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

                          E U R O P E

          Friday, November 29, 2024, Vol. 25, No. 240

                           Headlines



F R A N C E

BETCLIC EVEREST: Fitch Assigns 'BB-(EXP)' LT IDR, Outlook Stable
BETCLIC EVEREST: S&P Assigns 'B+' ICR, Outlook Stable
SIRONA HOLDCO: S&P Downgrades ICR to 'CCC+', Outlook Stable
ZF INVEST: S&P Upgrades ICR to 'B', Outlook Stable


G E O R G I A

HALYK BANK: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
PROCREDIT BANK: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
TBC BANK: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable


G E R M A N Y

GRUNETHAHL GMBH: S&P Rates New EUR500MM Senior Secured Notes 'BB-'
SCHOEN KLINIK: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable


I R E L A N D

BARINGS EURO 2024-1: Fitch Assigns 'B(EXP)sf' Rating to Cl. F Notes
TAURUS 2020-1: Fitch Cuts Cl. D Notes Rating to B+
VIRGIN MEDIA: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable


L U X E M B O U R G

IRCA GROUP 3: Fitch Assigns 'B' LongTerm IDR, Outlook Stable
IRCA GROUP: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable


N O R W A Y

AXACTOR ASA: S&P Lowers ICR to 'B-', Outlook Negative


P O L A N D

GLOBE TRADE: Fitch Affirms 'BB+' LT IDR, Alters Outlook to Neg.


S W E D E N

INTRUM AB: Swedish Debt Collector Pursues U.S. Restructuring


T U R K E Y

FIBABANKA ANONIM: Fitch Affirms 'B' LongTerm IDR, Outlook Positive


U N I T E D   K I N G D O M

BELLIS FINCO: Fitch Affirms 'B+' LongTerm IDR, Outlook Now Stable
CROSSWORD CONSULTING: Quantuma Advisory Named as Administrators
ELLESMERE PORT: Opus Restructuring Named as Administrators
GALAXY FINCO: S&P Affirms 'B' ICR on Refinancing, Outlook Stable


X X X X X X X X

[*] BOOK REVIEW: THE ITT WARS

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F R A N C E
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BETCLIC EVEREST: Fitch Assigns 'BB-(EXP)' LT IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned Betclic Everest Group a Long-Term Issuer
Default Rating (IDR) of 'BB-(EXP)' with a Stable Outlook, and
senior secured debt rating of 'BB+(EXP)' with a Recovery Rating of
'RR2'.

Betclic's rating reflects its small-scale operations with limited
geographic diversification compared with 'bb' category peers,
balanced by strong positions in core highly-regulated markets and
strong leverage metrics below those in the company's financial
policy.

The Stable Outlook incorporates its assumptions of continued
organic growth in its core markets in 2024 and onwards, with
EBITDAR margins maintained above 21%, supporting free cash flow
(FCF) margin development towards positive mid-single digits from
2025 and EBITDAR leverage remaining well below 3.0x. Leverage is
not a constraining factor for the 'BB-' IDR.

The assignment of the final IDR and instrument ratings is subject
to completion of the announced transaction on the terms being in
line with the structure presented to Fitch.

Key Rating Drivers

Betting Focus, Niche Positioning: Betclic's IDR is driven by its
business risk profile, which places it at the low end of the 'BB'
rating category. The company is a leader in sports betting in its
core markets of France and Portugal (and a leading iGaming operator
in the latter) and has a top three position in the Polish sports
betting market.

These markets are relatively small compared with the largest
regional markets such as the UK and Italy, resulting in overall
small scale that Fitch expects to constrain but not restrict
Betclic's credit profile development. Sports betting is typically
less affected by responsible gaming regulations, but is generally a
more commoditised product than iGaming, and is prone to higher
margin volatility from sports results.

Resilient Performance in Core Markets: Betclic reported strong
performance across its core markets in 1H24, with market share
gains of 2-5pp in sports betting and 1pp in iGaming in Portugal.
Profitability was 130bp below 1H23, due to various generosity
measures and sports results, but EBITDAR demonstrated solid 35%
growth year-on-year. Strong performance was supported by the Euro
2024 Group Stage in June, and Fitch expects that 2H24 results will
be further supported, albeit to a lesser extent, by the Euro 2024
knockout stage and Paris 2024 Olympics.

High Geography Concentration Risks: Betclic's exposure to three
geographies, with a strong concentration in France, combined with a
modestly diversified product offering, with a focus on sports
betting significantly impacts the rating. This will remain relevant
to its assessment of Betclic's credit profile in the medium term.
However, Fitch notes the company's narrow geographic footprint has
industrial logic by focusing on leading market positions to achieve
resilient economic returns. Similarly, Fitch assesses the
concentration on sports betting in the context of Betclic's
well-known brand and compelling proprietary scalable technological
platform.

VAT Payments Impact Profitability: Fitch includes in its forecast a
consistent drop in operating profitability from 2024 onwards of
around 3% of revenue from recurring VAT payments in France although
Betclic is challenging the current decision on VAT application in
court. Fitch treats settlement of VAT payments due from previous
years, which Fitch anticipates to be settled in 2024, as
extraordinary non-recurring cash flows. Despite this impact, Fitch
still forecasts Betclic will generate a positive FCF margin in the
mid-single digits from 2025.

Strong Metrics; Measured Policy: The rating is comfortably
positioned at its current level due to Betclic's strong EBITDAR net
leverage metrics, which Fitch projects will swiftly decrease from
2x in 2024 to below 1x in 2027 on the back of organic growth and
cash buildup. Leverage metrics do not act as a rating constraint
and Fitch takes into account Betclic's financial policy target of
net leverage below 3x. Fitch does not include sizeable acquisitions
in its forecast, and a large debt-funded acquisition could put
pressure on the ratings.

Highly-Regulated Markets: Betclic's leading market positions
benefit from highly-regulated and complex sector environments, with
high taxation and restrictive licensing effectively serving as a
barrier to entry. Consequently, Fitch views further tightening of
regulations as unlikely, but cannot rule it out. The introduction
of tighter advertising restrictions will not undermine market
positions of established sector constituents with already
well-known brands such as Betclic's, but would inhibit new market
entrants' ability to attract new players.

Rating on Standalone Basis: Fitch rates Betclic on a standalone
basis. This is based on its assessment of the parent and subsidiary
linkage with its owner, Banijay Group N.V. Based on these criteria,
Fitch estimates Betclic's Standalone Credit profile (SCP) to be
equal to that of its parent, and consequently rate Betclic
decoupled from its parent at 'BB-'.

Derivation Summary

Betclic's business profile is weaker than that of its closest
online sports betting and gaming peer Entain plc (BB/Stable),
reflected in Betclic's smaller scale and more narrow geographic and
product diversification, with a heavy focus on sports betting,
resulting in a one notch lower IDR. Betclic's business profile is
stronger than evoke plc's (B+/Negative), with similar geographical
diversification and scale, but a stronger position in its core
markets and lower exposure to the stagnating retail gaming segment.
Further supported by its stronger credit metrics, this results in a
one-notch higher IDR than evoke.

Betclic is rated higher than the Belgium-based omnichannel gaming
and sports betting operator Meuse Bidco SA (B+/Stable), reflecting
the latter's smaller scale and even more concentrated operations
combined with slightly higher but still low leverage for the
rating. Its business is supported by stable regulation in its main
Belgian market.

In contrast, the multi-notch rating difference with Flutter
Entertainment plc (BBB-/Stable) reflects Flutter's business model
being the strongest among online gaming operators with substantial
scale and global presence, combined with financial discipline and
strong credit metrics.

Betclic is rated at the same level as lottery operator Allwyn
International a.s. (BB-/Stable). Allwyn has highly profitable
operations with a high proportion of lottery revenue, which is less
volatile and less exposed to regulatory risks, with good
geographical diversification across Europe and some presence in the
US and LatAm. However, Allwyn's strong operating profile is offset
by its sustained negative FCF, complex group structure and higher
leverage.

Key Assumptions

- Revenue growth of 37% in 2024, and 9% CAGR for 2025-2027, driven
by robust market growth and some share gains in top three markets;

- EBITDA margin just above 21% over the rating horizon, including
normalised VAT payment;

- One-off project driving capex at EUR27 million in 2024,
normalised capex at around 1.5% of sales for 2025-2027;

- One-off cash outflow due to previous long-term incentive plans
and VAT catch-up payments of around EUR250 million in 2024, driving
negative FCF this year;

- Normalisation of working capital with neutral outflow expected in
2025-2027;

- One-off intercompany loan of EUR236.5 million issued in 2024;

- Dividend payment at EUR106 million in 2024-2027;

- Issuance of EUR550 million senior secured loan in 2024, with
Euribor +4% margin;

- Temporary draw on revolving credit facility (RCF) in 2024 to
support the settlement mechanism from payment providers;

- EUR55 million of cash restricted, representing customer deposits,
jackpot provision and pending bets.

Recovery Analysis

In its recovery analysis, Fitch follows the generic approach
applicable to 'BB' category issuers and treat the contemplated term
loan B as category 2 first-lien debt, which receives a two-notch
uplift from the IDR leading to a 'BB+(EXP)'/RR2 instrument rating.

