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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

          Monday, November 25, 2024, Vol. 25, No. 236

                           Headlines



A U S T R I A

ADDIKO BANK: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable


F R A N C E

ETNA FRENCH: S&P Assigns Preliminary 'B-' Rating, Outlook Stable
FINANCIERE CHIONE: S&P Assigns 'B' Long-Term ICR, Outlook Stable
SANTE CIE: S&P Assigns 'B' Rating to EUR735MM Term Loan B
VIRIDIEN SA: Fitch Affirms 'B' LongTerm IDR, Outlook Stable


G E R M A N Y

STEPSTONE GROUP: S&P Assigned Prelim 'B' ICR; Outlook Stable
TUI CRUISES: Fitch Hikes LongTerm IDR to 'BB-', Outlook Stable
WEPA HYGIENEPRODUKTE: S&P Raises LT ICR to 'BB-', Outlook Positive


I R E L A N D

CONTEGO CLO XI: S&P Assigns B- (sf) Rating to Class F-R Notes
HARVEST CLO XXXIII: S&P Assigns B- (sf) Rating to Class F Notes
HAYFIN EMERALD V: Fitch Assigns B-sf Final Rating to Cl. F-R Notes


I T A L Y

A-BEST 25: Fitch Assigns 'BB(EXP)sf' Rating to Class X Notes
FLOS B&B ITALIA: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
MUNDYS SPA: S&P Affirms 'BB+/B' ICRs, Outlook Stable
OMNIA DELLA: Fitch Assigns Final 'B' LongTerm IDR, Outlook Stable


R O M A N I A

CEC BANK: Fitch Assigns 'BB(ExP)' Rating to Sr. Non-Preferred Notes


R U S S I A

UZAUTO MOTORS: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable


S P A I N

ABERTIS FINANCE: Fitch Rates New Hybrid Notes 'BB+(EXP)'
HYPESOL SOLAR: S&P Cuts Underlying Rating to B- on Tight Liquidity
LUGO FUNDING: S&P Assigns Prelim BB- (sf) Rating to F-Dfrd Notes


S W E D E N

NORTHVOLT AB: Swedish Battery Maker Files for Chapter 11


U N I T E D   K I N G D O M

CD&R GALAXY UK: Fitch Cuts LT IDR to 'CCC-'; On Watch Negative
DECHRA TOPCO: S&P Assigns Preliminary 'B-' ICR, Outlook Stable
SIGMA FINANCE CORP: Receivers Provide Update to Beneficiaries
VEDANTA RESOURCES: S&P Places 'B-' Long-Term ICR on Watch Positive

                           - - - - -


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A U S T R I A
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ADDIKO BANK: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Addiko Bank AG's (Addiko) Long-Term
Issuer Default Rating (IDR) at 'BB'. The Outlook is Stable. Fitch
has also affirmed Addiko's Viability Rating (VR) at 'bb'.

Key Rating Drivers

Addiko's Long-Term IDR and VR reflect its company profile as a
specialised lender focused on unsecured lending to retail clients
and small businesses in south-eastern Europe (SEE). The VR also
reflects the group's improved risk profile and asset quality,
modest profitability and solid capitalisation. Liquidity and
funding are rating strengths. The Stable Outlook reflects its view
that economic conditions, including labour market indicators, in
Addiko's largest markets should remain resilient in the next two
years.

Focus on SEE: Addiko operates in SEE, including in countries with
more volatile and less advanced economies as well as moderately
developed banking sectors and capital markets. This is somewhat
mitigated by limited geographic diversification across the region
and a highly developed regulatory and legal framework in Austria,
where the bank is headquartered and key corporate functions
including liquidity management are centralised.

Niche Business Model: Its assessment of Addiko's business profile
balances the group's small but growing franchise, which Fitch
believes has a critical mass in all markets. It also reflects
Addiko's positioning as a challenger, with clear unique selling
points (speed and modern digital offering), which affords the group
some pricing power. Execution of the bank's business plan and
strategy benefit from management's knowledge of local markets and
record in its key banking segments. Its assessment also reflects
Addiko's smaller scale and a less diversified business model
compared with larger peers.

Unsecured Lending: Addiko's risk profile assessment is driven by
its exposure to unsecured consumer and SME lending in SEE and is
supported by improving operating conditions in most of its core
markets. Addiko's risk profile benefits from significantly reduced
concentration risks due to the wind-down of non-core corporate
exposures and impaired loans. Risk controls are adequate while
market risk is low. Addiko's exposure to non-financial risks has
significantly reduced in recent years and does not constrain its
risk profile. Non-financial risks mainly result from legal claims
related to Swiss-franc mortgages originated before 2009.

Improved Asset Quality: Addiko's impaired loan ratio stabilised at
about 4% at end-September 2024, driven by low new inflows,
continued recoveries and loan growth. Reserve coverage was stable
and sound at 121% at end-1H24. Fitch expects the four-years average
impaired loan ratio to remain below 5% over the next two years, as
it writes off non-performing loans in Croatia and Slovenia.

Fitch expects loan impairment charges (LICs)/gross loans to
increase to about 100bp over the next two years, which is
adequately covered by pre-impairment profits. LICs have remained
below this level in the past five years and benefited from loan
loss allowance reversals in wind-down portfolios.

Modest but Improving Profitability: Addiko's profitability is only
modest but improving on the back of its successful restructuring,
supported by a solid record of cost management, lower LICs and
robust net interest margins, which Fitch expects to continue in the
next two years. Its assessment also reflects the bank's dependence
on less diversified revenues from less stable operating
environments.

Capitalisation Adequate for Risk Profile: Addiko's common equity
Tier 1 (CET1) ratio was 21.1% at end-September 2024, providing an
adequate buffer to absorb moderate shocks considering the bank's
risk profile and improving pre-impairment profitability. Addiko's
leverage ratio was a high 11.9%, resulting from the use of the
standardised approach. Fitch expects earnings retention to remain
sufficient to support growth and maintain comfortable buffer over
its regulatory capital requirements.

Stable Deposits Underpin Funding: Addiko is mainly funded by retail
deposits sourced locally, which is positive for its assessment of
funding and liquidity. Its 'bb+' score at the higher end of the
implied range is supported by a healthy structural liquidity
position. Addiko has no reliance on external wholesale funding.
Fitch views the bank's intention not to access the wholesale market
in the medium term as credible, given its liquidity buffer and
established depositor base.

Addiko's 'B' Short-Term IDR is the only option that maps to a 'BB'
Long-Term IDR on Fitch's rating scale

Rating Sensitivities

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

Fitch would downgrade the ratings following a substantial capital
erosion, which could be caused by a materialisation of legal risks,
from aggressive dividend distribution or from asset-quality
deterioration (including materially larger write-offs).

In addition, Fitch could downgrade the ratings if strategic
objectives shift, growth acceleration results in a negative
deviation from current underwriting standards and investment
policies, or due to failure to maintain operating profit at least
at 1.25% of risk-weighted assets (RWAs).

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

An upgrade would require a record of operating profit close to 2.5%
of RWAs, indicating a sustained strengthening of Addikos's business
profile, while maintaining an impaired loans ratio at or below
about 5% and a common equity Tier 1 ratio of close to 20%.

An upgrade could also result from a material improvement in the
operating environment, as a result of a shift in business expansion
towards markets Fitch deems more stable, notably Croatia or
Slovenia.

The Government Support Rating (GSR) of 'no support' reflects its
view that the EU's Bank Recovery and Resolution Directive and the
Single Resolution Mechanism provide a resolution framework that is
likely to require senior creditors participating in losses instead
of a bank receiving sovereign support. In addition, Fitch does not
factor in any support from Addiko's owners because Fitch generally
views that support from financial investors, while possible, cannot
be relied on.

An upgrade of Addiko's GSR would require a higher propensity of
sovereign support. While not impossible, this is highly unlikely
due to the prevailing regulatory framework and Addiko's low
systemic importance in Austria.

VR ADJUSTMENTS

The operating environment score of 'bb+' has been assigned below
the 'aa' category implied score, due to the following adjustment
reason: international operations (negative).

The business profile score of 'bb' has been assigned above the 'b'
category implied score, due to the following adjustment reason:
strategy and execution (positive).

The asset quality score of 'bb' has been assigned above the 'b and
below' category implied score, due to the following adjustment
reason: historical and future metrics (positive).

The earnings and profitability score of 'bb-' has been assigned
above the 'b and below' category implied score, due to the
following adjustment reason: historical and future metrics
(positive).

The capitalisation and leverage score of 'bb' has been assigned
below the 'bbb' category implied score, due to the following
adjustment reason: risk profile and business model (negative).

ESG Considerations

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

   Entity/Debt                     Rating          Prior
   -----------                     ------          -----
Addiko Bank AG   LT IDR             BB Affirmed    BB
                 ST IDR             B  Affirmed    B
                 Viability          bb Affirmed    bb
                 Government Support ns Affirmed    ns



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F R A N C E
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ETNA FRENCH: S&P Assigns Preliminary 'B-' Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' rating to Etna
French Bidco SAS--the parent of EXN--and its debt.

The stable outlook reflects S&P's expectation that EXN will sustain
9%-10% top-line growth capturing tailwinds from increased
digitalization of the economy and subsequent heightened cyber
threats. It also reflects our anticipation of leverage decreasing
to 7.1x in 2025 with positive free operating cash flow (FOCF)
generation representing about 3.6% of debt.

A consortium led by Clayton Dubilier & Rice (CD&R) and Permira is
seeking to delist Exclusive Networks (EXN; the operating entity of
Etna French Bidco SAS) from Euronext Paris.

The transaction will be financed with a new senior secured
financing package, including a EUR860 million term loan B1, a
EUR425 million term loan B2, a EUR235 million revolving credit
facility (RCF), and EUR235 million delayed draw term loans (DDTL).

A consortium led by CD&R and Permira, is seeking to delist EXN from
Euronext Paris.   In July 2024 CD&R, Permira, and Olivier
Breittmayer (EXN's founder) submitted an offer to acquire 67% of
EXN to be followed by a mandatory tender offer for 100% of EXN,
valuing the company at about EUR2.7 billion. The transaction will
be financed through the issuance of a EUR860 million senior secured
term loan B1 (EUR606 million and $268 million tranches), a EUR425
million senior secured term loan B2 (EUR299 million and $125
million tranches), and a EUR1,250 million equity injection from
CD&R that will also be used to refinance most of EXN's existing
debt (EUR476 million) and pay an exceptional dividend of EUR480
million. The debt package will also include a EUR235 million
multi-currency senior secured RCF and EUR235 million senior secured
DDTLs.

S&P said, "We anticipate a highly leveraged capital structure with
leverage spiking at 7.4x in 2024 at closure, declining to 7.1x in
2025 and to below 7.0x thereafter.   We expect gross sales will
grow by 9.5%-10.0% in 2025-2026 as EXN scales up its service
capabilities with existing vendors. This will offset S&P Global
Ratings-adjusted EBITDA's slight decrease to about 12.1%-12.2% in
2025-2026, from 12.7% in 2024 due to the competition in the
software engineering job market leading to some wage inflation."

S&P's forecasts are supported by EXN's supportive cyber security
market, solid track record in overperforming the market, and its
high cash flow conversion rate.   EXN has expanded very quickly to
EUR5.1 billion of gross sales in 2023 from EUR0.8 billion in 2015
thanks to organic growth driven by its focus on the supportive
cyber security market and its critical ability to identify new
entrants and fast-growing vendors such as Fortinet and Palo Alto,
as well as acquisitions. EXN has historically outperformed market
growth, with a compound annual growth rate of 25% between 2015 and
2023, compared to 12% for global cyber security spending in
products and services. EXN's very low capital expenditure (capex)
requirements, at about 0.2% of gross sales in 2025-2026, supports
S&P's view that EXN will convert 26%-29% of its S&P Global
Ratings-adjusted EBITDA into S&P Global Ratings-adjusted FOCF.

EXN has a sizeable vendor concentration, but this is balanced by
reciprocal dependency between EXN and key vendors, geographically
diversified operations, and the industry's entrenched distribution
model.   EXN is concentrated on a few vendors, such as Fortinet
(37% of 2023 gross sales), Palo alto (15%), and F5 (5%), which we
view as a risk, although this risk is mitigated by the
interdependency between these players and EXN. In addition, the
company is geographically diversified, with no single country
representing more than 10% of gross sales, and its distribution
model appears sustainable. This allows vendors collaborating with
EXN to outsource their sales and presale activities to EXN at a low
cost, a strategy that enables vendors to allocate capital to more
profitable opportunities and eliminate the uncertainty associated
with marketing expenses and client outreach. Additionally, on the
side of EXN's client-partners, this model offers more favorable
payment terms than when dealing directly with the vendor.

EXN's underlying markets are highly fragmented in terms of vendors,
broadliners, and specialist distributors, which benefits EXN as
critical expertise is required to facilitate security vendors'
go-to-market with technical support provided to resellers.   The
cyber security market is characterized by high fragmentation across
vendors, distributors (including specialist and niche or larger and
generalist players), and resellers. S&P said, "That said, the sheer
complexity of IT environments and high market fragmentation
benefits specialist distributors, and we believe EXN's large
engineering workforce and cyber security expertise is a meaningful
differentiating factor that allows the company to offer a large
breath of services and better identify and support security
vendors' growth. We also note that EXN has effectively mitigated
disruption risk from new entrants or technologies through its
continuous market monitoring and its Ignition brand catering to
emerging vendors."

S&P said, "The stable outlook reflects our expectation that EXN
will sustain 9%-10% top-line growth capturing cyber security market
tailwinds from increased digitalization of the economy and
subsequent heightened cyber risks. It also reflects our
anticipation of leverage decreasing to 7.1x in 2025 with positive
FOCF generation representing about 3.6% of debt.

"We could raise the rating if adjusted leverage persistently
decreases below 7.0x and adjusted FOCF to debt is maintained above
3%. This could occur if EXN sustains 9%-10% revenue growth beyond
2025 while maintaining broadly stable margins.

"Although a downgrade is unlikely in the next 12 months, we could
consider downgrading Etna French Bidco if EXN faces liquidity
pressures, if it generates persistently negative FOCF after leases,
or If leverage reaches unsustainable levels. This could result from
key vendors closing several geographies or a key vendor loss, or
decreasing margins on the back of increased competition and wage
pressure.

"Governance factors are a moderately negative consideration in our
credit rating analysis of Etna French Bidco. Our assessment of the
company's financial risk profile as highly leveraged reflects
corporate decision-making that prioritizes the interests of the
controlling owners, which is the case for most rated entities owned
by private-equity sponsors. Our assessment also reflects sponsors'
generally finite holding periods and focus on maximizing
shareholder returns."


FINANCIERE CHIONE: S&P Assigns 'B' Long-Term ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned a 'B' long-term issuer credit rating to
refrigeration services provider Financiere Chione (Syclef) and a
'B' issue rating and '3' recovery rating to the proposed EUR300
million senior secured term loan B; the '3' recovery rating
indicates its expectation of about 50% recovery (rounded estimate)
in the event of default.

The outlook is stable because S&P expects Syclef will continue to
deliver good organic revenue and EBITDA growth in the next 12
months, supported by market growth and the contribution from
bolt-on acquisitions, allowing for positive free operating cash
flow (FOCF) from 2025 and S&P Global Ratings-adjusted debt to
EBITDA of about 5.0x in 2025, down from 6.2x in 2024.

Private-equity firm Ardian Expansion is re-investing in
France-based group Syclef--which specializes in the design,
installation, and maintenance of refrigeration and heating,
ventilation, and air conditioning (HVAC) systems--via a
continuation fund, with a new holding company named Financiere
Chione.

The transaction will be funded by a new EUR300 million senior
secured term loan B and an equity contribution from Ardian and
Syclef's management; the debt package is also supported by a EUR70
million senior secured revolving credit facility (RCF).

Through the creation of holding company Financiere Chione,
private-equity firm Ardian Expansion is rolling over its investment
in Syclef via a continuation fund.   The new fund will finance the
acquisition of Syclef with a proposed EUR300 million senior secured
term loan B and an equity contribution from Ardian and Syclef's
management. Ardian will have a controlling stake, and its equity
contribution will come in the form of noncommon equity and ordinary
shares. S&P treats the noncommon equity instruments as equity and
exclude it from its leverage and coverage calculations because it
sees an alignment of interest between noncommon and common equity
holders.

Attractive and expanding end markets, backed by regulatory and
environmental considerations, support revenue growth.  Syclef is a
provider of refrigeration (the majority of revenue) and HVAC
systems solutions, from design to installation and maintenance
services. The group derives the vast majority of its revenue from
customers operating in the food and beverage industry, including
food manufacturing, processing, and retailing, which require
complex and critical solutions to ensure food safety and quality
throughout the cold chain that preserves perishable items. By
regulation, such companies will need to gradually adopt
refrigeration systems using environmentally friendly, natural
fluids such as carbon dioxide (CO2) and ammonia, given that
hydrofluororcarbon (HFC) fluids will be banned by 2030, according
to EU regulation. As a result, the group's addressable market in
France is expected to expand by a high single-digit growth rate
annually between 2023 and 2029, supported by a higher renewal rate
for installations and the implied associated maintenance contracts,
as well as higher prices linked to the more complex technical
skills required to handle natural fluids. In Spain, market growth
is likely to be even stronger (more than 10% per year), supported
by similar trends.

S&P said, "In our view, Syclef is well positioned to benefit from
organic market growth, given its position as the second largest
provider in France and the third largest in Spain.  Syclef is the
second largest provider in France's refrigeration market and the
first independent player. This competitive industry is highly
fragmented, since the top 10 companies represent about 40% of the
market. Competition comes from large corporations with superior
brand recognition and fabrication scale economies, and from a large
number of smaller regional service providers. Syclef offers its
clients extensive coverage, ensuring local strong commercial
relationships and the ability to react quickly to maintenance
requests, which are critical in the food sector to avoid cold chain
failures. Leveraging on its solid market position and service
quality, Syclef intends to gain market shares from direct
competitors and further strengthen its reach within France through
acquisitions. We understand that market growth will likely be
constrained by the scarcity of skilled technicians rather than by
lack of demand. As such, Syclef's ability to attract and train its
technical workforce gives it a significant competitive advantage,
although employee turnover remains relatively high. In Spain, where
the group entered in 2023 and 2024, Syclef has completed multiple
acquisitions to become the third largest provider.

"Despite rapid growth and an ongoing expansion strategy, we
consider Syclef's small scale and concentration of revenue in
France and Spain to be constraints to its business risk profile.
With S&P Global Ratings-adjusted revenue projected at about EUR520
million in 2024, including the pro rata contribution from new
acquisitions, Syclef is among the smallest companies we rate in
business services." It generates the majority of its revenue in
France, its historical market, and the rest mostly in Spain.
Although the group intends to further diversify in new geographies,
through acquisitions, this strategy could also create operational
and integration risks and dilute margins, due to increasing
exceptional costs. The nature of its activity and its niche market
positioning in refrigeration also imply end-market concentration,
with reliance on food and beverage companies and retailers.
Nevertheless, this sector is stable, non-cyclical, and subject to
regulation and trends that support Syclef's business. In addition,
there is limited client concentration.

