAs with MTN
Nigeria renewed and extended in August 2024 amounted to USD12.3
billion with a weighted average tenant term of 8.1 years as of 30
June 2024.

Updated Contract Terms Credit-Positive: The contracts with MTN
include updated financial terms, which cover Nigerian naira and US
dollar CPI-linked components, foreign-exchange (FX) reset
components, and a new component linked to the cost of diesel power.
The latter provides a direct hedge against volatility in diesel
prices. Fitch deems the updated terms as credit-positive.

Naira Devaluation Hits 2024 Performance: In June 2023, the Nigerian
Central Bank announced a unification of naira FX rates, moving from
a system of multiple exchange rates to a single market rate.
Following the change, the naira closed end-June 2023 at 753 to the
US dollar, up 65% from the previous month. The currency has further
devalued to currently approximately 1,653 to the US dollar.

While IHS's contracts include (semi-annual or annual) CPI
escalators and (mostly quarterly) FX resets, Fitch expects timing
delays in resets and ongoing devaluation to lead to a high
double-digit revenue decline in 2024. This will offset organic
growth as a result of co-location, lease amendments, and build to
suit. Fitch forecasts IHS to return to growth in 2025 if the pace
of devaluation continues to slow. The impact on EBITDA will be less
pronounced, but still significant, as a high proportion of local
operating expenses is incurred in naira. IHS has noted improved US
dollar liquidity availability due to rate unification, aiding in
extracting US dollar cash to the holding company.

Organic Growth Drivers: IHS operates across emerging markets that
have sparser network footprints than in Europe and are typically
under-penetrated in both mobile users and high-speed technologies,
like 4G or 5G. At end-2023, 4G availability across IHS's markets
was 45%, which is about half of that in Europe, while 5G
penetration was just 3%. These rates will continue to move towards
European levels, which together with continued population growth
will drive operators to invest in network capacity and spur
expansion for IHS. However, higher-speed technologies will require
network densification to be effective.

Derivation Summary

IHS's ratings are constrained by the operating environment of the
market it operates in. Absent operating-environment considerations,
IHS's business and financial characteristics would be consistent
with a higher rating. Fitch benchmarks IHS's ratings against a wide
group of peers that include various emerging-market telecoms
infrastructure and integrated operators.

IHS's closest peer is Helios Towers Plc (HT; B+/Positive), a tower
company focused on emerging markets with a significant African
presence and high exposure to the Democratic Republic of Congo with
a fairly weak operating environment although HT has higher leverage
than IHS.

Axian Telecom (B+/Stable), an integrated Africa-focused telecom
operator, is present in countries with a similarly weak operating
environment. Compared with Axian, IHS has a higher debt capacity at
the 'B+' rating due to lower business risk, given the
infrastructure nature of its business and less intense market
competition.

Except for its weaker operating environment, IHS shares some
operating and financial characteristics with its investment-grade
international peers, such as American Tower Corporation
(BBB+/Stable), Cellnex Telecom S.A. (BBB-/Stable) or PT Profesional
Telekomunikasi Indonesia (BBB/Stable). These include revenue
visibility and stability from long-term contracts with periodic
escalators, favourable industry dynamics, high barriers to entry,
high EBITDA margins, low maintenance capex, high cash flow
generation potential and moderate leverage.

Key Assumptions

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

- Revenue to decline 20% in 2024 followed by low to mid-single
digit growth for 2025-2028

- Fitch-defined EBITDA margin at 44%-48% over the next four years

- Annual capex at about USD300 million-USD400 million until 2026

- No dividends or acquisitions for the next four years

Recovery Analysis

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

- A 10% administrative claim

- The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level on which Fitch bases the valuation
of IHS

- The GC EBITDA is estimated at USD700 million

- Enterprise value multiple of 5.5x

According to Fitch's Country-Specific Treatment of Recovery Ratings
Criteria, the Recovery Rating for corporate issuers in Nigeria is
capped at 'RR4'. Therefore, the Recovery Rating for the proposed
senior unsecured notes is 'B+(EXP)'/'RR4', which is consistent with
the current senior unsecured debt rating. Waterfall- generated
recovery computation output percentage is 50%.