RATING SENSITIVITIES

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

- Weakening profitability with EBITDAR margins declining towards
15% due to competitive challenges or regulatory headwinds

- More aggressive financial policy leading to higher dividend
upstream, or material debt-funded M&A leading to EBITDAR net
leverage increasing to above 3.0x

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

- Organic growth with increasing scale, EBITDAR margins remaining
above 20% and FCF improving to mid to high-single digit FCF
margins;

- Commitment to a consistent financial policy supporting EBITDAR
net leverage of below 2.0x

Liquidity and Debt Structure

Fitch views Betclic's overall liquidity as adequate, at EUR39
million after Fitch's adjustments at end-2023. The EUR60 million
RCF that will become available as part of the planned senior
secured issuance will support liquidity needs, especially in 2024
when Fitch expects large one-off cash outflows will momentarily
limit liquidity at year-end. From 2025, neutral working capital and
lack of maturities will result in limited liquidity needs, and
sources including the undrawn RCF together with low to mid-single
digit FCF should support a stronger liquidity profile in its
forecast.

Issuer Profile

Betclic is an online sports betting and gaming company,
headquartered in France. It operates in highly regulated gaming
markets of France and Portugal, where it has leading market
positions, and is a number three in Poland.

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

Betclic has an ESG Relevance Score of '4' for Customer Welfare -
Fair Messaging, Privacy & Data Security due to increasing
regulatory scrutiny of the sector, greater awareness around social
implications of gaming addiction and an increasing focus on
responsible gaming, which is prevalent in markets where Betclic is
present.which has a negative impact on the credit profile, and is
relevant to the rating[s] 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  

   -----------                ------                    --------  

BetClic Everest Group   LT IDR BB-(EXP) Expected Rating

   senior secured       LT     BB+(EXP) Expected Rating   RR2

BETCLIC EVEREST: S&P Assigns 'B+' ICR, Outlook Stable
-----------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term issuer credit rating
to France-based gaming operator Betclic Everest Group S.A.S.
Although S&P assesses Betclic's stand-alone credit profile (SACP)
at 'bb,' supported by its moderate leverage, its rating on the
company is constrained by the credit quality of Lov Group.

The stable outlook indicates that S&P expects Betclic to expand its
business further over the next 24 months, while maintaining an
EBITDA margin of about 18%-20%. S&P also anticipates that leverage
at Lov Group will remain stable.

Betclic's intention to issue a EUR550 million TLB will temporarily
releverage the capital structure above 2.0x.  On Nov. 25, 2024,
Betclic issued a EUR550 million TLB maturing in 2031, aimed at
refinancing a EUR313.5 million outstanding loan and upstreaming
about EUR236.5 million to its immediate parent, Banijay Group, in
the form of an intra-group loan. The group will also have a new
revolving credit facility (RCF) amounting to EUR60 million and
maturing six months ahead of the TLB. The TLB transaction will
temporarily releverage Betclic's capital structure to 2.4x in 2024
from 1.3x in 2023 on an S&P Global Ratings-adjusted basis. However,
S&P expects the group to quickly deleverage to below 2.0x in 2025
due to a robust increase in its EBITDA base.

Betclic's market leadership is a key rating support.   Betclic is
the online sportsbook market leader in France and in Portugal, and
is also one of the top online sportsbook operators in Poland.
Moreover, Betclic has a record of outperforming market growth in
these countries, with a compound annual growth rate in the number
of unique active players of about 28% for 2017-2023. S&P said, "We
also note that in the first half of 2024, Betclic gained further
market share across all its markets and segments. In addition, its
customer retention is solid. In our view, this outperformance stems
from the company's advanced and user friendly mobile platform In
our view, the quality of the app and underlying IT infrastructure
is a key differentiating factor compared with peers, together with
the marketing strategy, while odds from one peer to another do not
vary materially. At the same time, we acknowledge that the sector
is prone to innovation and thus market positions can change
relatively swiftly."

Betclic's strong position in its markets is also supported by its
robust technological capabilities and best-in-class product.   Its
in-house team of technical experts creates an implicit barrier to
entry for potential competitors. As in other technology-driven
sectors, S&P understands that network effects can play a critical
role in determining the value of the product offering; it considers
that Betclic's technological edge is likely to reinforce its
long-term market position. Furthermore, Betclic operates in
regulated markets that have considerable growth potential and
operate on a license model. This creates an explicit barrier to
entry and limits competition, underpinning our expectation that
revenue growth will exceed 10% a year for the next three years.

Nonetheless, S&P's rating on Betclic is constrained by its limited
size, single brand, and lack of geographic and product diversity.  
Betclic is small compared with some higher-rated peers in the
gaming industry and is highly concentrated in France and Portugal,
where its brand is well known. The two countries account for the
majority of the company's gross gaming revenue. Furthermore, the
sportsbook segment accounts for almost all of the company's gross
gaming revenue. Although the company has a diverse offering within
this category, its offering in other gaming segments is still
limited, given the restrictions on online casinos in France and
Poland.

The concentration in sportsbook gaming makes the company heavily
reliant on sporting trends and sports supporter sentiment.  
Although regulation could evolve quicker than anticipated in light
of recent political discussions in France, online casinos are still
illegal in France, where Betclic is based, and operated under a
monopoly in Poland. Therefore, for the time being, the company can
only expand into this gaming segment in Portugal and in potential
new jurisdictions. That said, its specialization in the sports
betting category has allowed Betclic to build a brand that is
robust and well-known in the sporting world. Its marketing ensures
it is present through sponsorships in high-profile football
competitions and teams in France, Portugal, and Poland. Focusing on
a single brand offers economies of scale in marketing costs, and
the ability to penetrate new markets more quickly and build a
sizable market share. However, it also increases the risk of brand
impairment if an event were to occur that could harm Betclic's
brand image. For example, an unfortunate marketing partnership
could have a significant impact on the company's reputation,
although no such event has yet occurred. Moreover, unlike some of
its competitors, Betclic operates only in the online segment.
Because it lacks a network of physical stores, the company may be
susceptible to increased online competition from other operators in
its established markets, particularly if operators with physical
store networks are able to leverage them to grow online.

Betclic has deliberately chosen to operate in jurisdictions that
take a particularly strict approach to regulating the gaming
industry.   By focusing its operations on tightly regulated markets
(France, Portugal, and Poland), the company gains a more
predictable and stable framework in which to run its business.
Gaming operators are required to abide by the legal framework, and
any breaches can result in fines or restrictions. They need to be
agile and flexible so that they can adapt to ever-changing
regulations--including betting taxes, advertising bans, and other
restrictions--and player protection policies. The high betting tax
in Betclic's markets and the restrictive regulations create a
barrier to entry that favors established operators such as
Betclic.

Betclic is still exposed to regulatory risk, with some volatility
in its main market of France.  French tax authorities have
confirmed that online sports betting activities are subject to VAT
payments. The ruling will have a sizable impact on Betclic's future
cash flow generation and the decision is retroactive, covering
activity since 2018. Therefore, Betclic will be liable for VAT
(plus interest) on its sports betting activities during 2018-2023
and will start making VAT-normative payments as of 2024. Betclic
and other sportsbook operators in France are contesting the
decision in the courts, and the company sees a high probability of
a favorable ruling, primarily because France is the only country in
the EU to apply VAT on sportsbook gaming. The segment is not widely
considered to be a service that operators provide to players,
because players have the opportunity to outperform the operator. In
addition, recent talks in the French parliament mentioned the
possibility of increasing taxes for all gaming segments except
lottery. This could put pressure on operators' profitability,
although we expect them to be able to pass on some of the impact to
the customer base. At this stage, S&P believes that Betclic would
be in a position to absorb this impact with limited impact on its
operations.

Despite strong top-line growth and relatively low capital
expenditure (capex) leading to positive free operating cash flow
(FOCF) generation, the company's S&P Global Ratings-adjusted EBITDA
margin is below that of peers.   This is mainly due to high betting
taxes. Betclic's topline expansion over the past four years
materially exceeded the strong growth of the markets in which it
operates. However, the group's EBITDA margins are at the lower end
of the industry range, which we attribute to two main factors: high
betting taxes, and, to a lesser extent, high payroll expenses. As a
result, profitability and overall cash conversion have been
historically restrained by the company's sizeable long term
incentive plan (LTIP) expenses and subsequent cash payments to its
management. This kept S&P Global Ratings-adjusted EBITDA margins
below 20% and adjusted FOCF conversion below 50% during 2020-2023,
despite the company having strong recurring cash flows purely from
its operations. Nevertheless, over 70% of Betclic's cost structure
is variable, including betting taxes, processor fees, and LTIP
expenses, which are tied to EBITDA growth and are expected to
decrease in the coming years. Coupled with relatively limited
capex, this should translate into material FOCF generation starting
2025, with higher cash conversion rates than the historical trend.

Betclic's adjusted debt to EBITDA is relatively moderate at less
than 3.0x, but its cash flow generation is constrained by its
financial policy and high LTIP payments.   S&P said, "Following the
refinancing, we forecast that Betclic's leverage will remain modest
at just 2.4x in 2024 declining to below 2.0x in 2025. However, the
cash outflows required to settle past LTIP liabilities in 2024 will
eat into the company's FOCF. We forecast that adjusted FOCF will
decrease to EUR100 million-EUR110 million, despite EBITDA
generation of about EUR300 million (S&P Global Ratings-adjusted
EBITDA, excluding LTIP profit and loss expense for the year)."
Under the new LTIP plan, payments should be more recurring, and
FOCF generation should, therefore, become less volatile and improve
considerably in 2025 and 2026, remaining above EUR150 million per
year with strong FOCF to debt of above 30%.

S&P said, "We anticipate that Betclic will retain limited cash on
its balance sheet over the next three years, as we see a need for
the group to upstream most of its discretionary cash flow to its
immediate parent.   The immediate parent, Banijay Group, has a
stated financial policy of maintaining leverage at 3.0x (correspond
to about 4x in our adjusted debt-to-EBITDA leverage metric) and
operates via two groups--Banijay S.A.S. (B+/Stable/--) and Betclic.
Given that Banijay's adjusted leverage exceeds 5x, we consider
Betclic's ability to increase debt to be limited if its parent is
to comply with its financial policy. Banijay's high level of debt
also makes Betclic the major contributor to Banijay Group's
dividend payments to its shareholders, which could further increase
in line with the performance of Betclic, limiting cash on balance
sheet. Betclic therefore has limited flexibility to lower its
dividend payments to Banijay Group.