Steady underlying demand and the company's stable EBITDA margins
provide a degree of visibility into earnings.  Despite limited
visibility of contractual revenue, because maintenance contracts
are short term and installation typically project based, we
understand a large portion of the group's revenue is recurring. In
addition, by focusing on complex refrigeration systems installation
and end markets (food and beverage industry), which are highly
sensitive to system failures, Syclef is able to achieve very high
contract renewal rates. The cost of switching contracts is minimal,
but changing providers increases the risk of system or facility
disruption. Moreover, Syclef has maintained stable EBITDA margins
over the past three years, which S&P expects will marginally
improve in the future. The group's profitability is constrained by
its labor-intensive activity and the scarcity of skilled
technicians, resulting in high labor costs. Nevertheless, the group
is generally able to pass on cost increases to customers.

S&P said, "Our financial risk profile assessment incorporates high
leverage but solid funds from operations (FFO) cash interest
coverage and positive FOCF.  We forecast Syclef's adjusted debt to
EBITDA at 6.2x at year-end 2024, decreasing to about 5.0x by the
end of 2025, driven by EBITDA increase. Low capital expenditure
(capex) of less than 2% of revenue and limited working capital
requirements support the group's cash flow profile. Excluding
transaction costs in 2024, we project positive FOCF of EUR15
million-EUR23 million annually in 2024 and 2025. Also supportive is
our projection that FFO cash interest coverage will likely exceed
2.5x in 2024 and 2025.

"The ratings are constrained by Syclef's financial-sponsor
ownership and leverage tolerance.  Considering leverage will exceed
6.0x at closing of the transaction, we expect it will remain high
in the future, assuming Syclef will pursue further acquisitions
under Ardian's ownership. We expect these will be largely funded by
internally generated cash flow as well as debt. Our ratings reflect
our view that financial sponsors are likely to prioritize
shareholder friendly financial policy over debt repayment.

"The stable outlook indicates our expectation that Syclef will
continue to deliver good organic revenue and EBITDA growth in the
next 12 months. This will be supported by market growth, driven by
the transition to natural fluids systems, the need to replace
existing equipment using HFC, and related positive price effects,
alongside the contribution from bolt-on acquisitions. This will
support positive FOCF from 2025 and a reduction of S&P Global
Ratings-adjusted debt to EBITDA to about 5.0x in 2025 from about
6.2x in 2024."

Downside scenario

S&P could lower the rating if:

-- Economic challenges or operational missteps resulted in
negative or limited FOCF on a sustained basis;

-- FFO cash interest coverage declined and stayed lower than 2.0x;
or

-- The group adopted a more aggressive financial policy, with
debt-funded acquisitions or shareholder-friendly returns that push
adjusted debt to EBITDA above 7.0x.

Upside scenario

S&P could raise the rating if shareholders committed to,
demonstrated, and sustained a more prudent financial policy,
leading to adjusted debt to EBITDA comfortably below 5x and FFO to
debt above 12% on a sustained basis. A positive rating action would
also hinge on sound operating performance, continued improvements
in scale and geographical diversification, and solid FOCF.

S&P said, "Environmental factors are a positive consideration in
our credit rating analysis of Financiere Chione (Syclef). The
refrigeration market's growth will strongly benefit from EU
regulation that bans HFC fluids by 2030, requiring industrials --in
particular food and beverage processors and retailers--to
transition to refrigeration systems using natural fluids, such as
ammonia or CO2.

"We expect Syclef, as one of the leading providers of the design,
installation, and maintenance of refrigeration systems, to take
advantage of this trend and expand its installation and maintenance
revenue at least in line with expected market growth at high
single-digit rates. In our view, Syclef's early positioning in this
segment will enable it to increase its market shares and reinforce
its competitive position.

"Governance factors are a moderately negative consideration. We
view financial-sponsor-owned companies with aggressive or highly
leveraged financial risk profiles as demonstrating corporate
decision-making that prioritizes the interests of the controlling
owners, typically with finite holding periods and a focus on
maximizing shareholder returns."


SANTE CIE: S&P Assigns 'B' Rating to EUR735MM Term Loan B
---------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating and '3' recovery
rating to the EUR735 million term loan B due 2031 that French home
care service provider Sante Cie has proposed issuing. The '3'
recovery rating indicates our expectation of meaningful recovery
(50%-70%; rounded estimate: 50%) in the event of a default.

Sante Cie will use part of the issuance proceeds to refinance the
existing EUR530 million term loan B due 2028. It will use the rest
of the proceeds to pay down EUR175 million of its convertible bond
due 2035, repay the EUR25 million currently drawn on its EUR90
million revolving credit facility (RCF), and pay for transaction
fees. At the same time, the company plans to increase its RCF to
EUR150 million from EUR90 million and extend the maturity so that
the RCF matures six months before the proposed term loan B. After
the transaction, about EUR21 million of Sante Cie's convertible
bond will remain outstanding (including accrued interest). Under
S&P's methodology, S&P treats the convertible bond as equity.

S&P said, "Under our updated base case, we anticipate that S&P
Global Ratings-adjusted debt to EBITDA will increase to 5.7x-6.2x
by year-end 2024, from 5.3x as of year-end 2023, because the
transaction will increase the total amount of debt in the capital
structure. We forecast that adjusted debt to EBITDA will revert to
5.0x-5.5x by 2025-2026. The company's operating activity is
predicted to show sustained growth with a robust increase in the
number of patients, as well as good cost management; together these
factors are likely to help offset the negative impact of the
proposed refinancing on its leverage.

"We forecast total annual revenue growth of 12.5%-13.5% in 2024 and
2025, including organic growth of 10.0%-11.0%, which will be
supported by patient volumes coming from sustained use of
ambulatory surgery in hospitals. In our view, the growing number of
patients will more than offset the impact of the anticipated
reduction in annual tariffs imposed by the French government.
Reduced tariffs are mainly expected in the respiratory and insulin
segments. We anticipate that top-line growth will also be supported
by an increase in revenue from adjacent activities. More emergency
medical centers (UrgenceMed) will be opened and Sante Cie is
increasing its penetration of the dialysis market, fueled by
government support for in-center auto-dialysis.

"We forecast that adjusted EBITDA margins will improve slightly to
27.7%-28.2%, from an estimated 27.1% in 2023, supported by the
cost-saving initiatives that have been implemented. From 2025,
margins are likely to be progressively eroded, by 80 basis
points-130 basis points, because of anticipated price cuts and
negative mix effects due to the growing share of lower-margin
insulin activity in the company's total revenue. In our view, Sante
Cie will partially compensate for this by adjusting its variable
cost base to protect its margin; for example, through better
absorption of staff costs and savings on logistic expenses as it
transitions its fleet to electric cars. We also consider that the
recent approval of telemonitoring reimbursement for certain
pathologies will support Sante Cie's cost management.

"We believe the company will continue to consolidate its position
in newly penetrated markets (Germany and Netherlands) and reinforce
its position in France through bolt-on acquisitions. In our view,
the company will be able to rely on healthy free operating cash
flow generation of about EUR30 million-EUR40 million per year to
finance any future acquisitions. It can also draw on its fully
available and upsized EUR150 million RCF post transaction, although
this would limit its deleveraging trend."

ISSUE RATINGS--RECOVERY ANALYSIS

Key analytical factors

-- After closing, the company's senior secured debt will comprise
the upsized EUR150 million RCF and the EUR735 million term loan B
due 2031, both rated at 'B' with a recovery rating of '3'. The
recovery rating indicates S&P's expectation of meaningful recovery
of 50%-70% (rounded estimate 50%), in the event of default.

-- Both Takecare Bidco and Sante Cie SAS will act as borrowers and
guarantors, and the two entities cover the same business
perimeter.

-- The recovery rating is supported by the lack of prior-ranking
liabilities and constrained by the security package comprising
share pledges, receivables, and bank accounts.

-- The documentation includes minimum guarantor coverage of 80% of
the group's consolidated adjusted EBITDA.

-- Under S&P's hypothetical default scenario, it assumes a
combination of constraints in the French public health care budget,
unfavorable regulatory changes, and increased competition.

-- S&P values the group as a going concern, given its strong
market positioning in the French home care service providers market
and good relationships with prescribers.

Simulated default assumptions

-- Year of default: 2027
-- Jurisdiction: France

Simplified waterfall

-- Emergence EBITDA: EUR89.4 million (capex set at 5.5% of sales;
no cyclicality adjustment, in line with the specific industry
subsegment; and no operational adjustment)

-- Multiple: 5.5x in line with the standard multiple for the
specific industry subsegment.

-- Gross recovery value: About EUR492 million

-- Net recovery value for waterfall after administration expenses
(5%): EUR467.2 million

-- Estimated first-lien debt claims: EUR891.2 million

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

Note: All debt amounts include six months of prepetition interest.


VIRIDIEN SA: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Viridien SA's Long-Term Issuer Default
Rating (IDR) at 'B' with a Stable Outlook. It has also affirmed its
senior secured rating of 'B+' for USD500 million and EUR585 million
notes due 2027. The Recovery Rating on the notes is 'RR3'.

Viridien's 'B' IDR is constrained by volatile cash flow, high gross
debt, and uncertainty around the commercialisation of the group's
non-core low-carbon business lines. Rating strengths are its good
operational record as an asset-light company while maintaining
strong EBITDA margins of 35%-40%, manageable run-rate EBITDA
leverage at below 3.0x through the cycle and sound liquidity.

Key Rating Drivers

EBITDA Remains Volatile but Improving: Fitch-defined EBITDA fell to
USD301 million in 2023, from USD378 million in 2022, due to the
delay of certain licensing rounds in Brazil and Gulf of Mexico as
well as higher costs of its Shearwater agreement. While Fitch
expects EBITDA to remain volatile, Fitch forecasts it will recover
to around USD375 million in 2024 as previously delayed licensing
rounds and additional new projects materialise. However, transfer
fees will be modest, structural weakness persists in the sensing &
monitoring segment, while revenue and EBITDA in the earth data
segment remains unpredictable.

Strong Niche Market Position: Viridien is well-positioned within
the seismic data-processing and equipment sub-sectors, leading in
the geo-science and equipment businesses with a competitive
multi-client library focused on high-demand, mature basins and
selective high-quality exploration areas. These areas attract more
stable customer demand than frontier exploration areas. Viridien is
also building out nascent low-carbon businesses.

Its technological sophistication and continued R&D allow it to
retain premium pricing over many competitors, leading to stable
Fitch-adjusted EBITDA margins of 35% through the cycle.

Asset-Light Strategy: Since 2020, Viridien has transitioned to an
asset-light business model with a more flexible cost and capex base
than peers in the contract drilling and marine data acquisition
businesses. This, alongside a cost-reduction initiative implemented
over the last two years, should help reduce volatility in cash
flows through the cycle.

Favourable Market Trend: Fitch estimates oil and gas (O&G)
producers have continued increasing spending on exploration and
development throughout 2024, following historically low capex in
2020 and 2021, and due to reserve replenishment globally. This is
reflected in Viridien's backlog, which increased to more than
USD632 million at end-2023 from around USD588 million at end-2022.

Cash Flow Volatility Remains: Fitch expects upstream O&G capex to
remain volatile, as many market participants have committed to
prioritising cost discipline and shareholder returns over growth,
in turn weakening the relationship between hydrocarbon prices and
upstream capex budgets. In addition, Viridien's backlog is fairly
short-term, covering up to six months of revenue at any given time.
This limits revenue visibility and exposes the group to project
delays or cancellations as well as fluctuating market conditions,
resulting in continued volatility in the timing and amount of cash
flow.

Shearwater Agreement Event Risk: Under its commercial agreement
with Shearwater for the disposal of Viridien's marine acquisition
business, Viridien may be required to repossess the vessels should
either Viridien fail to pay idle vessel compensation of around
USD22 million annually, along with the agreed day rates, or if
Shearwater becomes insolvent. Such a trigger event could force
Viridien to revert to an asset-heavy business model and assume
certain debt obligations.

While Viridien has sufficient financial resources to comfortably
meet its obligations under the agreement, Fitch does not have
strong visibility over Shearwater's financial standing. Its
forecast assumes the agreement expires as scheduled in January
2025, at which point the risk will abate and free up approximately
USD40 million-USD70 million of annual cash flow, bolstering
Viridien's free cash flow (FCF) generation and EBITDA.

High but Manageable Debt: Total gross debt of around USD1.1 billion
has been little changed since Viridien completed its refinancing in
2021, aside from a small asset-financing facility arranged in 2022
and expanded in 2023 and the repurchase of around USD30 million of
bonds to be completed by end- 2024. Fitch views Viridien's debt
levels as manageable but high, and while its cash balance is
substantial, proactive management of long-term maturities is key to
maintaining the rating.

Forthcoming Refinancing Exercise: Fitch expects Viridien will
refinance its senior secured bonds during 2025, which together with
another USD30 million of bond redemption before end-2024 will
reduce gross debt by over USD200 million. The reduced debt,
together with current cash holdings, lower minimum cash
requirements, and expected stronger cash flow generation once the
Shearwater fees roll off, should structurally reduce EBITDA gross
leverage below 3x, which is key for maintaining headroom under the
rating.

Derivation Summary

Fitch rates Viridien in line with Borr Drilling Limited (B/Stable)
as the latter's higher mid-cycle EBITDA, higher profitability and
stronger near-term revenue visibility from contracted orders is
offset by Viridien's lower mid-cycle leverage.

While Shelf Drilling, Ltd. (B/Negative) has similar mid-cycle
profitability, its stronger backlog is offset by its higher
leverage. Shelf's Negative Rating Outlook reflects Fitch's
expectation of more uncertain utilisation of its rigs and
operational challenges resulting in delayed deleveraging.

Key Assumptions

Key Assumptions within its Rating Case of the Issuer

- IFRS revenue averaging USD1 billion-USD1.1 billion in 2024-2027
on recovering O&G capex and ramp-up of low-carbon business

- Fitch-adjusted IFRS EBITDA averaging USD375 million in 2024-2027

- Capex of USD250 million a year to 2027

- Bond redemption of USD200 million in 2025 as part of an orderly
refinancing

- No dividends to 2027

Recovery Analysis

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

- Its GC EBITDA assumption of USD250 million is predicated on a
significant and sudden loss of demand for multi-client and
geo-science services, on the back of a sustained period of very low
hydrocarbon prices, followed by a modest recovery, and cost
initiatives. The rebound would be driven by a recovery in the
market spurring renewed exploration and production (E&P) spending.

- An enterprise value (EV) multiple of 4x is applied to the GC
EBITDA to calculate a post-reorganisation EV, which reflects the
oilfield services sector's cash flow volatility and Viridien's
moderate scale

- Viridien's USD100 million revolving credit facility (RCF) is
assumed to be fully drawn. The revolver facility is super senior to
senior secured bonds in the debt waterfall

- Viridien's new asset financing debt of USD29.7 million at
end-2023 is structurally senior to other debt

- After deducting 10% for administrative claims, Fitch's analysis
resulted in a waterfall-generated recovery computation (WGRC) for
the senior secured notes in the 'RR3' band, indicating a 'B+'
instrument rating. The WGRC output percentage on current metrics
and assumptions is 67%.

RATING SENSITIVITIES

Factors That Would Individually or Collectively Result in Negative
Rating Action or Downgrade

- EBITDA gross leverage above 2.8x on a sustained basis

- Failure to maintain EBITDA margins above 30% on a sustained
basis

- Deteriorating liquidity with EBITDA interest coverage declining
below 2x or increasing near-term refinancing risk

- Trigger of the step-in agreement with Shearwater

Factors That Would Individually or Collectively Result in Positive
Rating Action or Upgrade

- Increase in size with EBITDA of USD500 million through the cycle

- EBITDA gross leverage at below 1.8x on a sustained basis, with
gross debt of USD750 million or lower

- Successful transition to non-O&G activities, with meaningful cash
flows and EBITDA contribution

Liquidity and Debt Structure

As of 30 September 2024, Viridien had around USD290 million of
readily-available cash and cash equivalent on its balance sheet,
excluding its assumption of USD50 million of restricted cash, and
had a further USD100 million in an undrawn RCF that expires in
October 2026. In October 2024 the group redeemed USD14 million of
bonds and is expected to redeem USD30 million in total by end-2024.
Its next material debt maturities are in 2027.

Issuer Profile

Viridien is a small oilfield services company providing seismic
data processing services and equipment for seismic data
acquisition.

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
   -----------             ------       --------   -----
Viridien SA          LT IDR B  Affirmed            B

   senior secured    LT     B+ Affirmed   RR3      B+



=============
G E R M A N Y
=============

STEPSTONE GROUP: S&P Assigned Prelim 'B' ICR; Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned a preliminary 'B' issuer credit rating
on the Germany-based operator of online job classifieds platforms
The Stepstone Group Midco 1 GmbH and issue rating to the company's
proposed term loan. The preliminary recovery rating of the proposed
EUR1,925 million term loan is '3', reflecting meaningful recovery
(50%-70%; rounded estimate: 60%) in the event of default.

The stable outlook reflects our expectation that Stepstone will
deliver resilient operating performance over the next 12 months.
S&P expects that the company will deleverage to below 7.0x S&P
Global Ratings-adjusted leverage and its FOCF to debt will approach
5%.

The preliminary 'B' rating reflects Stepstone's strong position in
its core markets and robust and improving profitability, offset by
its exposure to volatile hiring cycles, operations concentrated in
its home market, and a highly leveraged capital structure.
Stepstone is a leading job classifieds platform operator in
Germany, a No. 3 job listing platform in the U.K., and a strong
market player in programmatic job advertising in the U.S. S&P
anticipates its revenue will decline by about 10% in 2024,
reflecting lower hiring, but will stabilize in 2025 and rebound
further in 2026 benefitting from anticipated recovery in hiring
trends in its key markets. This, together with completed and
ongoing cost savings, will support further growth of Stepstone's
EBITDA margins toward 35% by 2026, which compares well with its
classifieds peers. At the same time, the company's operations are
exposed to hiring and economic cycles. This makes Stepstone's
performance more volatile than for other classifieds peers, and
could lead to operating underperformance, if economic conditions in
Europe, Middle East, and Africa (EMEA), and Germany (where
Stepstone derives almost 60% of its revenues), weaken more
materially than currently anticipated. Furthermore, the company's
credit quality is constrained by its highly leveraged capital
structure and ownership by a private equity sponsor. S&P estimates
S&P Global Ratings-adjusted debt to EBITDA of about 7.0x in 2025,
pro forma the refinancing, and in 2026 it could reduce comfortably
below 7.0x mainly on earnings growth.