RATING SENSITIVITIES

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

- Improvement in the operating environment of the countries in
which IHS operates or a positive change in the geographical mix of
cash flows

- Fitch-defined EBITDA net leverage below 4.5x on a sustained
basis, together with EBITDA interest coverage greater than 3.0x

- Cash flow from operations (CFO) less capex/debt above 5.0% on a
sustained basis

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

- Downward revisions of the sovereign Country Ceilings of the
countries IHS operates in, which could lead us to revise its
applicable Country Ceiling

- Fitch-defined EBITDA net leverage above 5.5x on a sustained basis
or EBITDA interest coverage below 2.5x

- Weak free cash flow (FCF) due to limited EBITDA growth, higher
capex and shareholder distributions, or adverse changes to the
group's regulatory or competitive environment

- Further material devaluation of naira or erosion of EBITDA
generated in Nigeria due to the weak operating environment

- Liquidity risks including challenges in moving cash out of
operating companies to IHS to service offshore debt

- CFO less capex/debt below 3.3% on a sustained basis

Liquidity and Debt Structure

Sufficient Liquidity: IHS held USD397 million of cash and cash
equivalents at end-3Q24, with access to an undrawn revolving credit
facility (RCF) of USD300 million maturing in 2026. The company also
has access to a NGN55 billion (approximately USD33.5 million) RCF,
maturing in 2026, which was largely drawn at end-3Q24.

Fitch expects interest coverage covenant headroom to tighten at
end-2024 and to improve thereafter, with increasing EBITDA and
declining debt. Its base case assumes FCF to be constrained by
weaker EBITDA in 2024 and high interest costs to 2028 that will be
offset by lower capex. However, leverage remains well within the
rating band, and the discretionary nature of capex will support
future refinancing efforts.

Well-Spread Maturity Profile: Post-refinancing, which comes just
after its October 2024 USD439 million-equivalent refinancing of its
USD430 million 2025 maturity, IHS will have its maturity profile
evenly spread till 2031, with annual maturities of USD550 million
to USD640 million. Fitch expects the 2026 maturities, including the
undrawn RCF, to be refinanced early in 2025. Further changes in the
debt structure are a possibility, considering IHS's strategy to
reduce US dollar-denominated debt in the capital structure through
swapping debt into local currency or repayment through asset
sales.

Issuer Profile

IHS is a tower company with operations in 10 countries across
Africa, the Middle East and South America. The company owns and
leases out over 40,000 mobile towers.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt              Rating                Recovery   Prior
   -----------              ------                --------   -----
IHS Netherlands
Holdco BV

   senior unsecured   LT     B+     Affirmed          RR4    B+

IHS Holding Limited   LT IDR B+     Affirmed                 B+

   senior unsecured   LT     B+(EXP)Expected Rating   RR4

   senior unsecured   LT     B+     Affirmed          RR4    B+

LOLA POST: Begbies Traynor Named as Joint Administrators
--------------------------------------------------------
Lola Post Production Ltd was placed in administration proceedings
in the Court of Justice, Court Number: CR-2024-006520, and Robert
Ferne and Jeremy Karr of Begbies Traynor (Central) LLP were
appointed as administrators on Oct. 30, 2024.  

Lola Post is in the media business.

Its registered office is at Palladium House 5th Floor, Palladium
House, 1-4 Argyll Street, London, England, W1F 7TA.  

The joint administrators can be reached at:

             Robert Ferne
             Jeremy Karr
             Begbies Traynor (Central) LLP
             31st Floor, 40 Bank Street
             London, E14 5NR

For further details, contact:

             David Hetherington
             Begbies Traynor (London) LLP
             Email: David.Hetherington@btguk.com
             Tel No: 020 7516 1500


LYJON CO: Opus Restructuring Named as Joint Administrators
----------------------------------------------------------
Lyjon Co. Limited was placed in administration proceedings in In
the High Court Manchester District Registry, Business and Property
Courts, Court Number: CR-2024-001239, and Ian McCulloch and Lisa
Ion of Opus Restructuring LLP were appointed as administrators on
Nov. 5, 2024.  