"Our rating on Betclic is constrained at 'b+' by our view of the
creditworthiness of its ultimate parent, Lov Group. Betclic is 95%
owned by Banijay Group, which itself is controlled by Lov Group.  
Lov Group holds 45% of the capital and 71% of the voting rights in
Banijay Group. We view Lov Group as the ultimate parent because it
has significant influence over Banijay Group's strategy and
financial policy-- Betclic and Banijay are two of its main
operating assets. Lov Group used debt for part of its investment in
Banijay Group, and also owns and operates luxury hotels, which are
largely debt financed. Mainly because of the higher debt burden, we
assess the group credit profile for Lov Group at 'b+' and cap the
rating on Betclic at this level. Although we expect Lov Group to
have a largely positive net asset value, we consider that it needs
dividends paid by Banijay Group to service its interest payments.

"The stable outlook indicates that we expect Betclic to expand its
business further over the next 12-24 months, while maintaining
EBITDA margins of about 18%-20%. We expect the group to continue to
organically deleverage and benefit from strong cash flow
generation, which will support its dividend policy. We also
anticipate that leverage at Lov Group will be stable.

"We could lower our issuer credit rating on Betclic if Lov Group
and Banijay Group perform worse than in our current base case or
adopt a more aggressive financial policy such that their leverage
deteriorates from the current level, thus likely constraining
Betclic's own financial policy."

S&P could revise down its assessment of Betclic's SACP if:

-- EBITDA and cash flow generation does not perform in line with
S&P's base case, so that funds from operations (FFO) to debt falls
persistently below 30% or discretionary cash flow to debt
deteriorates beyond its base case.

-- S&P Global Ratings-adjusted debt to EBITDA rises above 3.0x.

Although unlikely over the next 12 months, S&P could raise its
issuer credit rating on Betclic if Lov Group and Banijay Group
commit to a more conservative financial policy, so that credit
metrics at both levels improve materially and sustainably.

S&P could raise Betclic's SACP if the company outperforms its base
case by increasing its product diversification and revenue base and
also considerably expanding its geographic presence outside France,
such that this could cushion potential changes in regulation from
its large country exposure.


SIRONA HOLDCO: S&P Downgrades ICR to 'CCC+', Outlook Stable
-----------------------------------------------------------
S&P Global Ratings downgraded its ratings on Sirona Holdco (Seqens)
and its senior secured loans to 'CCC+' from 'B-'.

The stable outlook indicates that while ongoing normalization of
PAP prices will still constrain EBITDA in 2025, S&P factors in a
gradual strengthening in the second half of the year.

Nevertheless, S&P forecasts FOCF will remain negative over the next
12 months. Although management aims to improve operating
performance and reinforce the company's liquidity position, S&P
assesses Sirona's liquidity as less than adequate over the coming
12 months.

S&P Global Ratings lowered the rating because it now considers
liquidity to be less than adequate and leverage is elevated. At the
end of September 2024, Seqens had about EUR56 million of cash on
hand (excluding EUR62 million at the CellForCure perimeter, with
EUR51 million sitting at its Chinese operations, EUR5 million
within its cash pool), down from about EUR113 million in June 2024,
and EUR70 million remaining available facility under its revolving
credit facility (RCF). The company has drawn a further EUR10
million during the year to fund its operations, with total RCF
drawn at EUR60 million. S&P forecasts continuous negative FOCF in
the coming months, linked to weak performance and continued high
capital expenditure (capex) requirements relating to the company's
onshoring project to produce paracetamol in France (project
phenix).

Seqens' cash burn persisted in the third quarter, with about EUR37
million of outflows. Contributing factors included minority
shareholder payments to increase shares in the Chinese business to
about 90% from 77% and a EUR25 million working capital increase due
to higher receivables from restarts after summer shutdowns, which
management anticipates reversing in the fourth quarter. While we
anticipate that the group's sources of liquidity will be sufficient
to cover its uses over the next 12 months, the liquidity headroom
is becoming very tight, and any unplanned underperformance could
result in insufficient funds to cover its uses over the next 12
months.

S&P said, "We forecast adjusted leverage to peak at about 14.0x in
2024 and remain highly elevated in 2025. This represents a jump
from 8.2x in 2023 and stems from a large decrease in EBITDA during
2024. We expect S&P Global Ratings-adjusted EBITDA will drop close
to 40% compared to 2023 and over 60% compared with 2022.

"In addition, we now forecast FOCF will be negative in 2024 and
2025 because of remaining investment requirements related to
Seqens' project phenix. We understand that most cash outflows
related to this project will be in 2025 with EUR40 million-EUR45
million requirements, and a further EUR5 million in the first
quarter of 2026. We therefore forecast capex to remain high in
2025, at a total of EUR75 million. We expect project phenix to
bring an additional EUR8 million-EUR10 million of EBITDA and to
enable Seqens to use more PAP internally as overall paracetamol
production increases. The relocation of paracetamol production to
France remains a high-priority strategic initiative, supported by
the French government."

In addition to high investments, sustained weak demand and low
prices in PAP in the following quarters will likely continue to
impair Seqens' profitability; S&P therefore forecasts adjusted
leverage to remain well over 9.0x in 2025.

Seqens' operating performance has remained weak because of a sharp
decrease in demand and falling prices for its PAP products. Seqens'
performance in 2024 has remained weak due to significant
operational and financial challenges, exacerbated by a sharp
underperformance in the PAP market, which continues to strain
earnings and credit metrics. Third-quarter revenue of EUR203
million fell 14% below the EUR236 million budget, while EBITDA of
EUR12.5 million was less than half the EUR27 million projected. The
PAP division, which suffered an EUR8 million EBITDA shortfall and a
EUR1.6 million loss in the third quarter, has driven the decline,
with volumes dropping sequentially and prices falling an additional
3%. Management now guides to EUR110 million in company-adjusted
EBITDA for 2024, but we estimate S&P Global Ratings-adjusted EBITDA
of around EUR81 million, much lower than the EUR130 million
forecast in January, reflecting one-off adjustments related to
mergers and acquisitions (M&A), inventory depreciation, litigation,
and restructuring costs. Consequently, S&P anticipates the S&P
Global Ratings-adjusted EBITDA margin to drop to 8.8% in 2024 from
13% the previous year, underscoring the persistent weakness in the
company's financial performance.

S&P said, "We do not expect a swift recovery in PAP demand and
prices until mid-2025 at the earliest. Although management is
actively working to reduce fixed costs and adjust production
capacities, we do not expect a recovery in PAP prices and volumes
until at least the second half of 2025. Consequently, we anticipate
S&P Global Ratings-adjusted EBITDA will remain below the historical
average, at approximately EUR120 million in 2025. The substantial
decrease in EBITDA, ongoing capex investments, high interest
expenses and change in working capital swings will lead to
sustained negative FOCF over our forecast horizon, pressuring
liquidity headroom going forward. We now expect about EUR50
million-EUR60 million of FOCF in 2024, remaining largely negative
in 2025 at about EUR70-EUR80 million, as the company undertakes its
final EUR40 million-EUR45 million of investments to complete the
onshoring of paracetamol production.

"The stable outlook indicates that while ongoing normalization of
PAP prices will still constrain EBITDA in 2025, we factor in a
gradual strengthening in the second half of the year. Nevertheless,
we forecast that the FOCF will remain negative over the next 12
months. Although management aims to improve operating performance
and reinforce the company's liquidity position, we assess Seqens'
liquidity as less than adequate over the coming 12 months."

S&P could lower the ratings if:

--  performance in 2025 results in negative FOCF worsening more
than expected; or

-- Liquidity deteriorates further.

S&P could revise the outlook to stable if:

-- Seqens exceeds our performance projections and can demonstrate
a path to longer-term leverage reduction; and

-- Its FOCF and liquidity profile improve swiftly.


ZF INVEST: S&P Upgrades ICR to 'B', Outlook Stable
--------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
fresh food retailer ZF Invest to 'B' from 'B-'. At the same time,
S&P raised its issue rating on the group's term loan B (TLB) to 'B'
from 'B-'. S&P's recovery rating on this instrument was affirmed at
'3' (recovery prospects: 55%).

The stable outlook reflects S&P's view that ZF Invest will achieve
sustainable high sales growth thanks to store openings across all
banners (notably Fresh and Grand Frais) and strong like-for-like
organic revenue growth in fiscal years 2025 and 2026, while
maintaining robust operating margins that allow for a decrease in
adjusted leverage to 6.0x in fiscal 2025 and to 5.5x in 2026.

ZF Invest's differentiated business model continues to translate
into strong operating performance amid difficult market conditions.
S&P said, "In fiscal 2024, we expect ZF Invest's revenue growth to
stand at about 20% on the back of rapid store openings, about 8.5%
like-for-like growth in the Grand Frais segment, and close to 14%
growth in the Fresh segment, along with the integration of
Novoviande, which operates butcheries within parts of the Grand
Frais store network. This strong revenue growth, particularly in
volumes, indicates a solid market position and effective
operational strategies. Indeed, the consistent market share stems
from the price investments made in 2022, which have enabled ZF
Invest to capture new clients, as well as from Grand Frais' unique
model that combines various specialists in the grocery segment
under a single banner. The segmented approach to sourcing enables
the company to maintain a best-in-class supply chain organization
and differentiated sourcing versus larger grocery peers, thereby
underpinning the brand's reputation for quality products.
Additionally, successful marketing campaigns attract new customers
who tend to remain loyal to the brand thereafter. We note the
company captures about 200,000 new customers each month,
contributing to sustained traffic growth which is set to continue
in fiscal 2025, with the first months showing store attendance
increases of 7% for Grand Frais and 15% for Fresh. As a result, we
anticipate ZF Invest will continue to grow its topline by about 9%
in fiscal 2025, translating into an S&P Global Ratings-adjusted
EBITDA of about EUR422 million from a forecasted EUR384 million in
fiscal 2024."