Stepstone's business strength is underpinned by its leading
position in the online job classifieds market in Germany, and
strong market position in the programmatic advertising in the U.S..
Stepstone holds the No. 1 market position in the online job
classifieds market in Germany and enjoys a 39% market share. It
benefits from high brand recognition in its home market by both job
seekers and employers who list jobs on Stepstone's platform. In
Germany, 90% of the top 450 German largest businesses use
Stepstone's platform to advertise jobs. Its extensive value
proposition in Germany ranges from attracting the talent to mass
hiring solutions. This makes Stepstone's offering competitive and
supports retention rates of almost 90%. The company can monetize
the whole value chain and has continuously increased prices over
2022-2024 by 4%-10% per year for its duration-based listings
realizing larger order value over time than its competitors. We
expect Stepstone will be able to increase its prices in 2025-2026
leveraging on its leading market position and better value
proposition than its competitors like Indeed (owned by Recruit
Holdings) and LinkedIn (owned by Microsoft). In the U.S., Stepstone
has grown its presence over the last five years in the programmatic
advertising of jobs through the Appcast and Bayard acquisitions,
holding a leading position in the programmatic U.S. market. Appcast
enables highly efficient mass hiring for Stepstone's clients.
Appcast's solutions are highly advanced and deeply integrated into
its clients' data, which translates into a stable client base and
high retention rates of close to 100%.

S&P said, "In our base case, we assume improving economic and
hiring trends in Stepstone's main markets will foster its revenue
growth by 2026.   We expect real GDP growth to pick up in Germany
from 2025 onward and the company's main EMEA economies to increase
by 1.0%-2.0%, which will support the business' confidence and new
hiring in these markets. Therefore, we anticipate that the number
of Stepstone's customers especially small and midsize enterprises
(SMEs) could start growing in 2025. We expect that the U.S. economy
will grow, boosting Appcast's programmatic revenue growth. In the
long term, we think that Stepstone will benefit from recruitment
market growth fueled by higher demand for increasingly
sophisticated recruiting solutions and the shortage of and
intensified competition for skilled labor driven by weak
demographic trends in its main markets. We also think technological
advancements including AI will lead to increased jobs automation,
occupational changes, and staff turnover, which will support new
hiring. We think that Stepstone will benefit from these trends as a
market leader, also gaining further pricing power. We therefore
anticipate it will translate into topline growth of 7%-10% from
2026 onward.

"However, we note that exposure to economic cycles and earnings
concentration in the main market in Germany constrain our business
assessment of Stepstone.  Stepstone's operations are exposed to
employment and hiring cycles that are highly correlated with
economic cycles and real economic growth expectations. This can
result in fluctuations of the company's topline and translate into
more volatile performance compared with rated peers in the media
industry with more stable and predictable subscription-based
revenue and earnings. Online classifieds peers include Speedster
Bidco (doing business as AutoScout24) or Titan Parent New Zealand
(doing business as TradeMe) that are less dependent on
macroeconomic conditions due to either lower correlation of demand
for their services with economic conditions or a more diversified
presence across different classifieds verticals. Furthermore,
Stepstone's revenue is concentrated in Germany, where the company
generates about 60% of revenues. If weak GDP growth continues for a
prolonged period in Germany, leading to an increase in unemployment
and less demand for new hires, especially in the blue-collar
industrial jobs in which Stepstone is planning to expand its market
share, it could negatively affect Stepstone's revenue and
earnings."

Stepstone's profitability proved resilient during the recent period
of slower economic growth and lower hiring demand.   Stepstone's
earnings and cash flow generation remained robust over 2023-2024
despite a revenue decline on lower hiring demand and a decline in
the job listing volumes--especially from SMEs--following slower
economic growth in Germany and EMEA. The company was able to offset
this through cost cutting, mainly reducing brand advertising and
programmatic advertising expenses. Therefore, we expect that in
2024 despite a 10% topline decline, Stepstone should be able to
maintain stable an S&P Global Ratings-adjusted EBITDA margin of
about 28.6% (includes the adjustments for capitalized development
and restructuring costs), as it continues strict control over costs
and has launched a new cost savings program aimed at further
reductions that will continue into 2026. S&P therefore anticipates
Stepstone's EBITDA margins to expand to 31%-35% over 2025-2026.

S&P said, "We expect that Stepstone's FOCF could rebound to above
EUR100 million per year by 2026 on the back of growing EBITDA and
relatively asset light nature of the business.  We expect
Stepstone's FOCF will temporarily decline to about EUR80 million in
2025 from EUR100 million in 2024, mainly due to higher interest
payments on the new capital structure, and somewhat higher capital
expenditures (capex; mainly containing IT capitalized costs) due to
increased investments in technology and platforms. In 2026, we
expect that earnings growth will lead to FOCF expanding to about
EUR120 million. We view Stepstone's annual working capital needs as
moderate as a large portion of the company's contracts are prepaid
and expect only moderate working capital outflows from 2026 onward
reflecting growing operations.

"Group credit considerations do not limit our view on Stepstone's
credit quality.  Stepstone, along with the online real estate
classifieds business Aviv, affiliate marketing company AWIN, and
financial portal finanzen.net, will be split from Axel Springer in
a transaction that we expect will close in the second quarter of
2025. Following the transaction, KKR and CPPIB will own about 80%
of Stepstone and the other classified businesses spun off from Axel
Springer through its holding company Traviata. The remaining
minority stake of approximately 20% in Stepstone and each
classified asset will be owned by Axel Springer. The classified
businesses, including Stepstone, will operate as separate and
independent entities and will set up financing through separate
restricted groups. We view Traviata as the intermediate holding
company whose primary purpose is to control these operating
companies and will be generally reliant on these companies' cash
flow to service its financial obligations. Traviata will refinance
its currently outstanding term loan with a new payment-in-kind
financing by the end of 2024. We understand this debt will be
subordinated to the debt of all operating companies, nonrecourse,
will have longer maturity than their debt, will not require cash
interest payments, and will ultimately be repaid after the sale of
Stepstone and/or other operating companies.

"We expect Traviata will have higher leverage than Stepstone, but
its group creditworthiness will be broadly aligned with that of
Stepstone, because its greater business diversity supports higher
leverage than Stepstone. Stepstone will represent a significant
part of the revenues and cash flows of the group, compared with the
smaller contribution of Aviv and AWIN. Therefore, in our view,
Traviata's current group credit profile does not constrain
Stepstone's credit quality."

The preliminary ratings are subject to the successful issuance of
the proposed debt, and our satisfactory review of the final
documentation.  Accordingly, the preliminary ratings should not be
construed as evidence of final ratings. If S&P does not receive the
final documentation within a reasonable time frame, or if the final
documentation departs from the materials we have already reviewed,
it reserves the right to withdraw or revise its ratings. Potential
changes include, but are not limited to, the key terms and
conditions of Stepstone's capital structure and
Traviata--including, but not limited to, interest rate, maturity,
size, financial and other covenants, the security and ranking of
debt--as well as the use of proceeds.

S&P said, "The stable outlook reflects our expectation that
Stepstone will deliver resilient operating performance over the
next 12 months and expand its earnings owing to a stabilized
revenue growth and further cost optimization. We forecast that the
company will reduce the S&P Global Ratings-adjusted leverage to
below 7.0x and its FOCF to debt will approach 5%, as well as
maintain adequate liquidity.

"We could lower the rating if Stepstone's adjusted leverage
increased above 7.5x and FOCF remained materially below 5% on a
sustained basis." This could occur if:

-- Weaker economic growth in Germany and the U.S., and lower
demand for recruiting services without sufficient cost-preserving
measures translated into Stepstone's revenue reducing and a decline
in earnings and cash flows below our expectations; or

-- The company adopted a more aggressive financial policy,
including material debt-funded acquisitions or shareholder
returns.

In addition, S&P could lower the rating if the creditworthiness of
Traviata deteriorated, and it thinks that it eroded Stepstone's
credit quality.

An upgrade is unlikely over the next 12 months. S&P could, however,
raise the rating if Stepstone's adjusted leverage declined toward
5.0x on a sustainable basis and FOCF to debt approached 10%,
following a strong increase in its revenues and EBITDA. An upgrade
would hinge on its view that the company and its financial sponsors
were committed to maintain such improved credit metrics with a
limited risk of releveraging. The upgrade would also depend on the
credit quality of Traviata improving such that it would not
constrain Stepstone's creditworthiness.

S&P said, "Governance factors are a moderately negative
consideration in our credit analysis of Stepstone. This reflects
the majority ownership of Stepstone by financial sponsor KKR
together with CPPIB, through their fully owned holding company
Traviata. In our view, the sponsor ownership will have material
influence over Stepstone's strategy, financial policy, and cash
flows; and can lead to corporate decision-making that prioritizes
the interests of the controlling owners. This also reflects their
generally finite holding periods and a focus on maximizing
shareholder returns."


TUI CRUISES: Fitch Hikes LongTerm IDR to 'BB-', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has upgraded TUI Cruises GmbH's (TUI) Long-Term
Issuer Default Rating (IDR) to 'BB-' from 'B+'. The Outlook is
Stable. Fitch has assigned TUI's proposed senior unsecured notes an
expected rating of 'B+(EXP)'. Fitch has also upgraded TUI's
outstanding senior unsecured notes to 'B+' from 'B-'. The Recovery
Ratings on the notes are 'RR5'.

TUI's ratings reflects its expectations of continued EBITDA growth,
driven by optimised occupancy, the ramp-up of new vessels, and
price increases offsetting cost inflation. The rating also
incorporates the company's solid business fundamentals, with a
strong market position as the second-largest cruise line in Europe,
a diversified offering, one of the industry's youngest and most
efficient fleets, and a significant share of advance bookings
supporting high operating margins.

The Stable Outlook reflects its expectation that EBITDA leverage
will remain below 5.0x in 2025, despite the new debt raised to
finance two new vessel deliveries. Fitch also forecasts TUI's
pre-dividend free cash flow (FCF) generation to improve once capex
normalises, although most of this excess cash will likely be used
for shareholder returns, slowing down deleveraging.

The 'B+' senior unsecured rating is one notch below TUI's IDR,
reflecting material prior-ranking debt, which is mostly related to
secured financing of vessels.

Key Rating Drivers

Refinancing to Extend Maturities: Proceeds from the new EUR375
million notes will be used to partially repay EUR473.5 million 2026
senior unsecured notes, extending TUI's debt maturity profile. Pro
forma for this refinancing, the remaining EUR99 million of the 2026
notes will be repaid closer to maturity. The senior unsecured
rating on TUI's bonds, including the planned bond, is one notch
below TUI's IDR, reflecting their subordination to prior-ranking
secured debt (2023: 3.0x consolidated last 12 months (LTM) EBITDA;
72% of total debt).

Solid Cruise Demand Recovery: TUI has continued its strong
post-pandemic recovery in 2024 with occupancies maintained at
saturation level and ticket price increases offsetting cost
inflation, translating into 3Q24 LTM revenue of EUR2.0 billion and
Fitch-adjusted EBITDA of EUR711 million, above Fitch's previous
forecast. Fitch expects TUI to maintain this performance, as
advance bookings provide good visibility of revenue for 4Q24 and
2025. TUI has successfully navigated geopolitical issues such as
the Red Sea disruption, by adjusting its affected itineraries to
travel around Africa, without a significant impact on profits.

Further Deleveraging Possible: TUI has made significant
deleveraging progress. EBITDA leverage declined to 4.9x in 2023
(2022: 10.1x) and Fitch expects it to be 4.7x by year-end 2024,
despite a EUR400 million rise in gross debt due to funding of a new
vessel in the year. TUI's 2024 credit metrics benefit from a
slightly revised delivery schedule of new vessels (final payment
for one vessel now expected in 2025 rather than 2024) but Fitch
also sees further deleveraging potential over 2025-2027due to
EBITDA contribution from new vessels.

A delayed ramp-up of added capacity, occupancies trending below
Fitch's assumptions or weaker-than-expected margins could disrupt
the deleveraging path and lead to rating pressure.

New Vessels to Support Growth: TUI's IDR takes into account planned
capacity expansion with the addition of two new ships for
2025-2026. Supportive demand and constrained global cruise ship
supply due to long delivery times should underpin TUI's ramp-up of
operations in these new additions. Fitch expects these to be as
profitable as the fleet in light of proven synergies, lower fuel
consumption and economies of scale.

Capex, Dividends Subdue Cash Generation: TUI generated positive FCF
of EUR436 million in 2023, and Fitch expects strong cash generation
to resume in 2027 after being negative in 2024-2026 due to
significant capex related to fleet expansion as well as
management's plan to reinstate sizeable dividends, after their
suspension in 2020 due to the pandemic.

Prudent Financial Policy Assumed: Fitch believes that TUI's 'BB-'
rating can accommodate assumed dividends of EUR1.4 billion in total
for 2024-2027 if operating performance remains strong and in the
absence of any further fleet expansion over the medium term. If new
vessels are ordered, Fitch assumes it would require materially
higher average capex due to increased ship prices and would expect
TUI to materially reduce dividends to preserve the credit profile.
Further, the rating assumes that dividends remain aligned with
TUI's net debt/EBITDA target of 3.5x-4.0x.

Strong Business Profile: TUI has a strong market position as the
second-largest German cruise line, with a market share in DACH
region of around 23% (by number of passengers). Its concentrated
customer base enables it to better adapt its product offering to
customer preferences, resulting in a high level of repeat bookings
of around 60% of total customers in 2023. This allows TUI to
maintain its current market position, while it should also grow via
the addition of new ships from 2024.

High Profitability: TUI's premium product offering results in
industry-leading profitability, with an EBITDA margin of close to
35%. The company benefits from exploiting one of the youngest
fleets in the industry with an average age of seven years,
resulting in lower costs and high operational flexibility as all
vessels are identical. Profitability is also supported by powerful
direct channel sales and the marketing platform of TUI AG (its 50%
owner), as well as the technical expertise of Royal Caribbean (the
other 50% owner) for ship operations and new-build activity.

Standalone Rating: TUI is rated on a standalone basis despite its
50% ownership by TUI AG and Royal Caribbean. Both shareholders
reflect TUI as a joint venture in their accounts, with no relevant
contingent liabilities or cross guarantees between the owners and
TUI. TUI manages funding and liquidity independently. Operational
related-party transactions with the owners, mainly in marketing and
technical operations, are at arms-length.

Derivation Summary

Fitch does not have a specific Ratings Navigator framework for
cruise operators. Fitch rates TUI based on its Hotels Navigator due
to the similarity in key performance indicators and demand drivers.
TUI has a weaker market position than major cruise operators, such
as Royal Caribbean, Carnival Corporation (BB/Positive) and NCL
Corporation, which have significantly higher fleet capacity and
EBITDAR. However, TUI benefits from recognised brand awareness and
diversification into the luxury segment, where competition is less
intense.

TUI showed faster recovery than its peers, having returned to
pre-pandemic occupancy levels in 2023, which allowed faster
deleveraging than its competitors, with EBITDAR leverage for 2024
expected at 4.7x. Its sister vessels allow for operational
efficiencies and economies of scale, which together with synergies
derived from its shareholder TUI AG in relation to distribution
channel, air transportation or tours, benefit TUI's margins
compared with leader operators.

Key Assumptions

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

- Low single-digit ticket price growth for 2024-2027

- Occupancies of 100% for Mein Schiff and 80% for Hapag-Lloyd
Cruises in 2025 and thereafter

- EBITDA margin at 34.5% in 2024 and improving further to 35.2% in
2027

- Restricted cash of EUR40 million

- Cash inflows under working capital

- Major capex cash outlay for fleet expansion of EUR1 billion in
2024, EUR600 million in 2025 and EUR750 million in 2026

- Dividends of EUR400 million in 2024-2025, EUR400 million in 2026
and EUR600 million in 2027

RATING SENSITIVITIES

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

- Pricing power and occupancy weakness leading to the EBITDA margin
falling below 33%.

- EBITDA leverage sustained above 5x.

- A more aggressive financial policy, including substantial
investments in new vessels or higher shareholder remuneration, that
negatively affects credit metrics.

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

- Timely and profitable capacity growth, with occupancy and cost
control leading to growing EBITDA and EBITDA margin trending up
towards 35%.

- EBITDA leverage sustained below 4x, supported by a consistent
financial policy.

- Positive pre-dividend FCF generation through the capex cycle.

Liquidity and Debt Structure

Adequate Liquidity: Fitch assesses TUI's liquidity at end-September
2024 as adequate, despite insufficient Fitch-adjusted cash and cash
equivalents of EUR43 million and EUR502 million in undrawn credit
lines to cover EUR840 million of short-term debt (until end-2025)
and expected negative FCF. Negative FCF is driven by high capex
related to new vessels, for which funding has been prearranged. TUI
plans to draw down EUR1,665 million from the vessel funding in 4Q24
and 2025. The company has also reinstated dividends and expects to
pay a total EUR400 million over 2024-2025.

Fitch also sees liquidity improvement following the planned EUR375
million bond placement, as proceeds will be used to repay majority
of its 2026 bonds.

Issuer Profile

TUI Cruises is a medium-sized cruise ship business with two brands,
Mein Schiff and Hapag-Lloyd Cruises, operating in the premium and
luxury/expedition segments of the market, respectively. Its
customer base is primarily in Germany.

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
   -----------           ------                 --------   -----
TUI Cruises GmbH   LT IDR BB-    Upgrade                   B+

   senior
   unsecured       LT     B+(EXP)Expected Rating   RR5

   senior
   unsecured       LT     B+     Upgrade           RR5     B-

WEPA HYGIENEPRODUKTE: S&P Raises LT ICR to 'BB-', Outlook Positive
------------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
German tissue manufacturer WEPA Hygieneprodukte GmbH (WEPA) to
'BB-' from 'B+'. Similarly, S&P also raised its issue rating on the
group's EUR400 million fixed-rate notes maturing in 2027, as well
as on the EUR250 million fixed-rate notes maturing in 2031 to 'BB-'
and revised the recovery rating on the notes to '3'.

The positive outlook reflects S&P's expectation that continuous
robust operating performance together with the group's conservative
financial policy will lead to an S&P Global Ratings-adjusted
leverage between 1.5x-2.0x over 2024-2026.

The upgrade reflects WEPA's improved profitability and credit
metrics, with S&P Global Ratings-adjusted leverage expected to
remain below 2x in 2024. In the first nine months of 2024, WEPA
posted EUR1.34 billion revenue. Contrarily to our previous
expectation of pricing erosion WEPA managed to adjust its sales
prices to mitigate the impact of surging pulp costs in the first
half of the year. S&P said, "We also see topline supported by
progressive volume growth. As of Sept. 30, 2024, volumes were up
4.9% year-on-year, in line with the overall trend of continuous
penetration of private label hygiene products in Europe. Given the
year-to-date performance, we now expect WEPA's revenue to stand at
EUR1.8 billion in 2024. This represents a significant
overperformance from our previous expectation of EUR1.60
billion-EUR1.70 billion revenue. Thanks to the timely sales price
revisions and prudent hedging on the input costs, WEPA has managed
to generate an EBITDA margin of 17.4% for the first nine months of
2024 and we expect the company's S&P Global Ratings-adjusted EBITDA
margin to stand at approximately 17.3% for the full year 2024,
slightly up from 17.1% in 2023. We do not expect WEPA to maintain
this level of profitability in the medium term and anticipate
EBITDA margins will normalize at about 15.0%-15.5% in 2025 and
2026, on the back of the progressive downward revision of sales
prices given the expected declines of pulp prices. This translates
into forecasted S&P Global Ratings-adjusted net leverage reducing
to 1.8x in 2024 and about 1.9x in 2025, from 5.9x in 2022 and 2.1x
in 2023. The lower leverage is primarily due to improved EBITDA and
cash flow generation. We expect WEPA to generate positive FOCF on a
reported basis of about EUR118 million in 2024 and about EUR106
million in 2025, further up from the EUR84 million the company
generated in 2023. The company has significantly reduced the
utilization of its EUR220 million asset-backed securities (ABS)
facility and we anticipate only EUR6.0 million drawings in 2024 (a
EUR97.2 million decline from the prior year). Additionally, we
believe WEPA will come out of a restricted capital expenditures
(capex) phase and will have a temporary pickup in investments in
2025 and 2026, translating into capex peaking at EUR110
million-EUR112 million over 2025-2026, before moderating to about
EUR75 million by 2027. This should in turn support sustainable FOCF
generation over the medium term."