Lyjon Co. engages in construction activities.

Its registered office and principal trading address is at  Unit
16-18 Telford Road, Ellesmere Port, CH65 5EU.

The joint administrators can be reached at:

             Ian McCulloch
             Lisa Ion
             Opus Restructuring LLP
             Mount Suite, Rational House
             32 Winckley Square, Preston
             Lancashire, PR1 3JJ

For further information, contact:
           
             Maria Price
             Email: maria.price@opusllp.com
             Tel No: 01772 669 862


MBU CAPITAL: Begbies Traynor Named as Joint Administrators
----------------------------------------------------------
MBU Capital Group Limited was placed in administration proceedings
in the High Court of Justice Birmingham Business & Property Courts,
Court Number: CR-2024-BHM-000633, and Wayne MacPherson and Jamie
Taylor and Andrew Fender of Begbies Traynor (Central) LLP, were
appointed as administrators on Oct. 30, 2024.  

MBU Capital engages in personal service activities.

Its registered office is at 167-169 Great Portland Street, 5th
Floor, London, W1W 5PF.  Its principal trading address is at the
Cottage, Wych Elm House, Wych Elm Lane, Welwyn, Hertfordshire, AL6
0BN.

The joint administrators can be reached at:

             Wayne MacPherson
             Begbies Traynor (Central) LLP
             1066 London Road, Leigh-on-Sea
             Essex, SS9 3NA

             -- and --

             Andrew Fender
             Sanderlings LLP
             Sanderlings, Becketts Farm
             Alcester Road, Birmingham
             B47 6AJ

             -- and --

             Jamie Taylor
             Begbies Traynor (Central) LLP
             1066 London Road, Leigh-on-Sea
             Essex, SS9 3NA

For further details, contact:

             Laura Clarke
             Email: info@sanderlings.co.uk
             Tel No: 01564 700 052


MCGREGOR LOGISTICS: Forvis Mazars Named as Joint Administrators
---------------------------------------------------------------
Mcgregor Logistics Ltd was placed into administration proceedings
in the High Court of Justice Business and Property Court in
Manchester, Insolvency and Companies List (ChD), Court Number:
CR-2024-6505, and Patrick Lannagan and Conrad Alexander Pearson and
Adam Harris of Forvis Mazars LLP were appointed as administrators
on Oct. 30, 2024.  

Mcgregor Logistics specializes in freight transport by road.

Its registered office and principal trading address is at McGregor
House, Warmsworth Halt Industrial Estate, Warmsworth, Doncaster,
South Yorkshire, DN4 9LS.

The joint administrators can be reached at:

             Patrick Lannagan
             Conrad Alexander Pearson
             Forvis Mazars LLP
             One St Peter’s Square
             Manchester M2 3DE

             -- and --

             Adam Harris
             Forvis Mazars LLP
             30 Old Bailey
             London EC4M 7AU

For further details, contact

              The Joint Administrators
              Tel No: +44 (0) 161 238 9281

Alternative contact: Nish Bajaj



MEDAZUR MEDICAL: FRP Advisory Named as Administrator
----------------------------------------------------
Medazur Medical Clinic Ltd was placed in administration proceedings
in the High Court of Justice, Court Number: CR-2024-006700, and
Glyn Mummery of FRP Advisory Trading Limited, was appointed as
administrator on Nov. 7, 2024.  

Medazur Medical Clinic engages in general medical practice
activities.

Its registered office is at 676-678 High Road, Leytonstone, London,
E11 3AA in the process of being changed to FRP Advisory Trading
Limited, Jupiter House, Warley Hill Business Park, The Drive,
Brentwood, CM13 3BE.  Its principal trading address is at  676-678
High Road Leytonstone, London, E11 3AA.

The joint administrators can be reached at:

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

For further information, contact:
           
             The Joint Administrators
             Tel No: 01277 50 33 33

Alternative contact:

              Addison Davis
              Email: p.brentwood@frpadvisory.com.