Strong EBITDA growth reduced the group's adjusted debt to EBITDA
(including the shareholder loan) to 6.5x in fiscal 2024.  The group
has a EUR1.63 billion TLB maturing in 2028, an outstanding EUR82
million term loan A due in 2026 (fiscal 2027), alongside EUR72
million other local credit lines and a EUR270 million revolving
credit facility (RCF), of which EUR90 million is to be drawn at
fiscal year-end 2024. S&P said, "We also consider the EUR246
million in shareholder convertible bonds as debt like, given part
of which was refinanced with debt in 2022. Considering the group's
strong EBITDA buildup in fiscal 2024, we anticipate its adjusted
leverage (including the convertible bonds) to stand at 6.5x in
fiscal 2024 from our previous expectation of 7.5x. Without the
shareholder loan, leverage should stand at 5.9x in fiscal 2024. In
addition, driven by high growth prospects over the forecast period,
we expect ZF Invest to continue to deleverage with adjusted debt to
EBITDA reaching 6.0x in fiscal 2025 (5.4x excluding the shareholder
loan), in line with other 'B' rated peers. However, we continue to
view the financial policy as relatively aggressive given the
company's high gross financial debt and elevated investments in a
volatile economic environment."

FOCF after leases should continue to increase over the forecast
period despite large investments.  In fiscal 2024, we expect FOCF
after leases to stand at EUR76 million, slightly above previous
year's EUR67 million. Despite a higher EBITDA base, fiscal 2024 was
characterized by a calendar effect leading to a working capital
outflow, in contrast to the working capital inflow expected for the
fiscal year. However, this was compensated by lower-than-expected
capital expenditure. In fiscal 2025, S&P forecasts FOCF after
leases to reach close to EUR125 million, on the back of a
continuously growing EBITDA base and a normalized positive change
in working capital consistent with historical trends. While the
expansion rhythm has accelerated due to Fresh's rapid ramp-up, FOCF
should become materially more positive since the group's absolute
EBITDA generation now significantly outpaces the yearly capital
expenditure (capex) amount, even after incorporating Fresh's
additional capex. This will enable the group to build a comfortable
cash cushion, further supporting our upgrade to 'B'.

S&P said, "The stable outlook reflects our view that ZF Invest will
achieve high sales growth on a sustainable basis, thanks to store
openings across all banners (notably Fresh and Grand Frais) and
strong like-for-like organic revenue growth over fiscal years 2025
and 2026. We expect ZF Invest to maintain robust operating margins,
which will reduce adjusted leverage to 6.0x in 2025 and to 5.5x in
fiscal 2026, enabling significant cash buildup on the balance
sheet."

S&P could lower the rating over the next 12 months if ZF Invest's
operating performance and credit metrics deteriorate due to
declining like-for-like sales and pressured operating margins, if
the expansion plan proves less successful than anticipated, or
because of additional debt-funded acquisitions. These developments
might cause:

-- The adjusted leverage ratio to be structurally above 7.0x
(including the shareholder loan); or

-- The group's FOCF to be negative over the forecast period and
financed through draws on the RCF, depleting liquidity.

S&P could raise the rating over the next 12 months if ZF Invest
continues to show strong operating performance translating into S&P
Global Ratings-adjusted leverage declining toward 5.0x and
substantial FOCF after leases. A ratings upside would also hinge on
the group's financial policy being consistent with sustaining
improved credit metrics.

France-based ZF Invest owns and operates the fruit, vegetable,
seafood, and dairy segments within traditional covered market
operator Grand Frais, representing about 72% of its total sales,
including Novoviande. Grand Frais is an ultra-fresh food retailer
with about 320 stores as of Sept. 30, 2024, operated through Grand
Frais Gestion, in which ZF Invest has a 50% stake alongside Euro
Ethnic foods (25%), which operates the grocery and beverage
segment, and Despinasse (25%), which operates the butcher segment.
In addition to its activity within Grand Frais, ZF Invest is seeing
a growing contribution from its independent brand, Fresh (in
France), where the group has a 100% stake in all the stores. Fresh
represented about 10% of ZF Invest's revenue in fiscal 2024 and had
about 53 stores as of Sept. 30, 2024. The group also operates the
e-commerce platform monmarché.fr.

In 2024, according to the company, ZF Invest generated about EUR303
million of EBITDA on a non-International Financial Reporting
Standard 16 basis and EUR3.4 billion in revenue (excluding
Novoviande full year integration), of which 77% stemmed from the
Grand Frais brand and 22% from its other activities.

Grand Frais Gestion owns the Grand Frais concept and brand. It is a
for-profit entity that operates slightly above breakeven,
redistributing all profits to its business partners and maintaining
no debt on the balance sheet. Its role includes invoicing shared
costs of operating the stores--such as maintenance, cash register
payroll costs, and end-customer billing--which are paid once a
month by the business partners. S&P understands the partnership
agreement sets the rules for network expansion, with strict
conditions for store openings outside the Grand Frais concept.

ZF invest is held by private equity firm Ardian.

Assumptions

-- France's real GDP growth to slightly increase to 1.1% in 2024
and 1.2% in 2025, with consumer price index inflation declining to
2.5% in 2024 and 1.9% in 2025.

-- ZF Invest's revenue to increase by about 20% in fiscal 2024 and
9% in 2025, on the back of increasing prices, traffic and volumes
increase, and the group's expansionary strategy. Over 2025, while
S&P expects inflation to further normalize, store traffic should
grow, and the average basket size may increase again, enabling a
continuing solid organic growth. The company continues to expand
its Grand Frais network while accelerating openings under the Fresh
brand.

-- S&P expects the group's profitability to drastically improve in
fiscal 2024, with an adjusted EBITDA margin of 10.4%, and to remain
at approximately 10.5% in fiscal 2025-2026 due to continued
adjustments in pricing, a slowdown in input cost inflation, and an
increase in traffic and volumes, which will help absorb fixed
costs. The shutdown of the margin-dilutive Italian business Banco
Fresco will also contribute to improving margins.

-- S&P forecasts working capital to normalize to historical levels
of about EUR12 million-EUR15 million in fiscal 2025-2026, following
an exceptional working capital outflow of EUR19 million in fiscal
2024 due to a payment calendar effect.

-- Capex of EUR110 million-EUR120 million in fiscal years
2024-2026 to support Grand Frais and Fresh store expansion.

-- No dividends, apart from small distributions to minority
shareholders.

-- No further big acquisitions after Novoviande in July 2024,
which is gradually being integrated.

-- S&P's adjusted debt calculation includes financial and
operating leases amounting to EUR349 million as of fiscal 2024,
increasing afterward in line with the store network.

Key metrics

S&P said, "We assess ZF Invest's liquidity as adequate, reflecting
the company's good year-end cash balance, EUR180 million in
availability under the EUR270 million RCF, and the absence of
near-term debt maturities. We expect sources of liquidity to exceed
uses by more than 1.2x for the 12 months starting Oct. 1, 2024.

"Although the ratio of sources to uses quantitatively supports a
higher assessment, we assess liquidity to be adequate based on a
range of holistic qualitative factors. These include the company's
short history of accessing debt and capital markets, as well as its
likely inability to absorb high-impact, low-probability events,
with limited need for refinancing."

S&P estimates the following sources of liquidity for the 12 months
from the close of transaction:

-- Cash and cash equivalents of about EUR182 million;

-- EUR180 million available on the EUR270 million RCF;

-- Cash funds from operations forecasted at EUR200 million-EUR250
million; and

-- Working capital inflow of EUR10 million-EUR20 million.

For the same period, S&P estimates liquidity uses as follows:

-- Debt amortization of EUR20 million-EUR60 million;

-- Maximum intrayear working capital swings of EUR70 million-EUR80
million;

-- Capex of EUR120 million-EUR130 million; and

-- Dividends to minority shareholders of EUR1.5 million-EUR3
million.

That said, S&P thinks the available liquidity sources could be used
to execute small acquisitions.

The RCF includes a springing covenant stipulating senior secured
net leverage of 11x, which is only tested when the RCF is drawn by
more than 40%. S&P said, "Also, we understand the EUR107 million
amortizing facility has a maintenance covenant stipulating leverage
of 2.25x at Prosol SAS. Given the existing TLB and RCF are issued
by ZF Invest and ZF Bidco, we expect the group will maintain
comfortable headroom under this covenant."

Compliance expectations

S&P said, "In our base case, we do not anticipate the covenant will
be triggered. However, if it were to happen, we expect the company
to maintain sufficient headroom.

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

-- The EUR1.632 billion first lien TLB due in 2028 is rated 'B' in
line with the issuer credit rating. The '3' recovery rating
reflects S&P's expectations of meaningful (50%-70%; rounded
estimate: 55%) recovery in the event of a payment default.

-- The recovery rating reflects the TLB's senior status in the
capital structure alongside the EUR270 million RCF. S&P's recovery
rating is constrained by the substantial amount of senior secured
debt, about EUR70.9 million of local debt at subsidiaries, and the
EUR91 million amortizing facility issued by Prosol that it0 regards
as having structural priority.