S&P said, "We expect WEPA to be better positioned to mitigate input
price movements despite the inherent volatility in the tissue
industry. Historically, WEPA's credit metrics have been strongly
affected by the fluctuations in pulp prices. In the past, WEPA
needed 12-15 months to adjust sales prices to mitigate the impact
of surging raw material costs on its EBITDA margins. However,
starting in 2022 the company has progressively shortened the length
of its contracts to three-six months and these currently account
for 85% of its total consumer products sales. Additionally, in our
view WEPA has entrenched its position as supplier of choice for
retailers, leveraging on its innovations from a sustainability
point of view and on its ability to satisfy customers' orders in
times of stress, and is partnering with customers to support them
in the development of their private label offering. This, in our
view, translates into higher perceived value added by WEPA’s
customers enabling closer client relationship and more progressive
pricing negotiations than in the past. Lastly, WEPA has established
a clear hedging strategy, with defined hedging ratios for raw
materials and a selection of financial instruments on top of faster
contractual pass-through. As a result, we now view WEPA as better
positioned to mitigate the swings in input costs in shorter terms
than before. That said, we believe the inherent market volatility
cannot be fully eliminated. Our rating assessment reflects our view
that the industry remains volatile and so do WEPA's credit metrics,
driven in particular by the fluctuations in pulp prices given
changes in supply and demand. We believe the company's strategy of
focusing on recycled paper, hybrid product categories (mix of
virgin pulp and recycled fibers), and alternative virgin fibers
(e.g., miscanthus grass) will help to ensure long-term
sustainability for its operations and reduce reliance on price
volatile wood-based virgin fibers, progressively supporting lower
volatility in credit metrics."

The rating is supported by the company's prudent financial policy.
In 2023, WEPA revised its financial policy with a target net
leverage of 2x-3x, testifying to management's intention to focus on
deleveraging. WEPA is solely owned by the founding Krengel family,
who has a long investment horizon, thus minimizing the risk of
aggressive investment behavior. Despite an extraordinary additional
EUR20 million dividend payment in the first quarter of 2024
(concluded together with the issuance of the new EUR250 million
senior secured notes), the company's dividend policy remains
unchanged at one-third of net income. S&P said, "We expect
dividends to peak to about EUR75 million in 2024 and to return to
the EUR45 million-EUR55 million range in 2025 and 2026. We do not
assume the company will undertake large debt-funded acquisitions in
the near term. For 2024, we only include EUR44 million cash outflow
for the acquisition of WEPA Professional U.K. and of Kübler &
Niethammer Papierfabrik Kriebstein GmbH but do not include further
mergers and acquisitions (M&A). We understand WEPA has reached its
target size and intends to focus on opportunistic bolt-on
transactions to strengthen its franchise in the professional space
in the U.K. or in Eastern Europe."

S&P said, "The positive outlook indicates we see WEPA as better
positioned to absorb the standard inherent volatility of pulp
prices, thanks to more frequent and transparent pricing
conversation with its customers, a successful positioning as
supplier of choice for retailers, and efficient hedging
arrangements. This should enable WEPA to reach S&P Global
Ratings-adjusted EBITDA margins at about 17.0% in 2024 and
15.0%-15.5% in 2025 and 2026, compared to the 8.7% the company
posted in 2022, when high energy prices and soaring pulp costs
hampered financial performance. We forecast WEPA to continue
generating positive reported FOCF of EUR100 million-EUR120 million
over the next 12-18 months, supporting an S&P Global
Ratings-adjusted debt to EBITDA of 1.5x-2.0x over 2024-2026.

"We could revise the outlook to stable if we expect WEPA's S&P
Global Ratings-adjusted EBITDA margin to be more volatile than
currently anticipated due to inability to timely raise sales prices
in case of input costs fluctuations. Under this scenario, we would
see weaker-than-anticipated FOCF generation and S&P Global
Ratings-adjusted leverage increasing above 2.5x.

"We could raise our rating on WEPA if the group continued
delivering results in line with our base case over the next 12-24
months and we gain further conviction that its new structural level
of EBITDA margin is around 15%. We also need to see a consistent
track record of mitigating the volatility in input costs, notably
pulp. Finally, an upgrade would require that WEPA maintains
leverage of below 2.5x, on an S&P Global Ratings-adjusted basis."




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

CONTEGO CLO XI: S&P Assigns B- (sf) Rating to Class F-R Notes
-------------------------------------------------------------
S&P Global Ratings assigned its 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
original transaction has a portion of subordinated notes
outstanding.

This transaction is a reset of the already existing transaction.
The existing classes of notes were fully redeemed with the proceeds
from the issuance of the replacement notes on the reset date and
the ratings on the original notes were 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. The SPE's legal structure and framework are
bankruptcy remote in line with our legal criteria.

The 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 is bankruptcy remote.

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,851.97
  Default rate dispersion                                 486.70
  Weighted-average life (years)                             4.26
  Weighted-average life extended to cover
  the length of the   reinvestment period (years)           4.50
  Obligor diversity measure                               156.28
  Industry diversity measure                               22.88
  Regional diversity measure                                1.34
  
  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 (%)                       4.04
  Target weighted-average coupon (%)                       4.03

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

"In our cash flow analysis, we used the 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 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, the transaction's documented counterparty replacement
and remedy mechanisms adequately mitigate its exposure to
counterparty risk under our current counterparty criteria.

"The transaction's legal structure and framework are 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 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 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 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.

  Ratings list
                    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

  Subordinated  NR    28.778    N/A                 N/A

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

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


HARVEST CLO XXXIII: S&P Assigns B- (sf) Rating to Class F Notes
---------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Harvest CLO XXXIII
DAC's class A-1, A-2, B, C, D, E, and F notes. At closing, the
issuer also issued subordinated notes.

Under the transaction documents, the rated notes will pay quarterly
interest, unless a frequency switch event occurs. Following such an
event, the notes would permanently switch to semiannual payments.

The portfolio's reinvestment period ends 4.65 years after closing;
the non-call period ends 1.5 years after closing.

The ratings reflect S&P's assessment of:

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,800.49

  Default rate dispersion                                 423.59

  Weighted-average life(years)                              5.01

  Obligor diversity measure                               119.41

  Industry diversity measure                               21.98

  Regional diversity measure                                1.21

  Transaction key metrics

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

  'CCC' category rated assets (%)                           0.37

  Target 'AAA' weighted-average recovery (%)               36.79

  Target floating-rate assets (%)                          96.63

  Target weighted-average coupon (%)                        5.39

  Target weighted-average spread (net of floors; %)         4.03

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We consider that the portfolio is well-diversified, primarily
comprising broadly syndicated speculative-grade senior secured term
loans and senior secured bonds. Therefore, we have conducted our
credit and cash flow analysis by applying our criteria for
corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted targeted weighted-average spread (3.90%),
and the covenanted targeted weighted-average coupon (4.00%), as
indicated by the collateral manager. We assumed the actual
weighted-average recovery rates at all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios, for each liability rating category.

"Our credit and cash flow analysis shows that the class B to F
notes benefit from break-even default rate and scenario default
rate cushions that we would typically consider to be in line with
higher ratings than those assigned. However, as the CLO is still in
its reinvestment phase, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings on the notes.
The class A-1 and A-2 notes can withstand stresses commensurate
with the assigned ratings.

Until July 15, 2029, when the reinvestment period ends, the
collateral manager may substitute the assets in the portfolio, as
long the 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 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, cause the transaction's
credit risk profile to deteriorate.

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

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

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class
A-1 to F notes.

"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also assessed the
sensitivity of our ratings on the class A-1 to E notes, based on
four hypothetical scenarios.

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

Environmental, social, and governance

S&P regards the exposure to ESG credit factors in the transaction
as being broadly in line with its benchmark for the sector.
Primarily due to the diversity of the assets within CLOs, the
transaction's exposure to environmental credit factors is viewed as
below average, social credit factors are below average, and
governance credit factors are average. For this transaction, the
documents prohibit assets from being related to the following
industries: controversial weapons; nuclear weapon programs; illegal
drugs or narcotics; thermal coal; tobacco production; pornography;
payday lending; prostitution; gambling and gaming companies; food
("soft") commodities and agricultural or marine commodities; oil
and gas from unconventional sources*; opioid; palm oil; tar and oil
sands*; and illegal logging.

*When company revenue is above a threshold.

Accordingly, since the exclusion of assets from these industries
and areas does not result in material differences between the
transaction and S&P's ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities.

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

  A-1    AAA (sf)    244.00     39.00    Three/six-month EURIBOR
                                         plus 1.30%

  A-2    AAA (sf)      6.00     37.50    Three/six-month EURIBOR
                                         plus 1.70%

  B      AA (sf)      44.00     26.50    Three/six-month EURIBOR
                                         plus 2.00%

  C      A (sf)       22.00     21.00    Three/six-month EURIBOR
                                         plus 2.35%

  D      BBB- (sf)    28.00     14.00    Three/six-month EURIBOR
                                         plus 3.20%

  E      BB- (sf)     18.00      9.50    Three/six-month EURIBOR
                                         plus 6.21%

  F      B- (sf)      11.00      6.75    Three/six-month EURIBOR
                                         plus 8.59%

  Sub.   NR           34.90       N/A    N/A

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


HAYFIN EMERALD V: Fitch Assigns B-sf Final Rating to Cl. F-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned Hayfin Emerald CLO V DAC reset notes
final ratings as detailed below.

   Entity/Debt               Rating           
   -----------               ------           
Hayfin Emerald
CLO V DAC - Reset

   Class A-R Notes
   XS2904562746          LT AAAsf  New Rating

   Class B-1-R Notes
   XS2904563041          LT AAsf   New Rating

   Class B-2-R Notes
   XS2904563397          LT AAsf   New Rating

   Class C-R Notes
   XS2904563553          LT Asf    New Rating

   Class D-R Notes
   XS2904563710          LT BBB-sf New Rating

   Class E-R Notes
   XS2904563983          LT BB-sf  New Rating

   Class F-R Notes
   XS2904564106          LT B-sf   New Rating

   Class X Notes
   XS2930111682          LT AAAsf  New Rating

   Subordinated Notes
   XS2247713634          LT NRsf   New Rating

Transaction Summary

Hayfin Emerald CLO V DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds are being used to redeem all the existing notes apart from
the subordinated notes, and to fund the underlying portfolio with a
target par of EUR400 million.

The portfolio is actively managed by Hayfin Emerald Management LLP.
The collateralised loan obligation (CLO) has a two-year
reinvestment period and a six-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the 'B' category. The Fitch
weighted average rating factor (WARF) of the current portfolio is
23.6.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the current portfolio is 61.1%.

Diversified Asset Portfolio (Positive): The transaction includes
two Fitch matrices corresponding to a six-year WAL test, a top 10
obligor concentration limit at 20% and a maximum fixed-rate asset
limit of 7.5% and 15%, respectively. The transaction also includes
various concentration limits, including a maximum exposure to the
three largest Fitch-defined industries in the portfolio at 40%.
These covenants ensure the asset portfolio will not be exposed to
excessive concentration.

Portfolio Management (Neutral): The transaction has a two-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Positive): The WAL used for the Fitch-stressed
portfolio analysis is eligible for a 12-month haircut, subject to a
six-year floor. This is to account for the strict reinvestment
conditions envisaged after the reinvestment period. These
conditions include passing the coverage tests, the Fitch 'CCC'
maximum limit after reinvestment and a WAL covenant that
progressively steps down over time, both before and after the end
of the reinvestment period. These conditions would, in its opinion,
reduce the effective risk horizon of the portfolio during stress
periods.

As the maximum WAL in the transaction is six years, the WAL
modelled was also at six years.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the current portfolio would have no impact on the class X and A-R
notes and would lead to a downgrade of no more than two notches on
the class B-1-R, B-2-R and E-R notes, and a downgrade to below
'B-sf' for the class F-R notes.

Downgrades, which are based on the current portfolio, may occur if
the loss expectation is larger than initially assumed, due to
unexpectedly high levels of defaults and portfolio deterioration.
Due to the better metrics of the current portfolio than the
Fitch-stressed portfolio, the rated notes each display a rating
cushion to a downgrade of up to two notches.

Should the cushion between the current portfolio and the
Fitch-stressed portfolio erode due to manager trading or negative
portfolio credit migration, a 25% increase of the mean RDR across
all ratings and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would result in downgrades of up to five
notches on the class A-R to D-R notes and to below 'B-sf' for the
class E-R and F-R notes.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to four notches, except for
the 'AAAsf' notes.

During the reinvestment period, upgrades, based on Fitch-stressed
portfolio, may occur on better-than-expected portfolio credit
quality and a shorter remaining WAL test, allowing the notes to
withstand larger-than-expected losses for the remaining life of the
transaction. After the end of the reinvestment period, upgrades may
result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread available to
cover losses in the remaining portfolio.

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

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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

Fitch does not provide ESG relevance scores for Hayfin Emerald CLO
V DAC. In cases where Fitch does not provide ESG relevance scores
in connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.



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

A-BEST 25: Fitch Assigns 'BB(EXP)sf' Rating to Class X Notes
------------------------------------------------------------
Fitch Ratings has assigned Asset-Backed European Securitisation
Transaction Twenty-Five S.r.l. (A-Best 25) expected ratings.

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

   Entity/Debt               Rating           
   -----------               ------           
Asset-Backed European
Securitisation
Transaction Twenty-Five
S.r.l. (A-Best 25)

   A IT0005621880        LT AA(EXP)sf   Expected Rating
   B IT0005621898        LT A+(EXP)sf   Expected Rating
   C IT0005621906        LT BBB+(EXP)sf Expected Rating
   D IT0005621914        LT BBB-(EXP)sf Expected Rating
   E IT0005621922        LT BB+(EXP)sf  Expected Rating
   M IT0005621930        LT NR(EXP)sf   Expected Rating
   X IT0005621948        LT BB(EXP)sf   Expected Rating

Transaction Summary

A-Best 25 is a static securitisation of performing fixed-rate auto
loans advanced to Italian individuals (including "VAT borrowers",
for example, professionals) and SMEs by CA Auto Bank S.p.A. (CAAB,
A-/Positive/F1), owned by Crédit Agricole Consumer Finance, part
of Crédit Agricole S.A. (A+/Stable/F1).

KEY RATING DRIVERS

Non-Captive Origination, Higher Defaults: Historical default data
for the most recent vintages are at the high end of Italian
non-captive lenders and Fitch has assigned base-case defaults for
new and used vehicles of 3.0% and 4.25%, respectively. Origination
from new vehicles by former captives shows a stable performance
trend and Fitch has assigned a 2.25% base case. As result, Fitch
expects a weighted average (WA) lifetime default rate of 3.5%.

Higher Base-Case Recoveries: CAAB's recovery rates are higher than
other Italian non-captive lenders'. Compared with the previous
Italian A-Best deal, Fitch has maintained its base-case recovery
rate for both new and used vehicles at 35% as well as a 50% 'AAsf'
recovery haircut. Recoveries from defaulted loans rely mainly on
borrowers' restored performance and loan settlements, rather than
car sale proceeds, as Italian auto loans are unsecured.

Initial Sequential Paydown Provides Support: The class A to M notes
will switch from a sequential to a pro-rata paydown in August 2025.
The initial sequential amortisation allows credit enhancement (CE)
to build up to support the rated notes before the pro-rata
amortisation is triggered. The notes will switch back to sequential
if certain triggers are breached. Fitch views the principal
deficiency ledger (PDL) trigger as tight enough to limit the length
of the pro-rata period.

'AAsf' Sovereign Cap: The class A notes are rated at their highest
achievable rating, six notches above Italy's sovereign rating
(BBB/Positive/F2), the cap for Italian structured finance and
covered bonds. The Positive Outlook on the class A notes reflect
that on the sovereign.

RATING SENSITIVITIES

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

A downgrade of Italy's rating and the related rating cap for
Italian structured finance transactions, currently 'AAsf', could
trigger a downgrade of the class A notes' ratings.

Unexpected increases in the frequency of defaults or decreases in
recovery rates that could produce larger losses than the base case
and could result in a negative rating action on the notes. For
example, a simultaneous increase in the default base case by 25%
and a decrease in the recovery base case by 25% would lead to
downgrades of up to three notches on the class A to E and class X
notes.

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

An upgrade of Italy's rating and the related rating cap for Italian
structured finance transactions, currently 'AAsf', could trigger an
upgrade of the class A notes' ratings if available CE is sufficient
to withstand stresses associated with higher ratings.

For the class B to E notes and class X notes, an unexpected
decrease in the frequency of defaults or an increase in recovery
rates producing smaller losses than the base case could result in a
positive rating action. 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 three notches for the class
B to E and X 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

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.

FLOS B&B ITALIA: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Flos B&B Italia S.p.A.'s (Flos)
Long-Term Issuer Default Rating (IDR) at 'B'. The Outlook is
Stable. Fitch has also affirmed Flos's senior secured debt at 'B'
with a Recovery Rating of 'RR4'.

Flos's ratings reflect tight leverage headroom and weaker interest
coverage, balanced by the good quality of its portfolio of high-end
lighting and furniture offering. Fitch expects a rebound in volumes
and order intake, supporting a profitability recovery over the next
12-24 months, driven by market stabilisation in Europe and further
geographic expansion into the US, China, and the Middle East.

The Stable Outlook reflects its forecast of Flos's EBITDA leverage
reducing to below 6x from 2025 from an estimated 6.1x at end-2024
due to projected EBITDA growth to above EUR160 million. It also
reflects Fitch's expectation of sustained positive and growing free
cash flow (FCF) generation, which will support adequate liquidity
in the medium term.

Key Rating Drivers

Sales to Resume Growth in 2025: Fitch anticipates a return to low
single-digit sales growth in 2025, supported by new international
projects, store openings and stabilisation in the Nordics and
Italy, as evident in early signs of order intake reversal and
revenue growth in 3Q24. This follows a 3% sales decline projected
for 2024, due to volume contraction of 1H24 resulting from
challenging market conditions in both the lighting and furniture
sectors.