OCS PARCO: S&P Assigns Prelim. 'B' Long-Term ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit ratings to U.K.-based facility management provider OCS Parco
Ltd. and its financial subsidiary OCS Group Investments Ltd., which
is also the borrower of the new TLB. S&P also assigned a
preliminary 'B' issue rating based on the recovery rating of '3
(50%)' to the company's proposed GBP860 million-equivalent senior
secured TLB.

The stable outlook reflects our expectations that mid-single-digit
organic growth and EBITDA margins of about 7% from 2025 should
support positive FOCF, FFO to cash interest coverage of about 2.0x,
and S&P Global Ratings-adjusted leverage of about 6.3x. This is
also based on our assumption of moderate working capital outflows
and a supportive financial policy.

OCS is seeking to refinance its existing debt by issuing syndicated
debt of GBP860 million.   OCS is issuing a GBP860 million TLB to
refinance its existing debt, fund acquisitions, and pay transaction
costs. Our adjusted debt for fiscal 2025 includes the GBP860
million-equivalent TLB, outstanding factoring liabilities of about
GBP130 million, and other liabilities of about GBP26 million.

S&P said, "We note that Clayton, Dubilier & Rice, LLC (CD&R) has
provided equity at OCS Group Topco Ltd. in the form of ordinary and
preferred shares. We view these as equity-like in line with our
criteria for treatment of noncommon equity, and as a result
excluded this financing from our financial analysis, including our
leverage and coverage calculations."

Bolt-on acquisitions form an integral part of OCS' growth story.  
OCS merged with Servest in February 2023. Servest is the former
U.K. and Ireland, and Asia-Pacific operations of Atalian, and its
specialist automotive services division Aktrion. The combination
creates a scalable facility management provider with more than GBP2
billion of sales. The synergies between OCS and Servest largely
relate to procurement and people cost savings and OCS has completed
75% of the planned GBP40 million of cost synergies. Since 2023, the
company has completed further bolt-on acquisitions (including
Accuro and Profile) and has an active pipeline. S&P said, "We
assume about GBP18 million of realized synergies in 2024 from the
merger of OCS and Servest, followed by an additional GBP12 million
in 2025. We also expect about GBP10 million of synergies from the
acquisitions that are under exclusive negotiations, largely relate
to cost savings from procurement and people cost savings."`

S&P said, "We assess the business risk profile as fair.   Our
business risk profile assessment reflects OCS' strong market
position in a relatively large and resilient U.K. facility
management (FM) market where the company sits in the No. 2
position. While OCS offers single and bundled services, it derives
about 30% of its sales from integrated FM services, mostly from the
U. K. where it cross sells high-margin services. About 40% of the
U.K sales are from the integrated FM services, 41% from soft
services, and the remaining 19% from hard services. The underlying
organic growth in the U.K. market remains stable with new contract
wins and pricing power, a trend that we expect will continue,
fueled by increasing demand of outsourcing these services.

"Furthermore, we think that OCS' competitive position benefits from
its longstanding customer relationships."  Most of OCS' contracts
are multi-year (three-five years) with high retention rates above
93%. About 60% of OCS' contracts include cost-pass through
mechanisms to pass on wage inflation to customers. About 32% are
reviewed annually for price increases. OCS benefits from a
relatively variable and revenue-linked cost base and low capital
investment requirements (about 1.0%-1.5% of sales) to scale up to
accommodate volume fluctuations. Also, OCS benefits from transfer
of undertakings regulations in the U.K., which allows most of the
labor to transfer to a new provider on successfully winning a
contract and so limiting labor shortfalls. If there is a labor
shortfall, OCS can leverage flexible working arrangements and a
deep existing labor pool to better match demand.

The company also derives about 35% of its sales from attractive
government markets, where barriers to entry are relatively high.
OCS benefits from a relatively low exposure to more volatile U.K.
commercial office space, and thereby witnessed lower volatility in
sales during the COVID-19 pandemic given the element of
nondiscretionary services in its portfolio. The merger of OCS and
Servest adds to the scale, enabling access and capabilities to
larger contracts and government frameworks. The combination of
service capability across soft and hard FM services, enables OCS to
provide bundled and integrated FM (IFM) contracts.