-- In S&P's hypothetical default scenario, it envisages weakening
operating performance due to a more challenging competitive
environment and an increased cost base related to the
fast-expanding network of newly opened stores.

-- S&P values ZF Invest as a going concern given its strong
positioning and Grand Frais' well-known brand in France.

-- Year of Default: 2027.

-- Jurisdiction: France.

-- Emergence EBITDA: EUR232.1 million.

-- Implied enterprise value-to-EBITDA multiple: 5.5x.

-- Gross enterprise value: EUR1.276 billion.

-- Net enterprise value for waterfall after admin. expenses (5%)
and priority claims: EUR1.213 billion.

-- Estimated first-lien debt claims: EUR1.931 billion*.

    --Recovery rating: 3 (recovery expectation: 50%-70%; rounded
estimate: 55%).

*All debt amounts include six months of prepetition interest.




=============
G E O R G I A
=============

HALYK BANK: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Rating has affirmed JSC Halyk Bank Georgia's (HBG) Long-Term
Issuer Default Rating (IDR) at 'BB+' with a Stable Outlook. The
bank's Viability Rating (VR) has been affirmed at 'b+'.

Key Rating Drivers

HBG's Long-Term IDR is driven by potential support from its parent,
JSC Halyk Bank of Kazakhstan (HBK; BBB-/Stable), as reflected in
its Shareholder Support Rating (SSR) of 'bb+'. The bank's 'b+' VR
captures the bank's modest franchise, high loan dollarisation and
weak asset quality. The VR also reflects improved profitability
metrics, healthy capitalisation and a stable funding profile.

Shareholder Support: Fitch sees a high propensity to support from
HBK for its subsidiary, given its full ownership, common branding,
a record of capital and liquidity support, and reputational risks
from a subsidiary default. HBG's small size relative to the parent
underpins its view that the cost of support would be manageable for
HBK. The one-notch difference between the IDRs of HBG and HBK
reflects the cross-border nature of their relationship and HBG's
limited role and modest contribution to the group's performance.

Robust Economy Withstands Political Uncertainty: Georgia's strong
GDP growth, low annual inflation and resilient local currency have
boosted the banking sector's credit metrics. Fitch forecasts GDP to
grow 7% in 2024 and an average of 5% in 2025 and 2026 (2023: 7.5%),
underpinned by the lasting economic contribution of the large
migrant influx since 2022. The recent political uncertainty in
Georgia has neither materially affected confidence in the banking
system nor its performance to date.

Limited Franchise, Mostly Corporate Focus: HBG is a small bank in
the concentrated Georgian banking sector, with 1% of system assets,
loans and deposits at end-3Q24. The bank's business model is geared
towards corporate and SME lending, although the share of retail
operations has recently grown to over 40% of gross loans.

High Dollarisation, Sizeable Concentrations: HBG's focus on
corporate and SME lending results in high loan dollarisation (70%
of gross loans at end-3Q24, well above the sector average of 44%).
Single-name concentrations are also significant, with the
25-largest borrowers accounting for 1.2x common equity Tier 1
(CET1) capital at end-1H24. The bank is also exposed to volatile
industries such as construction, real estate and hospitality,
reflecting the structure of Georgia's economy.

Weak Asset Quality: The impaired loans ratio equalled a high 11.9%
at end-3Q24, reflecting HBG's high exposure to vulnerable
industries, conservative classification policies and no write-offs.
Fitch forecasts HBG's loan quality will gradually improve in
2025-2026, given the favourable operating environment, lending
growth and some potential recoveries. However, the impaired loans
ratio should remain at around 10% in its base case.

Improved Performance: Wider margins, near-zero loan impairment
charges and higher non-interest income have bolstered HBG's recent
profitability, with operating profit equal to 3% of risk-weighted
assets in 1H24 (2023: 2.7%). Fitch expects it will moderate to
2%-2.5% in 2025-2026 in a falling interest-rate environment.

High Capital Ratios, Sizeable Encumbrance: Due to stronger internal
capital generation, HBG's core Tier 1 (CET1) ratio improved to
20.9% at end-3Q24 (end-2023: 19.5%), over 400bp above the statutory
minimum requirement. Fitch expects the bank to maintain its CET1
ratio at around 20% in the next two years. However, HBG's
capitalisation is undermined by a still high, albeit recently
reduced, stock of unreserved impaired loans (37% of CET1 capital at
end-3Q24).

Mostly Parent Funding: The bank is primarily funded by HBK
(end-1H24: 58% of liabilities), complemented by customer deposits
(34%). The bank's liquidity cushion is healthy, with total liquid
assets covering 0.7x customer accounts at end-1H24, while
refinancing risks are limited by a low share of wholesale debt.

Rating Sensitivities

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

HBG's IDR and SSR could be downgraded if Georgia's sovereign rating
is downgraded or if Fitch revises down its assessment of support
from the parent bank.

The VR could be downgraded if the bank's capitalisation materially
weakens from significant asset-quality deterioration triggering
loss-making performance. It could also result from rapid lending
growth or high dividend payments, if not promptly addressed by new
capital injections by HBK.

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

An upgrade of the IDR would require both an upgrade of Georgia's
sovereign rating and an upgrade of HBK's Long-Term Foreign-Currency
IDR.

An upgrade of the bank's VR would require a material expansion of
the bank's franchise and strengthening of its risk-management
framework, resulting in lower asset-quality risks.

VR ADJUSTMENTS

The earnings and profitability score of 'b+' is below the implied
score of 'bb' due to the following adjustment reason: revenue
diversification (negative).

Public Ratings with Credit Linkage to other ratings

HBG's IDR is linked to HBK's IDR.

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
   -----------                      ------           -----
JSC Halyk
Bank Georgia     LT IDR              BB+  Affirmed   BB+
                 ST IDR              B    Affirmed   B
                 Viability           b+   Affirmed   b+
                 Shareholder Support bb+  Affirmed   bb+

PROCREDIT BANK: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Rating has affirmed ProCredit Bank (Georgia) (PCBG) Long-Term
Issuer Default Rating (IDR) at 'BB+' with Stable Outlook, and its
Viability Rating (VR) at 'bb-'.

Key Rating Drivers

PCBG`s IDRs are driven by potential support from the bank's sole
shareholder ProCredit Holding AG (PCH; BBB/Stable), as reflected in
its Shareholder Support Rating (SSR) of 'bb+'. The Stable Outlooks
on PCBG's IDRs mirror those on Georgia.

The VR balances the risks stemming from the bank's very high
balance-sheet dollarisation with the expertise of the group in the
SME sector and prudent risk management, resulting in strong asset
quality and healthy profitability.

Constrained Support: The SSR of 'bb+' reflects its view that PCH
would have a strong propensity to support PCBG, given its
importance to the group, full ownership, common branding, strong
integration, and the parent's record of capital and liquidity
support.

Nevertheless, Fitch caps PCBG's SSR at one notch above the Georgian
sovereign rating to reflect country risks and potential
interventions in the banking sector. In its view, these risks could
limit PCBG's ability to service its obligations or/and the parent's
propensity to support, during extreme macroeconomic and sovereign
stress.

Robust Economy Withstands Political Uncertainty: Georgia's strong
GDP growth, low annual inflation and resilient local currency have
boosted the banking sector's credit metrics. Fitch forecasts GDP to
grow 7% in 2024 and an average of 5% in 2025 and 2026 (2023: 7.5%),
underpinned by the economic contribution of the large migrant
influx since 2022. The recent political uncertainty in Georgia has
neither materially affected confidence in the banking system nor
its performance to date.

Focus on SME lending: PCBG is the sixth-largest out of 17 banks in
Georgia, with a small 2% share in sector assets at end-3Q24. The
bank has limited pricing power in lending and faces significant
competition for deposits from larger banks. However, the ProCredit
brand is strong in the SME sector, which helps PCBG attract clients
of above-average quality.

High Foreign-Currency Lending: PCBG's loan book is highly
dollarised (end-3Q24: 63% of loans; sector average: 45%), due to
the bank's focus on SME loans and limited retail lending.

Reasonable Asset Quality: PCBG's asset quality has been solid
through the cycle and compares well with its Georgian peers'. The
impaired (Stage 3 and purchased or originated credit-impaired)
loans ratio decreased to 2.6% at end-3Q24 (end-2023: 3.1%), while
the Stage 2 loans ratio remained broadly stable at 2.7% (end-2023:
2.8%). Coverage of impaired loans by total loan loss allowances is
adequate at 0.8x.

Profitability Moderation: Operating profit moderated to an
annualised 2.5% of risk-weighted assets (RWAs) in 9M24 (2023:
4.1%), on the back of higher cost of funding as well as higher
operating expenses with a cost-to-income ratio of 61% (2023: 53%).
Fitch expects operating profit to remain broadly stable at slightly
above 2.5% of RWAs in 2025-2026.

Strong Capitalisation: The common equity Tier 1 (CET1) ratio
decreased to 20.5% at end-3Q24 (end-2023: 21.4%), due mainly to
loan growth exceeding internal capital generation. Fitch expects
capital ratios to remain solid, although a moderate decline is
expected in 2025 and 2026, due to dividend payouts and continued
loan book expansion.

Significant Wholesale Funding: The loans/deposits ratio of 109% at
end-3Q24 is weaker than the sector average, due to a significant
share of wholesale funding (21% of liabilities at end-3Q24).
However, the ratio has been slowly improving in recent years and
Fitch expects this trend to continue in 2025-2026. Customer
deposits are the main source of funding (end-3Q24: 78% of
liabilities). Refinancing risks are manageable, given sufficient
liquidity coverage of PCBG's upcoming wholesale funding maturities
and intragroup funding from PCH.