The wholesale and contract segments are showing modest recovery,
supported by two large projects in the Americas, after weak 1H24
trading due to delayed project phases and a strong 2023 base.

Resilient Profitability: Fitch estimates Flos will recover its
profitability to above 20.1% in 2024, 60bp higher than last year,
due to reduced inflationary pressures and the implementation of
internal efficiencies. Fitch forecasts EBITDA margin will improve
to above 21% in next four years, supported by the growth of the
direct-to-customer channel, which allows greater control over
pricing and lower costs, as well as ongoing brand reinforcement.

Flos benefits from a flexible cost structure, given its largely
variable costs of around 70%, which, combined with
cost-optimisation measures and cost pass-through, will help protect
and support margins. Flos's pricing strategy has helped preserve a
gross margin of 60%-61%, despite some weakening in volumes.

Limited Rating Headroom: Fitch forecasts Flos's EBITDA leverage to
be stable at 6.1x at end-2024, which is tight for the rating. As
Fitch assumes volumes and EBITDA to further improve from 2025,
Fitch forecasts a gradual recovery in rating headroom on
deleveraging to below 6x in 2025, and to below 5.5x thereafter. Any
delay in the operating profitability recovery would result in
leverage remaining high and could lead to a negative rating
action.

Tightened Interest Coverage: Fitch forecasts interest coverage to
structurally weaken to around 1.8x in 2024 from 3.1x in 2022, below
its negative sensitivity of 2x on a higher cost of debt after the
2023 refinancing, coupled with weaker EBITDA generation in 2024.
Fitch projects a slight improvement in interest cover to 2.0x by
2025 on gradual EBITDA growth and lower base interest rates. Such
metric levels will be tight but consistent with the rating.

Positive and Growing FCF: Fitch expects FCF margins to remain
positive at 3%-5% during 2024-2027, due to resilient profitability
and minimal working-capital requirements. This will allow Flos to
accommodate moderately high capex of 4.5% of revenue. For 2024,
Fitch expects some working-capital inflow due to inventory
destocking and increasing customer advance payments. A largely
flexible cost base and strong supply chain management also
contribute to low working-capital requirements during the forecast
period. Sustained positive FCF and moderating leverage are key to
the IDR and Stable Outlook.

Derivation Summary

Flos's ratings reflect its premium brand portfolio in high-end
lighting and furniture, reasonable diversification by products and
channels, and high leverage. Its catalogue is biased towards
residential customers, while its distribution is mainly wholesale,
although it has a relevant e-commerce presence and a more volatile
contracting business.

Flos's luxury peers are Capri Holdings Limited (BBB-/Rating Watch
Negative (RWN)), the owner of Versace, Jimmy Choo, Michael Kors
(USA), Inc. (BBB-/RWN), and Tapestry Inc., the owner of Coach, Kate
Spade and Stuart Weitzman. Compared with Flos, Fitch sees higher
fashion risk for Capri and Tapestry as well as higher exposure to
retail distribution. However, the comparability is limited as Flos
is smaller, with material differences in the capital structure.

Within Fitch's LBO portfolio of branded consumer goods, Flos shares
similarities with shoe producers Birkenstock Holding PLC
(BB/Positive) and Golden Goose S.p.A. (B+/Stable). The latter has a
smaller business scale and faces higher fashion and retail risks
than Flos, but these are balanced by its materially higher margins.
Birkenstock's rating reflects its larger scale, stronger brand
recognition, better margins and lower leverage than Flos's,
especially after its recent IPO and partial debt prepayment.

Afflelou S.A.S. (B/Stable), a franchisor in the optical and hearing
aid product markets, also has strong brand recognition and customer
loyalty, but with a wider exposure to retail distribution than
Flos. Affelou's retail risks are mitigated by its healthcare
characteristics and constructive reimbursement policies for optical
and hearing aid products in its core French market.

Key Assumptions

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

- Total revenue to decline 3% in 2024, grow 3% in 2025 and 4.5%-6%
in 2026 and 2027, on organic growth and bolt-on M&As

- EBITDA margins of 20%-21% during 2024-2027

- Minor working capital-related cash swings during 2024-2027

- Capex on average at 4.5%-5% of sales for the next four years

- Deferred M&A considerations of about EUR40 million in 2024 and
EUR18 million in 2025, with scope for bolt-on acquisitions of about
EUR50 million a year between 2026 and 2027

Recovery Analysis

The recovery analysis assumes that Flos would be considered a going
concern (GC) in bankruptcy and that it would be reorganised rather
than liquidated, given its immaterial asset base and the inherent
value within its distinctive portfolio of brands. Additional value
lies in its retail network and wholesale and contract client
portfolio. Fitcj has assumed a 10% administrative claim.

Fitch assesses GC EBITDA at about EUR95 million, following slower
revenue growth due to weak expansion under certain distribution
channels and as weaker pricing leads to lower margins.

At the GC EBITDA, Fitch estimates Flos would face an unsustainable
capital structure, making refinancing extremely difficult, and
thus, necessitating some form of debt restructuring.

Fitch used a 6.0x multiple, which is at the high end of its
distressed multiples for high-yield and leveraged finance credits.
Its choice of multiple is justified by the premium valuations in
the sector involving strong design and luxury brands. The security
package includes share pledges in the main operating subsidiaries.
No security is provided over the IP rights, access to which is,
however, protected by negative pledges and limitation-of-lien
provisions.

The revolving credit facility (RCF) of EUR140 million is assumed to
be fully drawn on default. The RCF ranks super senior, ahead of the
senior secured notes. Fitch expects Flos's factoring facilities of
around EUR6 million to remain available during the bankruptcy,
given its industry and client base. Its waterfall analysis
generates a ranked recovery for the senior secured noteholders in
the 'RR4' category, leading to a 'B' instrument rating. This
results in a waterfall-generated recovery computation output
percentage of 41%.

RATING SENSITIVITIES

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

- EBITDA leverage below 5.0x on a sustained basis, including as a
result of lower target leverage

- EBITDA interest coverage higher than 3.0x on a sustained basis

- FCF margin at 5% or higher as a result of successful pass-through
of input cost increases and strong retention of pricing power

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

- EBITDA leverage higher than 6.0x through the cycle, as a
consequence of debt-funded acquisitions or higher drawdowns under
the RCF

- EBITDA interest coverage deteriorating towards 2x

- FCF margin lower than 2%

Liquidity and Debt Structure

Satisfactory Liquidity: Fitch assesses Flos's liquidity as
satisfactory. Fitch expects available cash at end-2024 to be about
EUR60 million, on top of the undrawn EUR140 million RCF as of
October 2024. The next material senior secured debt is EUR470
million due in May 2026.

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
   -----------                 ------       --------   -----
Flos B&B Italia S.p.A.   LT IDR B  Affirmed            B

   senior secured        LT     B  Affirmed   RR4      B

MUNDYS SPA: S&P Affirms 'BB+/B' ICRs, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term issuer credit and
issue ratings on Mundys SpA, along with its 'B' short-term issuer
credit rating.

The stable outlook reflects S&P's expectation that the group will
continue to generate cash flows from stable infrastructure assets,
supporting FFO to debt of 12%-13% over 2024-2026, and that Mundys'
shareholders would consider providing equity support in the event
of a sizeable acquisition at Abertis.

Mundys' continued solid operational performance across a portfolio
of good quality toll-road and airport infrastructure assets
underpins its strong business risk profile.  S&P said, "Abertis,
Mundys' largest asset, which we proportionally consolidate at 50%,
accounts for more than 60% of EBITDA and about 30% of dividends. It
enjoys a high degree of diversification across toll-road assets,
with strong cash flow growth in recent years supported by
inflation-indexed tariffs. The 50%-owned Gruppo Costanera currently
accounts for 20% of total dividends and holds a strong competitive
position as the main toll road operator in Santiago, Chile.
Consequently, we expect road traffic to grow at least in line with
country-specific GDP levels over the next two years, supported by
the company's 10-month 2024 traffic results led by Brazil (4.0%
versus 2023), Mexico (4.0%), and Spain (3.9%). Growth was
moderately negative in France (-0.6%), Italy (-0.4%), and Chile
(-0.4%), albeit in line with expectations."

The 99%-owned Aeroporti di Roma (AdR), which accounts for about 17%
of adjusted EBITDA, has outperformed its peers as the largest
airport in Italy. S&P expects 2024 volumes will likely exceed 2019
levels by more than 6% and increase by 3% from 2025 onward. Cash
flows will also be supported by the 3%-4% increase in annual
aviation charges over 2024-2028.

As a holding company, Mundys' credit quality is negatively affected
by its reliance on dividends rather than direct access to all
subsidiary cash flows.  The Mundys group has significant minority
interests, notably at Abertis and Costanera. S&P said, "At the same
time, we treat Aeroporti di Roma (stand-alone credit profile: 'a')
as an insulated subsidiary given its regulatory oversight and
financial covenants--albeit with significant leeway--under its
concession agreement. As such, we perceive a risk of cash flow
restrictions within the group, and as such we adjust Mundys' group
credit quality downward by one notch."

S&P said, "Notwithstanding strong cash flows, we expect FFO to debt
to remain at about 12%-13%, given high capital spending at
Costanera and AdR, as well as elevated dividends.  We forecast
substantial capital expenditure (capex) at AdR over 2024-2026,
which will reach about EUR1.3 billion. This will increase leverage
at this subsidiary, despite higher aviation charges and increased
passenger traffic, with FFO to debt falling to 26%-27% from 38% in
2023. Equally, at Costanera, we anticipate high spending, doubling
to EUR200-EUR300 million per year in 2025-2027 from about EUR100
million in 2024. Combined with higher dividends, we anticipate FFO
to debt at this subsidiary to fall to about 16%-17% in 2026 onward,
from about 25% in 2024.

"Nevertheless, we forecast debt reductions of EUR1 billion per year
at the Abertis level (at 100% and absent any acquisitions). While
we expect Abertis' FFO to debt metrics to strengthen toward 15% by
2028 from about 11% in 2024, we consider this to be credit neutral.
This is because it is offset by the gradual shortening of its key
French concessions, which mature in 2031 and 2033, leading to a
significant drop in EBITDA and metrics thereafter.

"In the event of sizeable debt-funded acquisitions, we would expect
Mundys' shareholders to provide some financial support.   Our
forecasts do not factor in the likely additional debt at Abertis to
extend its average concession life ahead of its main French
concession maturities in 2031-2033. However, we currently assume
such acquisitions would be undertaken in a sufficiently
credit-supportive manner, typically with partial equity funding.
This implies shareholder support from Edizione and Blackstone
Infrastructure Partners (BIP) would be forthcoming, whether through
direct equity contribution or a reduction in dividends. This also
applies to any potential acquisition to help further diversify
Mundys' portfolio.

"Given the significant leverage and intermediate holdco debt at
Abertis, we complement our analysis by assessing Mundys' credit
quality excluding Abertis.  Mundys relies on dividend distributions
from its subsidiaries to service its debt, which stands at EUR4.3
billion at the holding company level as of Sept. 30, 2024 (about
EUR4.0 billion on a net debt basis). Dividends from Abertis,
totaling EUR300 million per year, account for about 30% of Mundys'
dividend inflows. Moreover, we think Abertis' ability to keep its
dividends flat in the longer term is uncertain given its
deleveraging objectives. Hence, we have run a scenario excluding
Abertis (cash flows, debt, and dividends). This points to leverage
remaining elevated, with FFO to debt metrics of approximately
11%-12%, due to high spending at subsidiaries outside Abertis.

"Mundys has demonstrated a track record of improved internal
governance and risk management procedures, leading us to revise our
assessment to neutral.  In addition to materially lower legal and
regulatory risks following the sale of ASPI and the change in
ownership in 2022, which resulted in a new board and management at
Mundys, we think the company has made sufficient strides in
strengthening its internal controls and risk management procedures.
We also note the existence of a governance framework that requires
BIP (37.8% stake) to approve strategic decisions and the use of
cash flows. The presence of the shareholder agreement and proactive
minority shareholder also means that we do not consider Edizione
(57%) to have exclusive control on all decisions. Therefore, we
determine our ratings on Mundys independently from its
shareholders.

"The stable outlook on Mundys reflects our expectation that the
group's strong infrastructure assets will continue to generate
predictable cash flows. We also expect any material debt funded
acquisitions by Abertis (or Mundys) would be accompanied by some
financial or equity support from Mundys' shareholders.

"We expect the group to generate FFO to debt of about 12% in
2024-2026, based on the proportionate consolidation of Abertis. Our
ratio expectations and thresholds depend on the average concession
life of Mundys' assets (with Abertis' key French concessions
expiring in 2031-2033) as well as on the impact of acquired group
assets.

"We could take a negative rating action if we expect Mundys will
not be able to maintain FFO to debt comfortably above 9%-10% over
the medium term. Similar to the upside threshold, these levels are
dynamic and depend on the evolution of the group's average
concession life."

This could happen if the group's debt increases, for example, if
debt-funded support to subsidiaries or acquisitions is not
appropriately supported by Mundys' shareholders.

S&P said, "Although currently not anticipated, a material reduction
in BIP's shareholding combined with changes to the shareholder
agreement could lead us to reassess our rating on Mundys. In such a
situation, we could consider Edizione as the principal controlling
shareholder, whose credit quality we would need to assess to
determine if our ratings on Mundys linked to it."

S&P could raise its issuer credit rating on Mundys by one notch
if:

-- FFO to debt metrics strengthen to sustainably above 13%. This
threshold could be gradually raised if Mundys' or Abertis' weighted
average concession life trends down.

-- There is evidence of meaningful equity or financial support
from Mundys' shareholders in the event of sizeable acquisitions,
particularly by Abertis; and/or

-- There is a further increase in diversity of direct operating
subsidiaries and their dividend flows or lower holdco debt.

S&P said, "If we were to raise our issuer credit rating on Mundys
to 'BBB-', we would evaluate whether its issue ratings should be
raised concurrently or left unchanged at 'BB+' due to structural
subordination. This will depend on our view of sustainable asset
coverage for Mundys' holdco debt holders, which depends on the
equity value of entities with low leverage, such as AdR. We would
also consider the extent to which the bulk of priority debt is
concentrated at Abertis.

"In our view, environmental, social, and governance factors have a
neutral influence on our credit rating analysis on Mundys.
Following the ASPI disposal in 2022, we consider any legacy risks
in association with the collapse of the Genoa bridge to be limited,
hence we do not see elevated exposure to further social risks.
However, with respect to the airport sector to which Mundys is
exposed to, we consider airports remain negatively exposed to
health and safety considerations, as underlined by the
traffic-related disruption during the pandemic. However, with
traffic at AdR having already recovered to pre-pandemic levels in
2023, we do not anticipate government policies that could limit
traffic growth at operated airports. Furthermore, AdR's regulatory
framework allows the company to recover lost revenue due to
materially lower traffic volumes than expected if events similar to
the pandemic were to occur again.

"We think environmental factors are less important in our
short-term credit quality assessment on Mundys. For its toll road
activities, we consider a changing automotive fleet leading to
lower carbon emissions will not lead to significantly lower
traffic. However, in the very long term, we cannot exclude the
possibility of traffic volume moderation due to environmental
policies or behavioral changes. Equally, we do not anticipate a
major transfer of freight from roads to more environmentally
friendly modes, such as rail, given the substantial competitive
advantage that trucks have in terms of flexibility and service
quality."

The airport sector is exposed to environmental factors that could
have negative credit implications. This includes decarbonization
targets that may limit potential traffic growth and increase
investment obligations. However, S&P thinks AdR is less exposed to
environmental pressures than peers such as Aeroports de Paris,
which is subject to high environmental taxes, and Royal Schiphol,
which is exposed to capacity caps. This is because AdR already
operates restricted flight schedules at Ciampino airport, with
capacity capped at 70% of 2019 levels. This has not significantly
affected traffic because passengers have been diverted to
Fiumicino, AdR's largest asset.


OMNIA DELLA: Fitch Assigns Final 'B' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned Italian-based diversified manufacturing
company Omnia Della Toffola S.p.A. (Omnia Technologies) a final
Long-Term Issuer Default Rating (IDR) of 'B'. The Rating Outlook is
Stable. Fitch has also assigned a final rating of 'B' with a
Recovery Rating of 'RR4' to Omnia Technologies' issued EUR500
million senior secured floating-rate notes.

The rating is constrained by high leverage, Fitch's forecast of
volatile free cash flow (FCF) generation, and the group's small
scale. It also reflects Omnia Technologies' moderate business
profile with a leading market position in a niche industry. It has
good geographical and customer diversification, a modest product
range, and a highly profitable service revenue contribution. Fitch
expects the group to generate solid EBITDA profitability comparable
with other Fitch-rated industrial peers.

The Stable Outlook indicates its expectation that Omnia
Technologies will generate sustainable revenue and EBITDA,
underpinned by stable demand from end-markets, primarily the
beverage industry.

Key Rating Drivers

Growth via Acquisitions: Omnia Technologies has increased its scale
and diversification through 23 acquisitions (majority bolt-on) over
the last four years, particularly in 2023 and 2024. This increased
the group's revenue to about EUR700 million on an annual run-rate
basis, while reported revenue in 2023 was about EUR300 million
(excluding the majority of the acquisitions). Management is
focusing on improving the group's profitability and completing the
integration of the recent acquisitions. No further material
transformative acquisitions are planned.

Leverage to Improve: Fitch forecasts EBITDA leverage to decrease to
5.5x by end-2025, based on the full consolidation and contribution
from all the acquired assets over the last four years. Fitch
forecasts steady improvement of EBITDA thereafter, due to revenue
growth and margin improvement with EBITDA leverage reaching 4.8x by
end-2027.

Solid Profitability Expected: Historical statutory financials are
not representative as the group has undertaken many acquisitions.
Its rating case foresees EBITDA margins at between 13% and 14.5%
through the forecast horizon. Fitch expects the group will benefit
from management's optimisation initiatives, the completion of the
integration process, and other synergy effects. Steady
profitability improvement is also supported by a growing share of
aftermarket revenue, which contributes 26% of total group sales.

Volatile FCF: Fitch forecast minimal FCF margins in 2025, partly
eroded by expected capex. With no dividend payments, a sustainable
capex level, and expected improvement in EBITDA generation, Fitch
forecasts FCF margins will become sustainably positive in the low
single digits during 2026-2027. This should support the group's
deleveraging capacity over the rating horizon.

Good Diversification: Omnia Technologies' business profile reflects
good geographical and customer diversification. About 21% of
pro-forma (for acquisitions) revenue in 1H24 is exposed to Italy,
32% to the rest of Europe, 17% to North America, 14% to Asia, and
16% to other regions. The group also benefits from a wide range of
customers, with the top 10 representing only 10% of revenue.

Leading Market Position: The group produces machinery primarily for
the beverage sector, particularly in wine, soft drinks, water, and
spirits end-markets. In this niche market, Omnia Technologies holds
a leading position, selling its products globally. It has a
well-established footprint and long-term relationships with
customers. Its product portfolio covers the full value chain across
end-markets, which provides a sustainable order backlog and certain
revenue visibility.