The company's exposure to the fragmented and competitive FM
services market and OCS' relatively small scale and limited
geographic diversification relative to peers, despite its recent
acquisitions, mitigate the strengths.   S&P said, "Despite its
strong position in the U.K. market, we view OCS' revenue and EBITDA
scale as small relative to large international peers such as ISS
A/S and Spie S.A. ISS generated revenue of EUR10.6 billion in 2023
and Spie about EUR8.8 billion. While OCS presence in international
markets has improved, specifically in the Asia-Pacific region
(notably Thailand), we consider its geographic diversification as
limited as it still derives more than 70% of its revenue from the
U.K."

S&P said, "We forecast that adjusted EBITDA will improve
significantly from 2025.   OCS incurred higher exceptional costs in
2023 (about GBP41 million, inclusive of GBP17 million of
transaction related costs) following the merger with Servest in
February 2023. While we expect these costs to decline and
eventually phase out, S&P Global Ratings-adjusted EBITDA margins
are undermined by some exceptional costs in 2024 (about GBP20
million-GBP22 million) and 2025 (GBP13 million-GBP15 million). We
forecast adjusted EBITDA margins in the range of 7.0%-7.2% from
2025, compared to 6.0% in 2024.

"We forecast FOCF to turn positive from 2025.   Our forecast
indicates positive FOCF of about GBP30 million in 2025, and about
GBP50 million in 2026, primarily based on a material improvement in
EBITDA from the realization in synergies and the reduction in
one-offs, moderate working capital outflows, full-year EBITDA
contribution from acquisitions completed in 2024, as well as
realization of synergies and reduction in exceptional costs. As a
result, we expect FFO cash interest coverage to be about 2.0x from
2025. That said, our forecasts remain sensitive to improvement in
EBITDA and cash flows, and we note that there is limited headroom
for underperformance.

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

"The stable outlook reflects our expectations of material EBITDA
margin improvement from 2025, resulting in positive FOCF, FFO to
cash interest coverage of about 2.0x, and S&P Global
Ratings-adjusted leverage of about 6.3x."

S&P could lower the ratings on OCS if:

-- The company underperformed our forecasts, resulting in
sustained negative FOCF absent material earnings growth. This could
occur if the company incurred higher-than-expected exceptional
costs for integration of Servest business or for future
acquisitions. This could also occur if the company fails to deliver
organic growth in line with our expectations;

-- S&P no longer expects FFO cash interest coverage of about 2.0x;
or

-- The company adopted a more aggressive financial policy, with
debt-funded acquisitions or shareholder friendly returns that
increased leverage material above our current expectations.

Although unlikely in the near term, S&P could raise the ratings if
the group's sponsor commits to a less aggressive financial policy,
and it expects debt to EBITDA to fall materially and sustainably
below 5.0x.

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of OCS. Our assessment
of the company's financial risk profile as highly leveraged
reflects corporate decision-making that prioritizes the interests
of the controlling owners, in line with our view of most rated
entities owned by private-equity sponsors. Our assessment also
reflects generally finite holding periods and a focus on maximizing
shareholder returns."


SOPHOS INTERMEDIATE I: Fitch Alters Outlook on 'B' IDR to Stable
----------------------------------------------------------------
Fitch Ratings has revised Sophos Intermediate I Limited's (Sophos)
Outlook to Stable from Positive while affirming its Long-Term
Issuer Default Rating (IDR) at 'B'. This follows a planned USD650
million add-on tranche to its existing first-lien debt facilities
to fund the acquisition of Secureworks Inc. and associated
transaction costs. The acquisition is expected to close in early
2025.

The Outlook revision reflects the impact of the acquisition on
Fitch-defined EBITDA leverage, Fitch-defined EBITDA interest
coverage, and Fitch-defined cash flow from operations (CFO) less
capex/total debt, which Fitch now expects to remain within their
'B' sensitivities over the next two to three years. Secureworks has
negligible, although improving, organic EBITDA. Improvements to
Sophos's credit metrics will be reliant on the effective
integration of the Taegis platform into the wider Sophos ecosystem
and realisation of a material portion of synergies by FY26
(year-end February).