Rating Sensitivities

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

PCBG's IDRs are sensitive to a negative rating action on the SSR;
this would most likely be caused by negative rating action on
Georgia's sovereign ratings. The bank's VR could be downgraded on a
loosening of its risk appetite, combined with a significant
deterioration in its asset-quality metrics. A depletion of
liquidity buffers, particularly in foreign currency, could also
increase pressure on the rating.

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

PCBG's IDRs are sensitive to a positive rating action on the SSR,
which would most likely be caused by a positive rating action on
Georgia's sovereign ratings. An upgrade of the VR would require a
further improvement in the operating environment, coupled with a
material expansion of the bank's franchise.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

PCBG's ex-government support (xgs) ratings exclude assumptions of
extraordinary government support. The Long-Term Foreign- and
Local-Currency IDRs (xgs) of 'BB-(xgs)' are driven by the VR of
'bb-' and underpinned by potential shareholder support. The Short-
Term Foreign- and Local-Currency IDRs (xgs) of 'B(xgs)' are mapped
to the bank's Long-Term Foreign- and Local-Currency IDRs (xgs),
respectively.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

PCBG's Long-Term Foreign- and Local-Currency IDRs (xgs) are
sensitive to changes in the bank's VR or changes of the parent's
Long-Term IDRs (xgs). The Short- Term Foreign- and Local-Currency
IDRs (xgs) are sensitive to changes in PCBG's Long-Term Foreign-
and Local-Currency IDRs (xgs), respectively.

VR ADJUSTMENTS

The capital and leverage score of 'bb-' is below the 'bbb' category
implied score due to the following adjustment reason: size of
capital base (negative).

Public Ratings with Credit Linkage to other ratings

PCBG's IDRs are driven by potential support from PCH.

ESG Considerations

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This 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 of the materiality
and relevance of ESG factors in the rating decision.

   Entity/Debt                      Rating              Prior
   -----------                      ------              -----
JSC ProCredit
Bank (Georgia)   LT IDR              BB+     Affirmed   BB+
                 ST IDR              B       Affirmed   B
                 LC LT IDR           BB+     Affirmed   BB+
                 LC ST IDR           B       Affirmed   B
                 Viability           bb-     Affirmed   bb-
                 LT IDR (xgs)        BB-(xgs)Affirmed   BB-(xgs)
                 Shareholder Support bb+     Affirmed   bb+
                 ST IDR (xgs)        B(xgs)  Affirmed   B(xgs)
                 LC LT IDR (xgs)     BB-(xgs)Affirmed   BB-(xgs)
                 LC ST IDR (xgs)     B(xgs)  Affirmed   B(xgs)

TBC BANK: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
---------------------------------------------------------
Fitch Rating has affirmed TBC Bank JSC's Long-Term Issuer Default
Rating (IDR) at 'BB' with a Stable Outlook, and Viability Rating
(VR) at 'bb'.

Key Rating Drivers

TBC's IDR is driven by the bank's standalone profile, as captured
by its Viability Rating (VR). The VR reflects the bank's
market-leading franchise in Georgia, strong performance through the
cycle, including through several economic downturns, and solid
capital ratios. The VR also considers TBC's high, although
gradually reducing, balance sheet dollarisation.

Robust Economy Withstands Political Uncertainty: Georgia's strong
GDP growth, low annual inflation and resilient local currency have
boosted the banking sector's credit metrics. Fitch forecasts GDP to
grow by 7% in 2024 and by 5% in 2025 and 2026 (2023: 7.5%),
underpinned by the lasting value addition of the large migrant
influx to the economy since 2022. The recent political uncertainty
in Georgia has not materially affected confidence in the banking
system nor its performance to date.

Dominant Domestic Franchise: TBC is the largest bank in Georgia by
loans, with a dominant market share (39% at end-3Q24) and major
pricing power. It operates a universal banking model, providing
loans to all major client segments, including corporates, SMEs,
micro enterprises and consumers (mainly mortgages). Deposits are
the core source of funding, supplemented by wholesale borrowing,
largely from international financial institutions.

High Dollarisation: Lending dollarisation (end-3Q24: 47.5% of
loans) remains the key vulnerability for asset quality, and an
overall drag on TBC's ratings, despite a moderate decline over the
past few years following the National Bank of Georgia's (NBG)
macro-prudential measures. Foreign-currency (FC) loans in retail
are particularly risky, in Fitch's view, especially as some of them
have floating interest rates. At end-2Q24, TBC's FC mortgage loans
amounted to 46% of equity, although Fitch expects these to
gradually reduce.

Stable Asset Quality, Cyclical Sectors: TBC's impaired loans ratio
was a low 2% at end-3Q24, reflecting a favourable economic
environment. Stage 2 loans made up a higher 6%. Both ratios have
remained broadly flat since end-2023. Risks may stem from the
bank's large exposure to cyclical sectors, including real estate
(9% of gross loans at end-2023), construction (7%) and hospitality
(6%), which fundamentally reflects the structure of the domestic
economy.

Robust Profitability Through Cycle: Annual operating profit was a
strong 5% of risk-weighted assets in 2023-9M24 (2022: 6%), due to
wide margins and strong non-interest income, supported by strong
economic growth. Fitch views TBC's long record of robust
performance, with return on equity averaging 22% over the past
decade, as a key rating strength.

Healthy Solvency Metrics: TBC's common equity Tier 1 (CET1) ratio
was a solid 16.6% at end-3Q24 due to retention of strong profits.
TBC's regulatory capital ratios had comfortable headroom
(210bp-410bp) above regulatory minimum requirements at end-3Q24.
Fitch expects continuing robust performance and moderate loan
growth to support sound capital adequacy.

Stable Funding and Liquidity: TBC is largely funded by customer
deposits (end-3Q24: 75% of liabilities), of which half was in FC.
Liquidity risks are well-managed, given historically stable
funding, moderate deposit concentrations and uninterrupted access
to IFI funding. The loans/deposits ratio was an adequate 103% at
end-3Q24. As per the NBG Pillar 3 report, liquid assets made up a
moderate 18% of total assets at end-3Q24 (end-2023: 21%).

Rating Sensitivities

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

TBC's IDRs and VR would be downgraded if Georgia's sovereign
ratings were downgraded.

Negative rating pressure may also stem from a sharp increase in the
impaired loan ratio to above 10%, for example, due to a large
local-currency devaluation. In particular, the ratings could be
downgraded if higher loan impairment charges consume most of the
profits for several consecutive quarterly reporting periods.

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

An upgrade would require a sovereign upgrade, a further large
strengthening of the operating environment, and a material decline
in balance-sheet dollarisation, while maintaining consistently
robust financial metrics.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

The bank's additional Tier 1 (AT1) notes are rated 'B-', four
notches below its VR. This comprises two notches for the notes'
high loss severity due to their deep subordination, and two notches
for additional non-performance risk relative to the VR, given the
fully discretionary coupon omission.

The AT1 notes will be written down if the regulatory CET1 ratio
falls below 5.125%, or if the bank is subject to intervention by
the NBG. The NBG could also impose restrictions on coupon payments,
if the bank breaches minimum capital ratios, including Pillar 1 and
Pillar 2 buffers. At end-3Q24, the minimum required ratios per NBG
methodology, including all applicable buffers for TBC, were solid
16.6% for CET1, 20.4% for Tier 1 and 23.9% for total capital. The
headroom above those levels was comfortable, at 210bp-410bp, for
all three capital ratios.

The Government Support Rating (GSR) of 'no support' reflects
Fitch's view that resolution legislation in Georgia, combined with
constraints on the ability of the authorities to provide support
(especially in FC), means that government support, although still
possible, cannot be relied upon.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

TBC's AT1 notes' rating is sensitive to changes in the bank's VR.

Upside for the GSR is currently limited and would require a
substantial improvement of sovereign financial flexibility as well
as an extended record of timely and sufficient capital support
being provided to local banks.

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
   -----------                      ------         -----
TBC BANK JSC      LT IDR             BB Affirmed   BB
                  ST IDR             B  Affirmed   B
                  Viability          bb Affirmed   bb
                  Government Support ns Affirmed   ns

   Subordinated   LT                 B- Affirmed   B-



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

GRUNETHAHL GMBH: S&P Rates New EUR500MM Senior Secured Notes 'BB-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue rating to the EUR500
million senior secured notes to be issued by Grunethahl GmbH, a
subsidiary of Grunenthal Pharma GmbH & Co. KG (Grunenthal;
BB-/Stable/--). The proposed notes will mature in 2031, and
Grunenthal will use the proceeds to repay the EUR400 million
outstanding on its senior notes maturing in 2026 and the EUR100
million drawn on its revolving credit facility (RCF).

S&P said, "This transaction will improve Grunenthal’s liquidity
position and debt maturity profile, although we factor higher
interest costs compared to the previous senior notes issuance. The
recovery rating on the proposed notes is '3', reflecting our
expectation of fair recovery prospects (50%-70%; rounded estimate:
60%)."

Germany-based Grunenthal is a midsize patent and off-patent branded
pharmaceutical company focusing on the development, marketing, and
sale of prescription-based analgesic drugs. The group is
specialized in pain-management drugs. Its top-selling drug Palexia,
which contributed 13% of the group's total revenue in 2023, faces
competition from generic drugs and market share losses. However,
the group has new products with strong growth potential, including
Qutenza, which is expected to generate more than 20% of annual
revenue in 2028. Grunenthal's recent acquisition of Valinor Pharma
increased the group's scale in the U.S., a key market. Furthermore,
Grunenthanl's RTX (pain treatment for osteoarthritis of the knee),
has potential to be a blockbuster product in the longer term. It is
in phase 3 and has a breakthrough therapy designation from the U.S.
Food and Drug Administration (FDA) with a possible launch in 2026
if data is supportive.