Lower Cyclical End-Markets: The group's underlying market is
represented by the variety of the beverage industry, known for its
stable demand and non-cyclical industry nature. Beverage industry
demand is supported by population growth, urbanisation, and the
rise of disposable income. This provides visibility and
sustainability for Omnia Technologies' revenue and EBITDA
generation.

Integration Risk: Fitch expects heightened integration risk for
ACMI, a producer of high-speed end-of line equipment, and the SACMI
beverage division, a producer of high-speed blowing and filling
equipment, as these acquisitions are of much larger scale than
previous ones. Execution risk is mitigated by a well-defined M&A
execution and integration strategy implemented since 2020 with 10
companies successfully fully integrated and EUR16 million EBITDA
synergies achieved. Nevertheless, if further synergies are not
realised, EBITDA growth targets will not be met, potentially
putting pressure on the rating.

Derivation Summary

Omnia Technologies has a leading position in the niche markets of
producing manufacturing equipment used in the spirits and wine
segments of the beverage industry. Similar to Flender International
GmbH (B/Stable), EVOCA S.p.A. (B/Stable), Ammega Group B.V.
(B-/Stable), Omnia Technologies' business profile is constrained by
a less diversified product range and end-markets exposure than at
larger industrial peers. Nevertheless, the group has good
geographical diversification similar to Ahlstrom Holding 3 Oy
(B+/Stable), Ammega, Flender, and INNIO Group Holding GmbH
(B/Positive).

Omnia Technologies' financial profile is characterised by an
expected solid double-digit EBITDA margin from 2024 onwards, which
is similar to that of some Fitch-rated diversified industrial peers
such TK Elevator Holdco GmbH (B/Stable), and Ahlstrom. Fitch
forecasts a material improvement in FCF margins to low single
digits from 2025, which will be comparable with those expected for
Ahlstrom but lower than Evoca's and Ammega's.

Fitch forecasts Omnia Technologies' net leverage will reach 5.5x at
end-2025, which would be commensurate with that of Ahlstrom but
lower than Flender's, TK Elevator's and Ammega's.

Key Assumptions

- Revenue growth of around 50%-60% for 2024 and 2025, due to recent
large acquisitions and of low single digits in 2026 and 2027

- Optimisation programme and synergies from acquisitions to drive
EBITDA margin to 13% in 2024 and to 14.5% by 2027

- Capex at EUR24 million in 2024-2026, decreasing to EUR22 million
in 2027 once growth capex on acquisitions slows

- No M&As to 2027

- No dividend payments to 2027

Recovery Analysis

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

- A 10% administrative claim

- Fitch estimates the GC EBITDA at EUR70 million, reflecting its
view of a sustainable, post-reorganisation EBITDA on which Fitch
bases the valuation of the group

- An enterprise value (EV) multiple of 5.0x is applied to the GC
EBITDA to calculate a post-reorganisation valuation. It reflects
Omnia Technologies' good market position in the production of
equipment for beverage industry, and healthy geographical and
customer diversification. The EV multiple also reflects the group's
constrained scale in comparison to peers'.

- Post-transaction Fitch estimates senior debt claims at EUR616
million, which include a EUR90 million super senior secured
revolving credit facility (RCF), EUR500 million senior secured
notes and an additional EUR26 million of other debt that ranks
equally with the notes

- Its waterfall analysis generates a ranked recovery for Omnia
Technologies' notes equivalent to a Recovery Rating of 'RR4',
leading to a 'B' rating. The waterfall generated recovery
computation output score is 43%

RATING SENSITIVITIES

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

- EBITDA leverage below 5.0x

- FCF margin consistently above 2%

- Successful implementation of strategic optimisation initiatives
and integration following the acquisitions, leading to EBITDA
margin growth

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

- EBITDA leverage above 7.0x

- EBITDA interest coverage below 2.0x

- Consistently negative FCF margin

- Aggressive shareholder-friendly policies or acquisitions leading
to a further increase in leverage

Liquidity and Debt Structure

Sufficient Liquidity: Post-the bond issue, Omnia Technologies has
EUR41 million cash on hand and a new EUR90 million revolving credit
facility with a maturity on 2031. This will be adequate to fund the
forecast negative FCF for 2024. FCF generation from 2026 provides
additional liquidity in the medium term.

No Significant Maturities until 2031: Post-the bond issue, the
company has EUR526 million of debt, with the majority consisting of
the EUR500 million senior secured floating-rate notes. The maturity
of the notes is seven years, which means the company will have no
material scheduled debt repayments until 2031.

Issuer Profile

Omnia Technologies is an Italian-based company providing automated
machinery and end-to-end solutions, mainly for the wine and
beverage industry but also the pharmaceutical industry.

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
   -----------             ------         --------   -----
Omnia Della
Toffola S.p.A.       LT IDR B  New Rating            B(EXP)

   senior secured    LT     B  New Rating   RR4      B(EXP)



=============
R O M A N I A
=============

CEC BANK: Fitch Assigns 'BB(ExP)' Rating to Sr. Non-Preferred Notes
-------------------------------------------------------------------
Fitch Ratings has assigned CEC Bank S.A.'s (CEC; BB/Stable/bb)
upcoming senior non-preferred (SNP) issuance a 'BB(EXP)' expected
long-term rating.

The assignment of a final rating is contingent on the receipt of
final documents conforming to the information already received.

The bonds are expected to be euro-denominated with a maturity in
2029 and a call option in 2028. The bonds will be issued under the
bank's euro medium-term note programme.

Key Rating Drivers

CEC's SNP debt is rated in line with the bank's Long-Term Issuer
Default Rating (IDR). This is in line with the baseline notching
under Fitch's Bank Rating Criteria and reflects its expectation
that the bank's resolution buffer will be met only by SNP and more
junior instruments.

CEC's currently binding resolution requirements under minimum
requirement for eligible liabilities (MREL) are set at 20.81% of
its risk-weighted assets (RWAs; excluding the combined buffer
requirement (CBR), currently at 5.5% of RWAs).

At end-1H24, CEC's common equity Tier 1 (CET1) ratio stood at 17.2%
and its total capital ratio was at 22.4%, on a consolidated basis.
The bank's stock of MREL-eligible instruments exceeded the minimum
requirement by about 370bp of RWAs and comprised regulatory capital
and about RON2.1 billion of SNP already issued. The bank's
liability structure is dominated by customer deposits (around 90%
of total funding at end-1H24), of which 53% comprised retail
deposits.

CEC's ratings reflect moderate, albeit strengthening, business
profile, adequate capitalisation and reasonable funding and
liquidity. These offset asset quality and profitability that are
weaker than the sector's. (see 'Fitch Affirms Romania's CEC Bank at
'BB'; Outlook Stable' dated 5 February 2024).

Rating Sensitivities

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

The SNP debt rating would be downgraded if the bank's Long-Term IDR
is downgraded.

The SNP debt rating would also be downgraded to one notch below the
bank's Long-Term IDR if Fitch expects CEC will use senior preferred
debt to meet its MREL while SNP and more junior debt would not
exceed 10% of CEC resolution group's RWAs on a sustained basis.

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

The SNP debt rating could be upgraded if the bank's Long-Term IDR
is upgraded.

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           
   -----------                ------           
CEC Bank S.A.

   Senior non-preferred   LT BB(EXP)  Expected Rating



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

UZAUTO MOTORS: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed JSC UzAuto Motors' (UAM) Long-Term
Issuer Default Rating (IDR) at 'BB-' with a Stable Outlook and
senior unsecured bonds at 'BB-' with a Recovery Rating of 'RR4'.

The affirmation reflects Fitch's view that the strength of linkage
between UAM and its sole indirect shareholder, the Republic of
Uzbekistan (BB-/Stable), remains solid, as expressed by its
assessment of the state's responsibility and incentives to support
UAM as 'Extremely likely' under its Government-Related Entities
(GRE) Rating Criteria. This leads us to align UAM's IDR and Outlook
with that of the sovereign. Fitch assesses UAM's Standalone Credit
Profile (SCP) at 'b'.

Key Rating Drivers

Responsibility to Support: Fitch views 'Decision Marking and
Oversight' as 'Very Strong' as the company is 99.7% owned by the
state, although it may consider floating up to 5% of the capital
stock. The state has tight control over the company, approving
sizable investments such as the capex investment for global
emerging markets (GEM) platform, as well as the funding for the
project. UAM sets the car prices in coordination with the
government, ensuring that the pricing aligns with the state's
policies and expectations, especially on budget vehicles line up.

Fitch assesses 'Precedents of support' as 'Strong' as the state has
provided meaningful support via tax preferential status,
shareholder loans as well as import tariffs on other producers
(albeit recently significantly reduced). Following its good
underlying performance, UAM started to distribute dividends in 2021
as it no longer needed support from its parent.

Incentive to Support: Fitch assesses UAM's 'Preservation of
government policy role' as 'Strong' as it is the sole domestic auto
manufacturer in the country and directly and indirectly employs
more than 30,000 people in what the government identifies as a key
economic activity. The trade flows and auto financing activities
from UAM's vehicles sales are significant to the country's banking
system.

Fitch views 'Contagion risk' as 'Strong' as UAM is the first
Eurobond corporate issuer from Uzbekistan. Fitch believes it will
likely refinance the Eurobond due in 2026 with a similar
transaction and the company is also financed by leading domestic
banks. Fitch therefore believes that UAM's potential default could
affect the ability of Uzbekistan and other GREs to borrow on
international markets.

Sovereign Rating Alignment: These support factors, combined with
UAM's SCP, lead to its rating and Outlook being aligned with that
of the sovereign.

SCP Constrained: UAM's SCP reflects a weaker business profile than
other Fitch-rated carmakers, reflecting its limited scale, narrow
product range (and absence of a strong brand) and sales
concentration in Uzbekistan. UAM's operating activity is fully
dependent on its existing long-term license agreement with General
Motors Company (GM, BBB/Positive), which provides access to the
latter's technological knowledge.

Dominant Position: UAM's market share has declined in 2024, to
around 80% from 90% a few years ago. Market share dynamics are
driven by the ongoing liberalisation of Uzbekistan's economy, which
has led to eased tariffs on imported cars and the entry of foreign
players like Build Your Dreams. Fitch expects UAM to retain a
dominant market position in the medium term, despite the evolving
competitive landscape. This is because new entrants are focused on
vehicle types above the C segment and hybrid technologies with much
higher price tags. UAM's line-up continues to offer good
affordability for households with average incomes.

Improving Leverage Profile: Supported by steady growth unit sales
and healthy EBITDA margins, Fitch expects EBITDA leverage to
marginally decline to 0.7x by 2027 from 0.9x (end-2023), assuming
the Eurobond will be fully refinanced. The volatile FCF profile
remains a key financial profile constraint, despite being strong
for the SCP. A prudent working capital management, and better
visibility of positive FCF margins could support a higher SCP.

Healthy Operating Margins: Fitch deems UAM's EBIT margins, hovering
between 7-8%, as strong for the SCP. The refreshed model pipeline
contributed to a mix (e.g. SUV Tracker) and stronger pricing.
Additionally, production of more parts and components is being
localised (around 50%), supporting margins.

End of Capex Investment Cycle: UAM has undertaken material capex in
setting up the GEM platform for new models in the past three years,
amounting to USD480 million. About 80% of the planned capex has
already been deployed and the company has a renewed product base to
accommodate medium-term growth. Fitch expects capex to stabilise at
around 2.5% of revenues over the forecast horizon, mainly dedicated
to capacity expansion.

Derivation Summary

Fitch views UAM's assessment under its GRE Criteria as similar to
GRE peers in Uzbekistan such as JSC Almalyk Mining and
Metallurgical Complex (BB-/Stable) and JSC Uzbekneftegaz
(BB-/Stable) which are also aligned with the sovereign rating.

Considering UAM's 'b' SCP, its business profile is significantly
weaker than that of global automotive manufacturers including GM or
Ford Motor Company (BBB-/Stable). UAM does not own the brand of the
models it manufactures and the associated technological knowledge.
Moreover, despite its dominant position in its domestic market, UAM
is much smaller than peers. The company's product and geographical
diversification is also significantly weaker than that of global
automotive manufacturers.

UAM's EBITDA and EBIT margins, and partially its leverage, are
strong for the SCP, but its cash flow generation has been volatile
due to large annual working-capital swings and growth capex.

Key Assumptions

- Annual revenue trending to USD5 billion (equivalent) over the
rating horizon

- EBITDA margin around 10% supported by revenue growth and cost
control

- Negative to neutral working-capital changes

- Average capex at 2.4% of revenues from 2024

- Dividend pay-out ratio between 15% and 30%

- No M&A for the next four years

RATING SENSITIVITIES

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

- Upgrade of Uzbekistan's sovereign rating, assuming ties with the
government remain strong

- EBITDA leverage sustainably below 1.3x accompanied by sustainably
positive FCF margin could be positive for the SCP, but not
necessarily the IDR

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

- Downgrade of Uzbekistan's sovereign rating

- Evidence of weaker ties between Uzbekistan and UAM (including,
but not limited to, a change of UAM's protected status in the
market; a decline of government oversight of UAM; weakening of
financial and other support)

- EBITDA leverage sustainably above 2.3x or sustainably negative
FCF could be negative for the SCP but not necessarily the IDR

Liquidity and Debt Structure

Satisfactory Liquidity: Fitch expects UAM to end 2024 with about
USD142 million readily available cash and cash equivalents. Fitch
deems this satisfactory to sustain intra-year working-capital
swings. UAM has access to a USD75 million short-term trade finance
line and a syndicate loan facility of USD100 million for working
capital needs, which provides additional liquidity headroom.

Bullet Debt Maturity Profile: The Eurobond is the main borrowing
facility in UAM's capital structure, with maturity in May 2026. The
company also guarantees UzAuto Motors Powertrain's amortising loan
with the Export Credit Agency to fund its capex programme, which
Fitch considers part of its debt. Although UAM has no imminent debt
maturities, refinancing risk is rising and its own production
capacity expansion could mean additional funding needs.

Issuer Profile

UAM is the dominant car producer in Uzbekistan, and is more than
99.7% indirectly owned by JSC Uzavtosanoat, the state-owned company
that is the dominant controlling body of the automotive industry
within Uzbekistan. UAM produces and sells vehicles and spare parts
under the Chevrolet brand, mainly in Uzbekistan and Kazakhstan.

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

JSC UzAuto Motors has an ESG Relevance Score of '4' for Financial
Transparency due to limited record of audited financial statements
and below average quality of financial disclosure (e.g.
restatements) which has a negative impact on the credit profile,
and is relevant to the ratings in conjunction with other factors.

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

   Entity/Debt              Rating          Recovery   Prior
   -----------              ------          --------   -----
JSC UzAuto Motors     LT IDR BB-  Affirmed             BB-

   senior unsecured   LT     BB-  Affirmed    RR4      BB-



=========
S P A I N
=========

ABERTIS FINANCE: Fitch Rates New Hybrid Notes 'BB+(EXP)'
--------------------------------------------------------
Fitch Ratings has assigned Abertis Infraestructuras Finance B.V.'s
(Abertis Finance) proposed callable deeply subordinated capital
securities an expected rating of 'BB+(EXP). The Outlook is Stable.
The proposed securities would qualify for a 50% equity credit. The
final rating is contingent on the receipt of final documents
conforming materially to the preliminary documentation reviewed.

The new hybrid notes are guaranteed by Abertis Infraestructuras SA
(Abertis) and their proceeds are to be used for part repayment of
its outstanding hybrid notes.

RATING RATIONALE

The notes are deeply subordinated while coupon payments can be
deferred at the option of the issuer. These features are reflected
in the 'BB+(EXP)' rating, which is two notches lower than Abertis's
senior unsecured rating. The 50% equity credit reflects their
cumulative interest coupon, a feature that is more debt-like in
nature. The new notes will rank equally with Abertis's 'BB+' rated
outstanding EUR2.0 billion hybrids issued during November 2020 and
January 2021.

For further information on Abertis's rating, see 'Fitch Affirms
Abertis IDR at 'BBB'; Stable Outlook', dated 5 July 2024.

KEY RATING DRIVERS

Ratings Reflect Deep Subordination: The proposed notes are rated
two notches below Abertis's senior unsecured rating of 'BBB', given
their deep subordination relative to senior obligations. The notes
only rank senior to the claims of equity shareholders. Fitch
believes Abertis intends to maintain a consistent amount of hybrids
in the capital structure of EUR2 billion, and therefore apply 50%
equity credit to the full amount of hybrid securities.

Equity Treatment: The new securities will qualify for 50% equity
credit as they are deeply subordinated, have a remaining effective
maturity of at least five years, and full discretion to defer
coupons for at least five years and limited events of default.
These are key equity-like characteristics, affording Abertis
greater financial flexibility.

The interest coupon deferrals are cumulative, a feature more
debt-like in nature, resulting in 50% equity treatment and 50% debt
treatment of the hybrid notes by Fitch. Despite the 50% equity
treatment, Fitch treats coupon payments as 100% interest.

Mandatory Interest Payment Possible: Abertis will be obliged to
make a mandatory settlement of deferred interest payments under
certain circumstances, including the declaration of a cash
dividend. Under the existing shareholders' agreement, the dividend
policy is flexible and may be adjusted to maintain an
investment-grade rating threshold. However, Fitch cautions that
perceived deterioration in the shareholders' agreement, leading to
decreasing flexibility in the dividend policy, could negatively
affect the equity credit of the hybrid notes.

Effective Maturity Date: While the proposed hybrid is perpetual,
Fitch deems its effective remaining maturity as the date from which
the issuer will no longer be subject to replacement language
(second step-up date), which discloses the company's intent to
redeem the instrument at its reset date with the proceeds of a
similar instrument or with equity. This is applicable even if the
coupon step-up is within Fitch's aggregate threshold of 100bp.

The equity credit of 50% would change to 0% five years before the
effective maturity date. The issuer has the option to redeem the
notes in the three months immediately preceding and including the
first reset date, which is at least 5.25 years from the expected
issue date, and on any coupon payment date thereafter.

RATING SENSITIVITIES

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

- Fitch-adjusted leverage above 6.2x by 2025 under the Fitch Rating
Case

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

- Positive rating action is currently unlikely given Abertis's
acquisitive strategy

TRANSACTION SUMMARY

Abertis is a large Spanish-based infrastructure group with network
under management predominantly located in Spain, France, Brazil,
Chile, US and Mexico.

Date of Relevant Committee

04 July 2024

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           
   -----------                     ------           
Abertis Infraestructuras
Finance B.V.

   Abertis Infraestructuras
   Finance B.V./Toll
   Revenues - Second Lien/2     LT BB+(EXP)  Expected Rating

HYPESOL SOLAR: S&P Cuts Underlying Rating to B- on Tight Liquidity
------------------------------------------------------------------
S&P Global Ratings lowered its S&P underlying rating (SPUR) on
Hypesol Solar Inversiones S.A.U.'s (Hypesol) debt to 'B-' from
'BB-' and affirmed its 'AA' issue rating on the senior secured debt
with a stable outlook, reflecting the rating on the monoline
insurer Assured Guaranty (Europe) S.A. (AGE).