Sophos's ratings remain supported by its strong position in
end-point and network security solutions for small-to-medium-sized
businesses (SMB) and the middle-market segment. However, the
ratings also reflect inherent risks of primarily supplying to SMBs,
which typically suffer from greater volatility throughout the
cycle.

Key Rating Drivers

Debt-Funded Acquisition: Sophos has announced the acquisition of
Secureworks, a global managed detection and response (MDR) service
provider, for USD859 million. The acquisition will be 75% funded
with USD650 million of incremental first-lien term loan add-on and
the rest with cash on balance sheet. This aligns with expectations
for private equity-owned, mature cash-generative businesses in the
sector. Sophos will also extend the maturity of its USD125 million
revolving credit facility (RCF) to December 2026 on existing
terms.

Synergies Support Deleveraging: Fitch forecasts FY25 EBITDA
leverage to rise to 7.6x (pro-forma 6.6x) at acquisition close,
before falling to 6.3x in FY26 and 5.6x by FY27, supported by
improved performance at Sophos and on the Taegis platform as
migration challenges from legacy services abate. Future leverage
will be fully aligned with the 'B' rating thresholds. Fitch expects
Fitch-defined EBITDA margin on Secureworks, including material cost
synergies, to trend towards mid-20%s, in line with Sophos's by
FY28. Costs to achieve synergies are primarily non-recurring
severance costs.

Moderate Execution Risks:  Secureworks' activities align with
Sophos's existing business operations. However, the former has been
undergoing a significant re-platforming from legacy managed
security services to the Taegis platform, resulting in losses since
year-end January 2023, while Sophos has also been driving
efficiencies. Fitch forecasts flat Fitch-defined EBITDA (before any
synergies) for Secureworks in FY25. Meaningful gains in EBITDA
margin driven by new logos and synergies entail execution risk, but
majority shareholder Thoma Bravo has demonstrated success in
achieving synergies in past acquisitions.

Enhanced Product Portfolio: Sophos has been expanding its MDR
services, expected to reach around 15% of annual recurring revenue
(ARR) by FY25. However, MDR remains a small contributor to
recurring revenue relative to its core security expertise.
Secureworks' Taegis platform will be integrated into Sophos
Central, strengthening Sophos's capabilities and improving
portfolio breadth faster than is organically feasible.

The platform brings a holistic set of managed services, 1,900
customers (end-1HFY25), with 87% of revenues from subscriptions, a
gross margin of around 74%, and a retention rate in the mid-80%s.
Fitch sees minimal customer overlap, negating the risk of revenue
cannibalisation.

Demand for Managed Services: MDR and incident response are a key
strategic focus for Sophos. The market is expected to see
double-digit growth 2023-2028, driven by increasingly complex
cybersecurity threats. 24/7 professional support, leveraging
personnel and automated solutions are ideal for SMBs that need a
comprehensive solution but cannot afford an in-house cybersecurity
team. A channel-centric and sophisticated MDR platform should
enable swift and cost-effective scaling up. Fitch also sees
cross-sell and up-sell opportunities into Sophos's existing
customer base, but do not include them in its forecasts.

Robust FCF Generation: Sophos has a stable, cash-generative
business, driven by a high portion of recurring revenues, upfront
billings, and low capex requirements. Fitch expects weaker
Fitch-defined free cash flow (FCF) in FY25 due to non-recurring
cost savings, continued high cash interest costs, and remaining
non-recurring costs from cost-optimisation initiatives and
acquisition-related transaction costs. However, Fitch estimates
Fitch-defined FCF margin to be in the high single digits to low
mid-teens for FY26-FY28.

Further Bolt-on M&A Possible: Fitch believes excess cash flow will
likely be deployed on bolt-on M&A rather than debt prepayment or
dividends, as Sophos continues to generate healthy FCF while aiming
to defend its niche leadership. Such deals allow Sophos to enhance
its products by acquiring technology and expertise, opening new
product channels, continuing innovation, and maintaining healthy
customer retention. However, with high multiples in the sector, the
impact of debt-funded acquisitions will depend on EBITDA accretion
(including synergies) from such transactions.