S&P said, "Nevertheless, we forecast the group will face revenue
erosion in the coming years due to the sales erosion of Palexia.
The group's 2024 pro forma revenues will likely decrease marginally
by about 1.3%. We expect S&P Global Ratings-adjusted EBITDA to drop
to about EUR366 million in 2024 from EUR394 million in 2023 with
S&P Global Ratings adjusted EBITDA margin slightly decreasing to
about 20.5%. We anticipate leverage to peak at about 4x at
end-2024, then improve to below 4.0x in 2025 and about 3.5x in
2026, supported by strong cash flow, enhanced EBITDA, and a prudent
financial policy." The July 2024 acquisition of Valinor Pharma for
approximately $250 million left Grunenthal's credit metrics within
the thresholds for the current rating but has exhausted any
headroom the company could have used to accommodate discretionary
spending.


SCHOEN KLINIK: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Schoen Klinik SE's (Schoen) Long-Term
Issuer Default Rating (IDR) at 'B+' and its senior secured
instrument rating at 'BB' with a Recovery Rating of 'RR2'. The
Outlook is Stable.

The IDR is driven by its solid market position in the German
private hospital market and financial flexibility, which is
enhanced by its real-estate ownership. These strengths are balanced
with Schoen's fairly high EBITDAR gross leverage, a
personnel-intensive fixed cost base and its limited geographical
footprint, which exposes its credit profile to potential changes in
a single reimbursement system.

The Stable Outlook reflects Fitch's expectation of organic
profitability improvement as the group continues to integrate the
acquired Imland business, as well as a prudent financial policy
versus that of sponsor-owned healthcare providers. This would
support a gradual reduction in leverage.

Key Rating Drivers

Defensive Specialised Operations: Schoen enjoys strong market
positions in mental health and somatic care in Germany, supported
by rehabilitation services, which benefit from steadily growing
demand. Its well-established national market position in selected
regions and service lines also contribute to greater operating
resilience than other providers with a narrower focus. Schoen's
defensive business profile is further supported by the regulated
nature of the sector with high barriers to entry, requiring strong
technical and investment expertise.

Following the recent approval of the new healthcare reform in
Germany, whose implementation will last until the end of the
decade, Fitch expects operators of large hospitals, such as Schoen
(on average 400 beds) to generally benefit from the reform.

Industry-Leading Profitability, Temporarily Subdued: Fitch views
Schoen's profitability as favourable compared with its European
direct peers', supported by low rent expenses and operating
efficiency, with a high share of in-sourced operations.
Fitch-defined EBITDA margin is temporarily subdued, mostly by the
consolidation of the margin-dilutive Imland facilities since July
2023 and to a lesser extent by inflationary pressures, which are
now receding.

Fitch forecasts Fitch-defined EBITDA margin to moderate to 11.3% in
2024 from 12.5% in 2023, before gradually rising to 12% by 2027,
driven by low single-digit payor rate growth and occupancy rates
returning to pre-pandemic levels. Fitch views the private hospital
sector's high intrinsic operating leverage, high labour intensity
and regulated nature as constraining the scope for improving EBITDA
margin materially above 13% on a sustained basis while maintaining
high service standards.

Significant Financial Flexibility: The ratings are underpinned by
considerable financial flexibility, stemming from its
cash-generative operations and unencumbered real estate base.
Schoen owns nearly all of its hospital facilities, unlike most
Fitch-rated EMEA healthcare service providers. This provides
greater financial flexibility, which is reflected in its forecast
EBITDAR fixed-charge coverage of 2.5x-3.5x for 2024-2027, versus
1.2x-2.0x for most peers within the 'B' rating category.

Asset Ownership Enhances Recoveries: The value of Schoen's property
portfolio supports the two-notch rating uplift of the term loan B's
(TLB) rating from the IDR to 'BB'. In addition, the ownership of
valuable real estate ensures some stability in times of financial
uncertainty, serving as collateral and as a source of additional
liquidity in the form of potential sale and leasebacks, which are
capped at EUR400 million under its TLB documentation.

High Leverage. Deleveraging Capacity: Fitch-defined EBITDAR
leverage has remained slightly above 5x since 2021. The debt-funded
acquisition of Imland lifted EBITDAR gross leverage to 5.2x in 2023
from 5.0x in 2022 but Fitch expects an improvement to slightly
below 5x in 2024. Fitch believes that Schoen has sufficient organic
deleveraging capacity to reduce EBITDAR gross leverage towards its
positive sensitivity of 4.5x by 2026, albeit subject to the
delivery of expected EBITDA improvements.

Commitment to Prudent Financial Policies: Its ratings are anchored
in Schoen's commitment to reduce EBITDA net leverage to below 4.0x
(or about 4.5x Fitch-defined EBITDAR gross leverage), which aligns
with the shareholders' intention and would increase the group's
financial flexibility. Fitch expects Schoen to remain opportunistic
on M&A, mostly targeting underperforming hospitals and returning
them to profitability. Fitch views large acquisitions as event
risk, with its impact on the rating subject to business risk,
integration complexity, acquisition economics and funding mix.

Constructive Regulatory Framework: The ratings benefit from a
supportive regulatory framework for independent private operators
in Germany, with a well-funded state-backed healthcare system.
Constructive pricing frameworks allow most of the cost inflation to
be passed on, albeit with a 12-18 month delay due to a base-rate
calculation mechanism. Schoen's hospitals are included in the
German federal states' hospital plans, leading to low reimbursement
risk via statutory health insurance firms.

Derivation Summary

Fitch rates Schoen under Fitch's Ratings Navigator for healthcare
providers. Global sector peers tend to cluster in the 'B' to 'BB'
range, driven by companies' operating profiles — including scale,
service and geographic diversification, and payor and medical
indication mix — as well as the traits of their respective
regulatory frameworks influencing the quality of funding and
government healthcare policies.

European sector peers have similar operating characteristics,
including stable patient demand, a regulated but limited ability to
enforce price increases above inflation and the necessity of
driving operating efficiencies while maintaining well-invested
clinic networks to safeguard competitive sustainability. Ratings
nevertheless tend to be constrained by weak credit metrics, as
expressed in highly leveraged balance sheets due to continuing
national and cross-border market consolidation with EBITDAR
leverage at 6.0x-7.0x and tight EBITDAR fixed-charge coverage of
around 1.5x.

Fitch compares Schoen against high-yield European hospital
providers peers such as Mehilainen Ythima Oy (B/Stable), Almaviva
Developpement (B/Stable) and Median B.V. (B-/Stable). Schoen's IDR
benefits from a more conservative financial policy and higher
EBITDA margin as a result of owning hospital facilities and lower
rent expenses, which also translate into higher free cash flow
(FCF) and better coverage than its peers. Schoen is smaller than
other asset-heavy healthcare providers. It also has a less
diversified geographic footprint than Fresenius Helios, the
healthcare provider branch of Fresenius SE & Co. KGaA
(BBB-/Stable).

Key Assumptions

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

- Revenue growth of 18.5% in 2024, driven by the annualisation of
the July 2023 acquisition of Imland and 7.5% organic growth due to
payor fee increases and improved occupancy

- Organic revenue growth averaging 3% over 2025-2027

- EBITDA margin to reduce to 11.3% in 2024, before improving
towards 12% by 2027

- Working-capital outflows of EUR5 million a year from 2024

- Capex (net of state grants received) at 4.2% of sales in 2024 and
at 4.5% to 2027

- No material acquisitions, which will be treated as event risk

- Dividends expected to gradually increase to EUR40 million in 2027
from EUR30 million in 2024

Recovery Analysis

In its recovery analysis Fitch assumes that Schoen will be
liquidated in bankruptcy rather than reorganised as a going concern
(GC), given its ownership of substantial real estate. Fitch also
expects that, prior to a bankruptcy, the company would decide to
sell and lease back some of its real estate assets. In accordance
with the TLB documentation, the group would be able to sale and
lease back up to EUR400 million of its real estate assets and use a
third of the proceeds towards debt repayment.

To calculate the liquidation value of the real estate, Fitch
maintains standard advance rates on its appraisal value net of the
EUR400 million sale and leaseback, leading to a total estimated
liquidation value of EUR641 million.

After deducting 10% for administrative claims from the liquidation
value, the allocation of value in the liability waterfall analysis
results in a Recovery Rating of 'RR2' for Schoen's senior secured
instruments, leading to a 'BB' instrument senior secured rating.
The waterfall analysis includes the TLB, equally ranking TLA,
promissory notes and a EUR125 million revolving credit facility
(RCF), which Fitch assumes will be fully drawn prior to distress.
The above results in a waterfall-generated recovery computation
percentage of 81%, based on current metrics and assumptions.

RATING SENSITIVITIES

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

- Erosion of EBITDA margins to below 10% on a sustained basis

- Neutral-to-negative FCF margins on a sustained basis

- EBITDAR gross leverage above 5.5x on a sustained basis

- EBITDAR fixed-charge coverage below 2.0x on a sustained basis

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

- Successful execution of medium-term strategy leading to an
increase in scale and diversification

- Steadily increasing EBITDA, with EBITDA margins above 12% on a
sustained basis

- FCF margins in low single digits on a sustained basis

- Consistent financial policy supporting EBITDAR gross leverage
below 4.5x on a sustained basis

- EBITDAR fixed-charge coverage above 2.5x on a sustained basis

Liquidity and Debt Structure

Fitch views Schoen's liquidity as comfortable, with ample freely
available year-end cash during 2024-2027 (excluding EUR10 million
that Fitch treats as restricted and not readily available for debt
service), and an EUR125 million available committed RCF. Schoen has
minor amortisation payments under its TLA in 2024-2026 and EUR64
million payment under promissory notes in 2026-2027, but the
closest major maturity is in November 2027 when the TLA comes due.