The SPUR remains on CreditWatch with negative implications because
S&P could further lower the underlying rating if the risk of not
meeting the minimum threshold to receive the full Rinv persists due
to the extended adverse market conditions and/or lack of any
mitigant materializing in the next three months, making the project
vulnerable to nonpayment.

In 2020, Hypesol (the project) issued EUR325.6 million of senior
secured debt, fully amortizing, fixed-rate notes, due June 30,
2037. At financial close, the issuer on-lent the bond proceeds to
Helios I and Helios II (together ProjectCos), on similar terms and
conditions as those of its own bond issuance. Helios I and Helios
II operate two concentrated solar power (CSP) plants in Ciudad Real
in Spain, generating cash flow by converting sunlight into
electricity. Each plant has a nominal capacity of 50 megawatts (MW)
and benefits from the special regime for renewable projects in
Spain until 2037.

S&P said, "We expect that the project will rely on its liquidity
reserves to cover the debt service in June 2025.   This results
from the combined effect of Hypesol's issue of unpaid curtailment
and systemic risk of negative hours corroding Hypesol's Rinv for
2024, which have progressed more negatively than our expectation
before summer. Based on actual numbers until mid-October, we
anticipate that about 20% of Hypesol's production will be generated
when prices are at zero or negative for periods of six or more
consecutive hours. Unpaid curtailments are expected to rise to
close to 20% in 2024, compared with our previous base-case
assumption of 15% which was already higher than the actual 12% in
2023. While there has been some recovery in the wholesale price
during the summer, as anticipated, this is not sufficient to offset
the negative cash effect of lower Rinv, which is expected to be
perceived upon the settlement with Comision Nacional de los
Mercados y la Competencia (CNMC) in February 2025 upon final
calculation of the production of this year. This is the first time
that plants would be in this situation. We estimate that for the
subsequent debt payment in June 2025, the liquidity drawdown from
the EUR13 million available debt reserves could be significant.

"If such market trends consolidate without any mitigant, we
estimate that the project would be at risk of insufficient
liquidity by June 2026.   This assumes that the level of negative
prices and unpaid curtailment in 2025 will remain in line with
2024, with an average capture price of EUR30 per megawatt-hour
(/MWh). A public consultation was launched at the end of July 2024,
and closed mid-September, by the Minister for Ecological Transition
and Demographic Challenge to solicit proposals to adjust the
special regime system in the current market conditions. It is not
clear if any change will be implemented, and when, or if they will
be effective in mitigating the negative consequence of the negative
hours and curtailment in the case of Hypesol. We acknowledge,
however, that there is a track-record of the changes in the
mechanics of the subsidized framework for renewables. In 2022, the
Spanish government approved two Royal Decree-Laws, by which the
regulatory period was split, for the purpose of stabilizing cash
flow amid a period of extreme volatility in prices.

The negative CreditWatch placement reflects the possibility of a
further downgrade in the SPUR in the coming months if we think that
Hypesol is vulnerable to nonpayment following increasing prospects
of a severe cut in the project's Rinv also related to 2025.

S&P could affirm the SPUR if it thinks that the project's liquidity
positions were reinforced by the easement of the market conditions,
in terms of negative hours and curtailment rate, or by potential
changes in regulatory requirements to allow the project to receive
the full Rinv related to 2025.


LUGO FUNDING: S&P Assigns Prelim BB- (sf) Rating to F-Dfrd Notes
----------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Lugo
Funding DAC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd
notes. At closing, Lugo Funding will also issue unrated class Z and
Y notes.

S&P said, "Our preliminary ratings address the timely payment of
interest and the ultimate payment of principal on the class A
notes. Our preliminary ratings on the class B-Dfrd, C-Dfrd, D-Dfrd,
E-Dfrd, and F-Dfrd notes address the ultimate payment of interest
and principal on these notes, and timely payment of interest when
they become the most senior class of notes outstanding. Unpaid
interest will not accrue additional interest and will be due at the
notes' legal final maturity."

Credit enhancement for the rated notes will comprise
collateralization and the reserve fund. The reserve fund will be
fully funded at closing and provide mainly liquidity support for
the payment of senior fees and interest due on the class A notes.
Any excess of the cash reserve over its required amount provides
credit support.

Lugo Funding is a static RMBS transaction. The preliminary pool of
EUR664,620,689 comprises 7,825 loan parts originated by Catalunya
Banc, S.A., Caixa d'Estalvis de Catalunya, Caixa d'Estalvis de
Tarragona, and Caixa d'Estalvis de Manresa. The assets are
primarily first-ranking loans secured against properties in Spain.
The portfolio is concentrated in Catalonia, where 71.24% of the
portfolio's property valuations are located. The portfolio also
contains 80% restructured loans and 71% that have been restructured
before 2020, which did not attract our reperforming adjustment. At
the same time, 18.76% of the portfolio is currently at least one
month in arrears.

The class A to F-Dfrd and Z notes' issuance proceeds will be used
to purchase the "participaciones hipotecarias" (PHs) and
"certificados de participacion hipotecarias" (CPHs) from the
seller. We consider the issuer to be a bankruptcy remote entity,
and we have received preliminary legal opinions that indicate the
sale of the assets would survive the seller's insolvency.

Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) is limited to a master
servicer role without prejudice to those non-delegable duties as
issuer of the PHs and CTHs, while Pepper Spanish Servicing S.L.U.
(Pepper) will be the servicer. Pepper will conduct all servicing
activities including primary and special servicing: arrears
management, restructuring, recoveries, and real estate owned (REO)
management.

The application of our structured finance sovereign risk criteria
does not constrain the preliminary ratings.

  Preliminary ratings

  Class     Prelim. rating*    Class size (%)

  A           AAA (sf)           79.50

  B-Dfrd      AA (sf)             3.55

  C-Dfrd      A (sf)              3.70

  D-Dfrd      BBB+ (sf)           2.00

  E-Dfrd      BBB (sf)            1.00

  F-Dfrd      BB- (sf)            1.00

  Z           NR                 11.04

  Y           NR                  N/A

*S&P's preliminary ratings address timely receipt of interest and
ultimate repayment of principal on the class A notes and the
ultimate payment of interest and principal on the other rated
notes. Its preliminary ratings also address timely payment of
interest due when the deferrable notes become the most senior
outstanding class. Any deferred and unpaid interest is due by the
legal final maturity.
NR--Not rated.
Dfrd--Deferrable.




===========
S W E D E N
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NORTHVOLT AB: Swedish Battery Maker Files for Chapter 11
--------------------------------------------------------
Northvolt AB and certain of its subsidiaries voluntarily filed for
Chapter 11 reorganization in the United States.  By enabling the
company to restructure its debt, appropriately scale the business
to current customer needs and secure a sustainable foundation for
continued operation, these Chapter 11 filings will help Northvolt
to implement the decisions made as part of its strategic review to
rescope the business and prioritize commitments to customers.

Northvolt will continue to operate as usual during the
reorganization, similar to other international companies that have
used the Chapter 11 process to reorganize their financial
obligations.  The company will continue to make deliveries to
customers, while fulfilling obligations to critical vendors and
payment of wages to employees.  The Chapter 11 restructuring
process in the U.S. is distinct from a bankruptcy or administration
proceeding in Sweden or many other countries.

Importantly, this process will allow Northvolt to access new
sources of funding, including approximately $145 million in cash
collateral.  In addition, one of Northvolt's existing customers has
committed to provide $100 million in new financing to support
Northvolt's business operations in the form of debtor-in-possession
(DIP) financing, which is a specialized type of financing for
businesses that are restructuring through a Chapter 11 process.

Northvolt Ett, the company's flagship battery gigafactory in
Skelleftea, Sweden, and Northvolt Labs in Vasteras, Sweden will
remain operational as Northvolt ramps up production to meet
commitments to its customers.  Northvolt Germany and Northvolt
North America, subsidiaries of Northvolt AB with projects in
Germany and Canada, are financed separately and will continue to
operate as usual outside of the Chapter 11 process as key parts of
Northvolt's strategic positioning.

Tom Johnstone, interim Chairman of the Board, commented: "This
decisive step will allow Northvolt to continue its mission to
establish a homegrown, European industrial base for battery
production. Despite near-term challenges, this action to strengthen
our capital structure will allow us to capture the continued market
demand for vehicle electrification. We are likewise pleased by the
strong support we have received from our existing lenders and our
customers."

As part of the restructuring process, which is anticipated to be
completed in the first quarter of 2025, Northvolt will evaluate
proposals for new money investment.  This process will include
engagements with both strategic and financial investors, as well as
existing lenders, shareholders and customers.

Johnstone continued: "Throughout this process, we will focus on
meeting our commitments to our stakeholders, including our
employees, customers, suppliers and the governments of the
countries in which we operate. As a reorganized entity, we aim to
establish a resilient base of operations and a competitive platform
for innovation and long-term growth that will advance our work to
build a more sustainable society."

As is customary in Chapter 11 proceedings, Northvolt has filed
certain "first day" motions that will allow it to meet its
obligations to employees, critical vendors and customers, as well
as to continue making tax, insurance and utilities payments.
Northvolt may take legal actions in other jurisdictions to
facilitate the U.S. Chapter 11 proceedings, which include entities
in the U.S., Sweden and Poland.

                     *     *     *

Irene Garcoa Perez, Kati Pohjanpalo, Rafaela Lindeberg, and Luca
Casiraghi of Bloomberg News report that Northvolt AB has sought
bankruptcy protection in the United States after efforts to secure
emergency funding fell through, leaving the company with just a
week's worth of cash. In its filing, Northvolt disclosed having
around $30 million in cash and $5.84 billion in debt.

According to Bloomberg News, filing for Chapter 11 is a critical
move to strengthen Northvolt's capital structure, co-founder and
investor Vargas stated in an emailed message.

"The past six months have underscored the complexities of building
and financing a new industry centered on high-performance battery
cells," Vargas explained, the report further relates.  He noted
that the company has made several tough but strategically vital
decisions, including filing for Chapter 11.

"This process will involve collaboration with strategic and
financial investors, along with existing shareholders and
customers," Vargas added. "We remain confident in Northvolt's
ability to overcome this challenging period."

The reorganization provides access to $145 million in cash
collateral and $100 million in debtor-in-possession financing.
During the Chapter 11 process, operations will continue without
interruption. The company will maintain deliveries to customers,
fulfill obligations to key vendors, and ensure employee wages are
paid, the report states. Northvolt Ett, the flagship battery
gigafactory in Skelleftea, and Northvolt Labs in Vasteras will stay
operational as the company accelerates production to meet its
commitments.

            About Northvolt AB

Northvolt AB was established in 2016 in Stockholm, Sweden.
Pioneering a sustainable model for battery manufacturing, the
company has received orders from several leading automotive
companies. The company is currently delivering batteries from its
first gigafactory, Northvolt Ett, in Skelleftea, Sweden and from
its R&D and industrialization campus, Northvolt Labs, in Västeras,
Sweden.

On Nov. 21, 2024, Northvolt AB and eight affiliated debtors filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90577).

The cases are before the Honorable Alfredo R. Perez.

Northvolt is being advised by Teneo as its restructuring and
communications advisor. Kirkland & Ellis LLP, A&O Shearman and
Mannheimer Swartling Advokatbyrå AB are serving as legal counsel.
The company has also engaged Rothschild & Co to run its marketing
process.  Stretto is the claims agent.



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

CD&R GALAXY UK: Fitch Cuts LT IDR to 'CCC-'; On Watch Negative
--------------------------------------------------------------
Fitch Ratings has downgraded the ratings of Galaxy US Opco Inc.,
CD&R Galaxy Luxembourg Finance S.a.r.l. and CD&R Galaxy UK
Intermediate 3 Limited (collectively Vialto Partners) to 'CCC-',
from 'CCC+'. Vialto Partners' first-lien term loan has also been
downgraded to 'CCC+' with a Recovery Rating of 'RR2', from
'B'/'RR2'. The ratings have been placed on Rating Watch Negative.

Fitch views the announcement that the company has reached an
agreement with certain existing lenders and its sponsor for a
transaction that would reduce outstanding debt by $700 million as
an indication that its financial position has continued to
deteriorate and has become untenable. The Rating Watch Negative
reflects Fitch's view that the transaction could result in a
distressed debt exchange (DDE), as defined by Fitch. An exchange
offer deemed by Fitch as a DDE would lead to a downgrade of the
ratings and the removal of the Rating Watch Negative.

Key Rating Drivers

Liquidity Severely Pressured: The company's sponsors committed to
provide a $225 million bridge facility of which a $70 million term
loan has been funded with the remaining $155 million available
under a delayed draw term loan.

Without these measures taken as part of the transaction, the
company would have run out of liquidity in the near term, as its
EBITDA generation is insufficient to cover debt service and its
liquidity position had diminished. Available cash and undrawn
revolver capacity halved as of March 2024, the latest reported
quarter, compared to figures reported in September 2023, and the
company remains highly leveraged.

Potential DDE: Fitch views the proposed transaction as aimed at
avoiding an eventual probable default given the company's
liquidity. Fitch would determine if the exchange is a DDE if, after
reviewing the documentation, it considers that the transaction
imposes a material reduction in terms compared to terms in existing
debt documents, and that the exchange has the effect of allowing
Vialto to avoid an eventual probable default.

Some of the features that could lead Fitch to determine that a
reduction in terms has occurred include a reduction in principal,
an extension of the maturity date, a deterioration in the form of
payment (for example, from cash to non-cash), and a transaction
that requires participating lenders to consent to amendments that
materially impair the position of non-participating lenders.

Announced Transaction: Vialto Partners announced a recapitalization
transaction that would reduce its outstanding debt by approximately
$700 million and deliver a $225 million equity investment. The
agreement was reached with its financial sponsor, Clayton, Dubilier
& Rice (CD&R), and certain existing lenders, including HPS
Investment Partners. Following completion, CD&R will remain the
majority shareholder and HPS will become an equity owner. The
transaction is anticipated to close in 1Q25 and is subject to
execution of definitive documentation pending regulatory approvals
and other conditions.

Separation from PwC: Vialto Partners became a newly branded entity
in April 2022 after its acquisition from Pricewaterhouse Coopers
(PwC) by CD&R in 1H22. The functional separation has been highly
complex and costly, leading to much weaker financial performance
than initially expected.

Derivation Summary

Vialto Partners is a leading provider of tax-related global
mobility solutions for corporate employees working across borders
and immigration services.

Vialto's Issuer Default Rating (IDR) reflects expectations of
elevated leverage, negative FCF and the execution risk surrounding
the company's strategy. To a lesser extent, it reflects Vialto's
recurring business, and solid market position, offset by limited
scale. The Rating Watch Negative reflects Fitch's view that the
announced transaction by the company to reduce its debt could
result in a DDE as defined by Fitch.

Key Assumptions

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

- Revenue grows by 3% to 4% over the ratings horizon;

- EBITDA margins benefit from incremental flow-through from higher
revenue and savings realized from various planned cost saving
initiatives;

- FCF is negative due to interest rates and costs to achieve
various cost saving initiatives;

- Benchmark interest rates of around 4.5% in fiscal 2025 and 4.0%
in fiscal 2026.

Recovery Analysis

For entities rated 'B+' and below, where default is closer and
recovery prospects are more meaningful to investors, Fitch
undertakes a tailored, or bespoke, analysis of recovery upon
default for each issuance. The resulting debt instrument rating
includes a Recovery Rating or published 'RR' (graded from RR1 to
RR6) and is notched from the IDR accordingly. In this analysis,
there are three steps: (i) estimating the distressed enterprise
value (EV); (ii) estimating creditor claims; and (iii) distribution
of value. Fitch assumes Vialto would emerge from a default scenario
under the going-concern (GC) approach versus liquidation.

Fitch's GC EBITDA is in the range of $130 million. This forecast
EBITDA assumes mis-execution and/or revenue loss from some of
Vialto's largest customers.

An EV multiple of 7x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. This is in-line
with recovery assumptions used for certain other business services
companies rated by Fitch.

Fitch assumes a fully drawn revolver and a 10% administrative
claim.

The recovery analysis results in a 'CCC+'/'RR2' issue and Recovery
Ratings for the first-lien credit facilities, implying expectations
for 71%-90% recovery.

RATING SENSITIVITIES

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

- An exchange offer deemed by Fitch to be a DDE would lead to a
downgrade of the IDR and the removal of the Rating Watch Negative;

- Liquidity deterioration;

- An expectation that a default, bankruptcy or restructuring is
increasingly likely.

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

- Positive rating action is unlikely until after the exchange
transaction closes in first-quarter 2025;

- Meaningful liquidity improvement;

- (CFO-capex)/debt sustained above 0%.

Liquidity and Debt Structure

Liquidity: The company had around $24 million of cash on the
balance sheet as of the last reported data in March 31, 2024, and
$46 million undrawn under its $200 million senior secured revolving
credit facility.

Debt Profile: Vialto's debt structure, as of March 2024, included a
$957 million first lien term loan B maturing in 2029, a $400
million second lien term loan maturing in 2030, and $153 million
drawn on its first lien secured revolver maturing in 2027. Debt
amortization is $10 million per year.

Issuer Profile

CD&R Galaxy UK Intermediate 3 Limited (dba, Vialto Partners) is a
leading provider of tax-related global mobility solutions for
corporate employees working across borders and immigration
services. Vialto also provides ancillary corporate HR-related
services including immigration compliance for work permits and
visas, cross-border payroll reporting & tracking solutions and
various other services.

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

CD&R Galaxy UK Intermediate 3 Limited has an ESG Relevance Score of
'4' for Governance Structure due to its concentrated ownership,
which has a negative impact on the credit profile, and is relevant
to the rating in conjunction with other factors.

CD&R Galaxy UK Intermediate 3 Limited has an ESG Relevance Score of
'4' for Financial Transparency due to the limited disclosure
regarding its financial position and business strategy, which has a
negative impact on the credit profile, and is relevant to the
rating in conjunction with other factors.

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

   Entity/Debt              Rating          Recovery   Prior
   -----------              ------          --------   -----
Galaxy US Opco Inc.   LT IDR CCC- Downgrade            CCC+

   senior secured     LT     CCC+ Downgrade   RR2      B

CD&R Galaxy
Luxembourg
Finance S.a.r.l.      LT IDR CCC- Downgrade            CCC+

   senior secured     LT     CCC+ Downgrade   RR2      B

CD&R Galaxy UK
Intermediate 3
Limited               LT IDR CCC- Downgrade            CCC+

DECHRA TOPCO: S&P Assigns Preliminary 'B-' ICR, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings assigned its 'B-' preliminary long-term issuer
credit rating to Dechra Topco Ltd. and 'B-' preliminary issue
rating to the company's GBP1.3 billion equivalent term loan B
(TLB), with a '3' recovery rating on the debt.

The stable outlook reflects S&P's view that Dechra will post solid
sales and earnings growth over the next 12 months while
implementing cost-control initiatives.