Derivation Summary

Sophos's operating profile compares well with that of other
mid-sized cyber security companies, in particular Imperva Inc. and
Leia Finco US LLC (Darktrace, B/Stable), although Sophos benefits
from lower leverage. Solid cash flow generation, supported by
healthy deleveraging capacity from EBITDA growth, allows Sophos to
operate with a high leverage for the rating.

Larger cyber security companies such as Gen Digital Inc.
(BB+/Negative) and Citrix Systems, Inc. benefit from their larger
scale and have notably lower leverage.

Key Assumptions

- Revenue growth of 2.5% in FY25 and mid-single digits in
FY26-FY28, supported by industry growth and growth in managed
services following the acquisition of Secureworks

- Fitch-defined EBITDA margin declining to 27% in FY25 and 24% in
FY26 before stabilising at 26% by FY28. This is supported by
revenue growth, near-term margin dilution from the acquisition of
Securworks and some normalisation of costs in sales and marketing
and research and development. Realisation of synergies will help
margin expansion in later years

- Changes in deferred revenue before funds from operations (FFO) at
around USD40 million-USD45 million in FY26-FY28

- Capex at 1.2% of revenue in FY25-FY28

- Annual working-capital outflow at 4.5% of sales in FY25 and 4.0 %
in FY26-FY28

- Securworks acquisition to be funded in FY25, with full year of
revenue and EBITDA contribution from FY26

RECOVERY ASSUMPTIONS

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

Fitch estimates that the post-restructuring GC EBITDA
(Fitch-defined) would be around USD180 million. Fitch would expect
a default to come from a secular decline or a decline in revenue
and EBITDA following reputational damage or intense competitive
pressure.

An enterprise value (EV) multiple of 6.5x is applied to the GC
EBITDA to calculate a post-reorganisation EV. The multiple is
higher than the median technology, media and telecoms EV multiple,
but is in line with that of other similar software companies with
strong FCF characteristics. The post-restructuring EBITDA accounts
for Sophos's scale, its customer and geographical diversification,
as well as its exposure to secular growth in the cyber security
market.

Fitch has factored in 10% of administrative claims for bankruptcy
and associated costs and assumed the RCF to be fully drawn, as per
Fitch's criteria. This leads to a distressed EV of USD1.05
billion.

Its waterfall analysis generates a ranked recovery for the senior
secured debt in the 'RR3' band, indicating a 'B+' rating on
Sophos's US dollar and euro term loans. The waterfall analysis
output percentage on current metrics and assumptions is 54%.

Following the completion of the USD650 million term loan B (TLB)
add-on and closing of the acquisition of Secureworks, Fitch expects
to revise the GC EBITDA to USD240 million (resulting in a
distressed EV of USD1.4 billion) factoring in some of the synergies
Fitch expects from the Secureworks acquisition. Fitch expects the
waterfall-generated recovery computation to remain at 54%, keeping
the senior secured debt rating unchanged at 'B+'/'RR3'.

RATING SENSITIVITIES

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

- Solid EBITDA margin progression and evidence of some commitment
to deleveraging resulting in EBITDA leverage below 5.5x on a
sustained basis

- CFO less capex/total debt with equity credit consistently above
7.5%

- EBITDA interest coverage consistently above 2.5x

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

- A weakening market position, as underscored by slowing revenue
growth or increasing customer churn

- Material EBITDA margin compression and/or more aggressive capital
allocation driving EBITDA leverage above 7.0x on a sustained basis

- CFO less capex/total debt with equity credit below 5% on a
sustained basis

- EBITDA interest coverage consistently below 1.5x

Liquidity and Debt Structure

Comfortable Liquidity: Fitch forecasts FY25 cash of USD150 million,
rising to around USD225 million by FY26, including Revenue and
EBITDA from the first full year of the acquisition. Sophos also has
an undrawn USD125 million RCF. Fitch expects liquidity to remain
comfortable, as Sophos typically benefits from a cash-generative
business model, as demonstrated by positive FCF generation and a
prudent approach to cash management.

Interest on its debt is variable, with cash interest costs
remaining high in FY25. However, Fitch expects interest costs will
benefit from falling base rates. The RCF will be extended to
December 2026, on completion of the acquisition. The amortising
senior secured term loans are due in 2027. Refinancing risk is
manageable as FCF will remain positive despite higher interest
costs.

Issuer Profile

Sophos is a provider of next-generation cyber security solutions,
spanning end-point and next-generation firewall, cloud security,
server security, and managed threat response.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt                Rating        Recovery   Prior
   -----------                ------        --------   -----
Sophos Holdings
S.A.R.L.

   senior secured       LT     B+ Affirmed    RR3      B+

Sophos Intermediate
I Limited               LT IDR B  Affirmed             B

Sophos Holdings, LLC

   senior secured       LT     B+ Affirmed    RR3      B+


SQIB LIMITED: Begbies Traynor Named as Joint Administrators
-----------------------------------------------------------
SQIB Limited was placed into administration proceedings in In the
High Court of Justice Business and Property Courts of England and
Wales in London, Insolvency and Companies List (ChD), Court Number:
CR-2024-006706, and Paul Appleton and Adam Shama and Paul Cooper of
Begbies Traynor (London) LLP were appointed as administrators on
Nov. 7, 2024.  

SQIB Limited’s registered office is at 45 Westerham Road,
Sevenoaks, Kent, TN13 2QB.

The joint administrators can be reached at:

             Paul Appleton
             Adam Shama
             Paul Cooper
             Begbies Traynor (London) LLP
             31st Floor, 40 Bank Street
             London, E14 5NR

For further details, contact:

             Eleanor Ewles
             Begbies Traynor (London) LLP
             Email: as-team@btguk.com
             Tel No: 020 7400 7900

Alternative contact:

             Sarah Dorkin
             Email: cp.newcastle@frpadvisory.com


TOTAL HOMES: Quantuma Advisory Named as Joint Administrators
------------------------------------------------------------
Total Homes (Bromley) Ltd was placed in administration proceedings
in the High Court of Justice Business and Property Courts of
England & Wales Court, Court Number: CR-2024-006185, and Nicholas
Charles Simmonds and Chris Newell of Quantuma Advisory Limited were
appointed as administrators on Oct. 28, 2024.  

Total Homes (Bromley) engages in the construction of domestic
buildings.

Its registered office is at 34 Westway, Caterham, Surrey, CR3 5TP
and it is in the process of being changed to 1st Floor, 21 Station
Road, Watford, Hertfordshire, WD17 1AP.  Its principal trading
address is at 34 Westway, Caterham, Surrey, CR3 5TP.

The joint administrators can be reached at:

              Nicholas Charles Simmonds
              Chris Newell
              Quantuma Advisory Limited
              1st Floor, 21 Station Road
              Watford, Herts, WD17 1AP

For further details, contact:

               Glenn Adams
               Email: Glenn.Adams@quantuma.com
               Tel No: 01923 954172


WEALTHTEK LIMITED: BDO LLP Named as Administrator
-------------------------------------------------
Wealthtek Limited Liability Partnership, trading names Trading
Name: WealthTek, Vertem Asset Management and Malloch Melville, was
placed in administration proceedings in In the High Court of
Justice, Business and Property Courts of England and Wales, Court
Number: CR-2023-001772, and Kirsty McMahon of BDO LLP was appointed
as administrators on Oct. 14, 2024.  

Wealthtek Limited fka Vertus Asset Management LLP specializes in
wealth management.

Its registered office is at  C/O BDO LLP, 5 Temple Square, Temple
Street, Liverpool, L2 5RH.  Its principal trading address is at
Cobalt 8, 14 Silver Fox Way, Cobalt Business Park, Newcastle Upon
Tyne, NE27 0QJ.

The administrators can be reached at:

             Kirsty McMahon
             BDO LLP
             55 Baker Street, London
             W1U 7EU

For further details, contact:

             Brooke Phillips
             Email: wealthtek@bdo.co.uk
             Tel No: +44 (0)151 351 4700



                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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