Dechra, a global specialist in veterinary pharmaceuticals and
related products focusing on companion animals-related specialty
therapeutics (makes up about 80% of sales), reported sales of
GBP796 million as of full-year June 2024 and S&P estimates an S&P
Global Ratings-adjusted EBITDA of GBP155 million-GBP165 million.
Despite its small scale, Dechra has a track record of solid growth
and profitability supported by favorable trends in the companion
animal product (CAP) market, a diversified portfolio of products in
attractive therapeutic areas and a strong recognition among
prescribers. At the same time, the company is going through a site
optimization and transformation program, which creates
extraordinary costs and, in our view, execution risks.

The preliminary 'B-' rating reflects Dechra's highly leveraged
capital structure, resultant weak FFO cash interest coverage, and
negative FOCF over the next 12 months.  Under the proposed capital
structure, the group will operate with an the RCF maturing in 2031
and TLB maturing in 2032. S&P said, "After refinancing, we assume
the RCF will be undrawn in the following year. We anticipate S&P
Global Ratings-adjusted debt to EBITDA of about 7.5x and a weak FFO
cash interest coverage of 1x-1.5x in 2025. We also anticipate FOCF
in 2025 of negative GBP70 million-GBP80 million. This is driven by
an expected larger interest cost burden in 2025 because the current
capital structure carries a higher interest margin and therefore
interest costs (the new capital structure with lower interest
margin will be implemented by half-year 2025) and exceptional costs
affecting reported EBITDA. These costs are associated with
restructuring at a number of manufacturing sites in 2025 as part of
its site optimization program, although we add these costs into
adjusted EBITDA because we view them as a transformative event. We
anticipate capital expenditure (capex) will decline as the company
closes manufacturing sites and assumes prudent working capital
management, although working capital requirements will expand as
the business does. Still, in our base-case scenario, we estimate
significant improvements in credit metrics from fiscal 2026 as
earnings increase and extraordinary costs disappear, both at the
operating and financing levels. At the same time, we acknowledge
the company's prudent interest rate management policy, with at
least 66% of debt hedged (75% currently), although cash interest
payments will still be meaningful. We anticipate deleveraging to
about 6.5x in 2026, FFO cash interest coverage of 1.5x-2.0x, and
FOCF turning positive at GBP15 million-GBP25 million. Under our
criteria, we view, the ownership by a financial sponsor and the
absence of a track record in maintaining leverage below 5x as a key
constraint to the rating. A consortium led by EQT acquired 76%
ownership of Dechra in January 2024, with the rest held by Abu
Dhabi Investment Authority (ADIA)."

Dechra has implemented a manufacturing site optimization program,
which results in extraordinary costs impairing earnings and cash
flow while ultimately yielding cost savings.   The company plans to
optimize its manufacturing footprint. So far, it has closed two
sites due to facility underuse and expensive cost structures. The
reorganization is expected to take two-to-three years, including
the tech transfer of products. Production will move in-house and to
partner contract manufacturing organizations (CMOs). The decision
is based on manufacturing capabilities and considering production
cost minimization, with Dechra expecting to generate GBP15
million-GBP30 million of run-rate savings. At the same time, the
company reviews and continues to bring in-house products from CMOs,
which it expects to deliver gross margin improvements. Currently,
CMOs manufacture about 50% of products, but management expects
in-house manufacturing to increase 5% in 2027. Sites
closure-related costs amounted to about GBP12 million in 2024 and
are budgeted for about GBP33 million in 2025, hindering reported
EBITDA and FOCF. S&P said, "We assume these costs will disappear
from 2026, and coupled with the strategic growth plan, we expect an
improvement in credit metrics. One facility is Med-Pharmex's.
Med-Pharmex is a U.S. based veterinary pharmaceutical manufacturer
that was acquired in fiscal 2023, providing further product scale
to Dechra's operations in the U.S., the world's largest animal
health market. We believe the optimization program carries
execution risks, which could result in costs in more years than
planned, although we do not account for extraordinary costs from
fiscal 2026 in our base-case scenario."

S&P said, "We anticipate acquisitions will continue, with Dechra
focusing on new technologies and innovative CAP pharmaceuticals.  
We think the company is likely to supplement growth with
acquisitions, which is associated with risks. In fiscal 2023, it
completed two material acquisitions--Med-Pharmex and Piedmont--for
a combined $474 million, which has created some near-term
operational challenges. Med-Pharmex's sales growth within the group
has been limited owing to needed quality improvements to products
(Ceftiflex, the largest contributor to sales, has been off the
market since fiscal 2023, with an expected relaunch in 2026) and
supply chain challenges on some products. Notwithstanding these
operational issues, the acquisition should provide some sales boost
and margin benefit from 2026, as per our base-case scenario. Dechra
also acquired Piedmont, a U.S.-based product development company
with a number of products in various stages of development in the
CAP market, in fiscal 2023, recording an intangible impairment of
GBP69.6 million during the year following a negative opinion from
the FDA relating to one of the products that resulted in a delay of
the project. In July 2024 (fiscal 2025), Dechra acquired Invetx for
$520 million (including future earn-outs). Invetx is a pioneer in
protein-based therapeutics with a focus on monoclonal antibodies to
treat chronic and severe diseases in cats and dogs. This was
financed through equity. The acquisition adds capabilities and
innovative products, and provides entry into the large and
high-growth monoclonal antibodies (mAbs) market. Also in July 2024,
Dechra acquired the Akston programs from Akston Biosciences, which
develops long-acting insulin treatments for diabetes in dogs and
cats, a once-a-week therapy, representing a significant improvement
from the current once-a-day products. Both innovations could become
Dechra's largest contributors to sales and earnings, although we
acknowledge some short-term risks integrating the new acquisitions,
given the track record with Med-Pharmex and Piedmont. We only
include small bolt-on acquisitions in our base-case scenario from
fiscal 2026 as Dechra will focus on developing its in-house
capabilities.

"We forecast an adjusted EBITDA margin of 21.0%-21.5% in fiscal
2025, rising to 23.0%-23.5% in 2026.   For the next two years, we
anticipate 5%-6% revenue growth, mostly on gradual volume recovery
due to the easing of cost-of-living pressures, aging pets from the
COVID-19 boom, and some contribution from innovative product
launches from fiscal 2026, all supported by a growing number of pet
owners and increased willingness to spend on pets' health and
wellbeing. Also, Dechra is optimizing its sales force via
commercial improvements and establishing greater scale in the U.S.
through sales representatives, while increasing penetration in
high-growth regions such as South Korea or Brazil. Gross margin
should improve, owing to site optimization, the shift to
higher-margin innovative products, and the increased mix-shift
towards CAP products. Additionally, the continued bringing product
production in house from CMOs will deliver gross margin
improvements. Higher EBITDA margins will flow from gross margin
growth, with procurement efficiencies initiatives and
rationalization of unprofitable and low-margin products
contributing to margin expansion. This will be partly offset by
sales force investment, increase in R&D and marketing expense as
the company promotes existing and new product portfolio. Still, we
expect an improvement of about 100 basis points (bps) in adjusted
EBITDA margin in 2025 and a further 200 bps in 2026. These
translate into adjusted EBITDA of GBP175 million-GBP180 million in
2025 and GBP203 million-GBP208 million in 2026."

Dechra's leadership position in CAP specialty pharmaceuticals,
coupled with high product quality and sales force differentiation,
partly offsets its small size and scale and potential execution
risks associated with the manufacturing site optimization.   Dechra
is the third-largest player in CAP specialty therapeutics globally,
with a presence mainly in Europe and North America (most developed
markets). In particular, Dechra is the no. 2 player in
endocrinology and anesthesia and no. 3 in dermatology for CAP. The
company's pharmaceuticals are highly differentiated. This, coupled
with a specialized and focused sales force, of which 40% are
qualified veterinarians, supports an established route-to-market
through regular contact with veterinary practitioners. Although
concentrated in specialty therapeutics, the CAP product portfolio
is well diversified between endocrinology (19% of total sales),
dermatology (19%), ), and ophthalmology (14%), among others, with
no reliance on one particular product. Dechra's market leadership
means it has a track record of customer stickiness and inflation
pass-through capabilities. Over 2022-2023, gross margins have been
stable despite high cost inflation, with pricing actions offsetting
cost increases. At the same time, gross margins are protected by
CAP growth, the launch and ramp-up of higher margin novel products,
and the bringing of manufacturing in-house, while the market is
relatively price-inelastic given medication's low costs of
production. Dechra has invested significantly in innovation with
R&D expense increasing to 7.5% in 2023 from 4.5% in 2018 and
expected to continue rising, allowing the company to maintain
market competitiveness. In our view, business weaknesses are mainly
as follows:

-- Dechra's modest scale of operations within the overall animal
pharmaceuticals market, much smaller than large players like Zoetis
and Elanco;

-- The concentration in small niche animal pharmaceutical
categories. Despite solid growth potential and Dechra's established
position and protective niche strategy, the market is small and the
no-substitutability nature of these pharmaceuticals prevents
growth; and

-- Execution risks associated with the site optimization program
with potential for further extraordinary costs in the next couple
of years, while management needs to execute perfectly its strategic
growth plan to ensure business growth.

The niche CAP specialty therapeutics benefits from long-term
industry trends, but is limited in size compared with the overall
animal health market.   The animal health market is supported by
robust tailwinds driving growth, including the increasing pet
adoption and ownership (9% increase in pet population from
2019-2021); increased household spending on pets at $3,000-$4,000
per year; improving pet longevity, with average lifespan now
exceeding 10 years; and continued animal health investment and
innovation, according to Dechra. Compared with human pharma, animal
pharma has quicker and easier innovation, quicker access to the
market (shorter regulatory processes), and lesser competition from
generics. According to the company, the global animal health market
has seen 5%-7% annual growth in animal health medication and
vaccines in 2018-2022 and amounted to $147 billion in 2022. Within
animal health, CAP specialty therapeutics is a small niche market
of about $5.4 billion in 2022 (about 3.6% of the animal health),
although it has a track record of strong growth at 10% compound
annual growth rate in 2018-2022. According to Dechra, specialty
therapeutics will increase 7% annually until 2027. In addition, the
market is broadly protected from economic downturns, with pet
owners prioritizing pets health and wellbeing, resulting in higher
margins than farm animal health, for example. Nevertheless, S&P
sees somewhat limited nominal growth potential in the niche
categories. Positively, given where Dechra operates in, given its
niche nature, large players do not usually compete in these, with
the company facing mostly smaller competitors with more limited
resources and allowing it to retain and grow market shares. Dechra
is not competing in the very competitive blockbuster markets, such
as the anti-flea segment.

S&P said, "The stable outlook reflects our view that the company
will post solid sales and earnings growth over the next 12 months,
while implementing its cost-control initiatives including the
closure of manufacturing sites, product rationalization, and
procurement efficiencies. Dechra's performance should be supported
by its leadership and expertise in CAP specialty therapeuticals and
an increase in number of pets and owners' willingness to spend on
their health and wellbeing. We expect adjusted debt to EBITDA of
about 7.5x in fiscal 2025, negative FOCF of GBP70 million-GBP80
million, and weak FFO cash interest coverage of 1.0x-1.5x.

"We could lower the rating if S&P Global Ratings-adjusted debt to
EBITDA significantly increased such that we view Dechra's capital
structure as unsustainable. This would likely combine with weaker
FFO cash interest coverage and a delayed restauration of positive
FOCF. This could come in case of a deterioration in operating
performance with accelerated volume decline in addition to an
inability to maintain profitability or if we saw significantly
higher-than-expected discretionary spending through large
debt-funded M&A or flawed execution of the plant restructuring.

"We could raise our ratings if Dechra generates positive FOCF
continuously while leverage stays below 7x. This would most likely
result from good growth coming from existing and new products and
the manufacturing site optimization program's implementation with
no meaningful unanticipated extraordinary costs. At the same time,
we expect an improvement in FFO cash interest coverage approaching
2.0x sustainably.

"Governance factors are a moderately negative consideration in our
credit rating analysis of Dechra because of the controlling
ownership. We view financial sponsor-owned companies with
aggressive or highly leveraged financial risk profiles as
demonstrating corporate decision-making that prioritizes the
interests of the controlling owners. This also reflects the
generally finite holding periods and a focus on maximizing
shareholder returns. From a social standpoint, Dechra is
continuously providing innovation in sustainable animal health and
wellbeing."


SIGMA FINANCE CORP: Receivers Provide Update to Beneficiaries
-------------------------------------------------------------
The joint receivers appointed over the assets of Sigma Finance
Corporation (In Receivership and In Liquidation) ("Sigma" or the
"Company") being S. J. Harris and S. J. Edel of Ernst & Young LLP
(the "Joint Receivers") wish to provide an update to
Beneficiaries.

Capitalised terms used in this announcement and not otherwise
defined have the meanings given to them in the Amended and Restated
Security Trust Deed dated 27 March 2003 (the "Security Trust Deed")
between the Company and Deutsche Trustee Company Limited (the
"Security Trustee").

Pooling

As announced previously, in accordance with an Order of the English
High Court dated 28 July 2010, the Joint Receivers established
pools on 8 November 2010 relating to Sigma's liabilities pursuant
to the Security Trust Deed and have allocated Sigma's Assets to
such pools in the manner set out in the Security Trust Deed and the
pooling and distribution methodology dated 22 June 2010, which was
previously made available to Beneficiaries and a copy of which has
been posted by the Joint Receivers on the website maintained by
Sigma at:


https://www.ips-docs.com/creditor/LO3467/BE1268F9-0126-4505-99F7-D076B0FDE0D7

References below to a "Liquidity Provider" or "Derivative
Counterparty" are references to the relevant Liquidity Provider or
Derivative Counterparty which has previously been identified to
such parties individually. If you have any queries as to which
identifier refers to your claim, please contact the Joint Receivers
at the email address set out below.

Date of distribution

The Joint Receivers intend to make a distribution to Beneficiaries
on 21 November 2024 (the "2024 Distribution") using the methodology
set out in the Security Trust Deed.

The amount which is intended to be distributed to Beneficiaries has
been calculated using a Record Date (as such term is defined in the
methodology) of 7 November 2024.

Additional Documents

Any notices provided to Beneficiaries by the Joint Receivers in
connection with the 2024 Distribution and a table setting out the
amounts allocated to each Pool and the distribution expected to be
made from each Pool will be made available on the website
maintained by Sigma referred to above.

Further information

Please email sigmafinancecorporation@uk.ey.com if you have any
queries regarding this announcement.

Please note that nothing in this document is intended to amount to
an invitation or inducement to engage in investment activity.
Nothing in this document amounts to the giving of advice. If you
are in any doubt as to the action you should take, you should
consult a professional adviser.

The Joint Receivers are appointed over the assets of the Company
and act without personal liability.

SJ Harris and SJ Edel are authorised to act as Insolvency
Practitioners in the UK by the Institute of Chartered Accountants
in England and Wales and the Insolvency Practitioners Association
respectively. As Insolvency Practitioners, they are bound by the
Insolvency Code of Ethics in carrying out all professional work
relating to the appointment.

The Joint Receivers may act as data controllers of personal data as
defined by the General Data Protection Regulation (as incorporated
in the Data Protection Act 2018), depending upon the specific
processing activities undertaken. Ernst & Young LLP may act as a
data processor on the instructions of the Joint Receivers. Personal
data will be kept secure and processed only for matters relating to
the Joint Receiver’s appointment.

The Office Holder Data Privacy Notice can be found at
www.ey.com/uk/officeholderprivacy.

           About Sigma Finance Corp.

Sigma is a limited purpose finance company that began its business
in 1995.
   

VEDANTA RESOURCES: S&P Places 'B-' Long-Term ICR on Watch Positive
------------------------------------------------------------------
On Nov. 20, 2024, S&P Global Ratings placed on CreditWatch with
positive implications its 'B-' long-term foreign currency issuer
credit rating on Vedanta Resources and the 'CCC+' long-term issue
ratings on the various U.S. dollar-denominated senior unsecured
notes the company issued or guaranteed.

Once the transaction is complete, S&P expects to raise the issuer
credit rating on Vedanta Resources to 'B'.

S&P also assigned its preliminary 'B-' rating to the proposed
senior unsecured notes that Vedanta Resources will guarantee.

S&P placed its ratings on Vedanta Resources Ltd. on CreditWatch
with positive implications to reflect an improvement in the
company's capital structure. This is because the refinancing of
US$1.2 billion of bonds due in 2027 and 2028 will eliminate the
risk of a maturity wall in April 2026. The proposed issuance will
not have any bond acceleration clause, unlike the existing 2028
bonds.

S&P previously viewed the acceleration of the 2027 and 2028 bond
maturities in April 2026 as a significant credit risk for Vedanta
Resources. This would have materialized if the US$600 million April
2026 bonds were not refinanced by December 2025.

The proposed transaction will also increase the debt headroom at
Vedanta Resources' immediate holding company Twin Star Holdings
Ltd. to US$4 billion. This will provide Vedanta Resources the
flexibility to refinance the debt maturities of US$1.15 billion in
April 2026. These include US$550 million from a private credit
facility and US$600 million from a bond issue.

Vedanta Resources' restricted access to cash flows at its operating
subsidiaries, and the sensitivity of its funding access to capital
and commodity market sentiments constrain the company's credit
standing. This is more so given Vedanta Resources' restructuring of
US$3.1 billion of bonds in January 2024.

In this context, S&P still sees the April 2026 debt maturities as a
refinancing risk. Vedanta Resources' continued demonstration of
funding access, for example indicated by reasonable bond yields,
and further debt reduction at the holding company level, should
support further improvements in credit quality.

Proposed issue rating

S&P assigned a preliminary 'B-' long-term issue rating to the
senior unsecured notes that Vedanta Resources Finance II PLC
proposes to issue. Vedanta Resources, along with wholly owned
subsidiaries Twin Star and Welter Trading Ltd., will guarantee the
notes. Vedanta Resources intends to use the proceeds to refinance
bond maturities of US$1.2 billion in 2027 and 2028.

The rating is preliminary and will be confirmed once the 2027 and
2028 bond maturities are refinanced.

S&P notches down the issue rating from its expected issuer rating
on Vedanta Resources post the fund raising. The notching reflects
material subordination risk for unsecured lenders due to the
presence of substantial secured and priority debt in the company's
capital structure.

S&P aims to resolve the CreditWatch once Vedanta Resources
completes the fund raising to refinance its US$1.2 bond maturities
in 2027 and 2028. This will likely result in a one notch higher
issuer credit rating to 'B'. The issue ratings on the US$1.2
billion 2029 bonds and US$600 million 2026 bonds will likely be
raised to 'B-' from 'CCC+', one notch below the issuer credit
rating, due to subordination.

Since the 2027 and 2028 bonds will be redeemed, the issue ratings
on these bonds were not placed on CreditWatch.

If Vedanta Resources does not complete the US$1.2 billion fund
raising, S&P expects to affirm the 'B-' issuer rating and 'CCC+'
issue ratings on all outstanding bonds.



                           *********


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

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