Issuer Profile

Schoen is a German-based private hospital operator, with a small
presence in the UK. It focuses on providing mental health, somatic
and rehabilitation service.

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

Schoen has an ESG Relevance Score of '4' for Exposure to Social
Impacts as it operates in a healthcare market, which is subject to
sector regulation, as well as budgetary and pricing policies
adopted in Germany and the UK. Rising healthcare costs expose
private hospital operators to high risks of adverse regulatory
changes, which could constrain the companies' ability to maintain
operating profitability and cash flows. This 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
   -----------             ------        --------   -----
Schoen Klinik SE     LT IDR B+  Affirmed            B+

   senior secured    LT     BB  Affirmed   RR2      BB



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

BARINGS EURO 2024-1: Fitch Assigns 'B(EXP)sf' Rating to Cl. F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Barings Euro Middle Market CLO 2024-1
DAC notes expected ratings.

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

   Entity/Debt              Rating           
   -----------              ------           
Barings Euro Middle
Market CLO 2024-1 DAC

   A Notes              LT AAA(EXP)sf  Expected Rating
   A-1 Loan             LT AAA(EXP)sf  Expected Rating
   A-2 Loan             LT AAA(EXP)sf  Expected Rating
   B                    LT AA(EXP)sf   Expected Rating
   C                    LT A(EXP)sf    Expected Rating
   D                    LT BBB(EXP)sf  Expected Rating
   E                    LT BB(EXP)sf   Expected Rating
   F                    LT B(EXP)sf    Expected Rating
   Subordinated Notes   LT NR(EXP)sf   Expected Rating

Transaction Summary

Barings Euro Middle Market CLO 2024-1 DAC is a static middle-market
(MM) CLO that will be managed by Barings (U.K.) Limited. Net
proceeds from the issuance of the secured and subordinated notes
will provide financing on a portfolio of approximately EUR380
million of senior secured direct lending loans originated by
Barings. The portfolio also includes 75 assets from 61 obligors, of
which 13% is broadly syndicated loans (BSL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality (Neutral): Fitch has assigned credit
opinions to all MM loan issuers. The average credit quality of
obligors is 'B'/'B-'. The Fitch weighted average rating factor
(WARF) of the current portfolio is 28.9. This is higher than for
BSL CLO portfolios, which had an average WARF of 25.2 at
end-October 2024.

High Recovery Expectations (Positive): The portfolio comprises
senior secured obligations. Fitch views the recovery prospects for
these assets as more favourable than senior unsecured assets. Fitch
expect a weighted average recovery rate of the current portfolio at
60%.

Diversified Portfolio Composition (Positive): The largest three
industries represent 40.3% of the portfolio balance, the top 10
obligors represent 21.1% of the portfolio balance and the largest
obligor represents 2.2% of the portfolio. This is comparable with
BSL CLOs, despite the relatively small number of obligors in the
portfolio.

Static Portfolio (Positive): The transaction does not have a
reinvestment period and discretionary sales are only permitted if
there is no event of default and subject to a limit. Credit-risk
obligations and defaulted obligations may be sold at any time
provided that no event of default has occurred.

Maturity Extensions (Neutral): Most loans are not syndicated and
Barings is the only lender. While the European direct lending
market has grown in recent years, there is still limited liquidity,
increasing the likelihood that borrowers will refinance or extend
their loans with Barings. The transaction has an initial weighted
average life (WAL) of 4.6 years and a legal final maturity of 12.3
years from closing, giving sufficient flexibility to manage
extensions.

The manager may vote in favour of a maturity amendment on
collateral obligations, if the obligations do not become
long-dated, the maturity amendment's 6.5-year weighted average life
(WAL) test is satisfied and if the WAL test is not satisfied it is
subject to a cumulative limit of 5%. Assets for which the maturity
is extended to within two years of the maturity of the notes are
accounted at Fitch collateral value in the coverage tests. In
Fitch's opinion, these provisions provide flexibility for the
manager and the underlying corporate borrowers, while providing an
incentive to avoid extension when possible.

Permitted Deferrable Obligation (Neutral): About 55% of the
portfolio consists of MM loans for which the terms allow the
borrower to defer part of the loan margin in excess of a minimum of
4%. In addition, less than 10% of the portfolio allows borrowers to
defer the full coupon. The deferred interest component is
capitalised. Fitch tested the transaction cash flows by applying a
haircut to the portfolio weighted average spread, based on the
minimum applicable spread, for 36 months and found that the ratings
remain resilient and maintain a positive breakeven default rate
cushion.

Deviation from MIR: Fitch has assigned expected ratings that are
between one and two notches below the model-implied ratings (MIR),
allowing some cushion against performance deterioration, given this
is the first transaction of its type in EMEA.

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 lead to downgrades of up to three
notches for the class A to E notes and to below 'B-sf' for the
class F notes.

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.

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 four notches for the class C to
F notes, two notches for the class B notes. The class A notes are
at the highest rating on Fitch's scale and cannot be upgraded.

Based on the current portfolio for this MM CLO, 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.

CRITERIA VARIATION

According to Fitch's CLO and Corporate CDO Rating Criteria, the
analysis of static transactions is based on the current portfolio
stressed by downgrading the ratings of all obligors with a Negative
Outlook (floored at CCC-) by one notch. Considering that credit
opinions are not assigned an Outlook, Fitch based the analysis on
the current portfolio and assigned the ratings to the notes on the
basis of the large breakeven default rate cushions against any
material deterioration of the 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

Barings Euro Middle Market CLO 2024-1 DAC

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations 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 Barings Euro Middle
Market CLO 2024-1 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 any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.

TAURUS 2020-1: Fitch Cuts Cl. D Notes Rating to B+
--------------------------------------------------
Fitch Ratings has downgraded Taurus 2020-1 NL DAC's notes, as
detailed below

   Entity/Debt             Rating             Prior
   -----------             ------             -----
Taurus 2020-1 NL DAC

   A XS2128007163      LT AA-sf   Downgrade   AAsf
   B XS2128007593      LT BBB+sf  Downgrade   A-sf
   C XS2128007759      LT BB+sf   Downgrade   BBB-sf
   D XS2128007916      LT B+sf    Downgrade   BBsf
   E XS2128008211      LT CCCsf   Downgrade   B-sf

Transaction Summary

Taurus 2020-1 NL DAC finances 100% of a commercial mortgage term
loan originally sized at EUR653.3 million advanced by Bank of
America Merrill Lynch International DAC (the originator) to
entities related to Blackstone Real Estate Partners. Together with
a senior capex loan and a mezzanine loan, the senior term loan is
secured on a portfolio of office and industrial properties in the
Netherlands. The originator retains 5% of the issuer's liabilities
in the form of an issuer loan that ranks pari passu with the
notes.

As of August 2024, 70 properties had been sold (an additional
property was disposed in September 2024), resulting in 44.4% of the
senior loan balance being repaid. The loan balance currently stands
at EUR400.5 million, including the senior loan and the drawn amount
of capex loan (of which EUR9.5 million has been escrowed pending
allocation). Of the remaining portfolio of 35 properties, 33 are
offices, with 38% of market value focused in the Amsterdam area.

The loan is subject to 100% cash trapping. However, as amounts
trapped (currently EUR12.4 million has been trapped from surplus
cash flow) can be drawn to cover landlord expenses (subject to
certain conditions), none may be available at loan maturity in 20
February 2025.

KEY RATING DRIVERS

Office Demand Polarisation: The office market continues to be
polarised by quality and location. Ongoing trends such as hybrid
working and the green transition continue to drive investment and
lease up activities across Europe. Despite generally higher energy
performance than other European office markets, the Netherlands has
been affected by these forces, causing office valuations to fall,
resulting in a 10pp increase in the reported loan-to-value ratio
(LTV) since the last rating action.

Worsening Loan Metrics and Occupancy: Since its last rating action,
the debt yield for total debt outstanding has fallen by around
0.2pp to 6.9%, with occupancy down 3pp on a like-for-like basis.
Net rental income has decreased by around 10%, driven by an
increase in rent-free incentives and non-recoverable costs.
Moreover, evidence from new leasing activity suggests headline
rents achievable are lagging reported rental value by around 10%,
which Fitch has reflected in its analysis. These factors
contributed to the downgrades.

Refinancing Risk Growing: With loan maturity three months away, the
recent deterioration in performance metrics makes sponsor-led
refinancing less likely, especially as there is a mezzanine lender
(taking total LTV up to 77.7%). The mezzanine lender could enforce
its share security to take control of the borrowing vehicle, which
given its financial stake is more protected from value decline than
the sponsor's, could sharpen the incentive to refinance the senior
loan, including by injecting additional equity. The uncertainty
surrounding loan repayment is reflected in the Negative Outlooks.

RATING SENSITIVITIES

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

Contraction in demand, which leads to lower rents or higher vacancy
in the portfolio.

The change in model output that would apply with rental value
decline assumptions 15pp higher produces the following ratings:

'BBB+sf' / 'BB-sf' / 'B-sf' / 'CCCsf' / 'CCCsf'

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

Improvement in portfolio performance led by rent increases and
decline in vacancy.

The change in model output that would apply with cap rate
assumptions 1pp lower produces the following ratings:

'AA+sf' / 'A+sf'/ 'BBB+sf' / 'BB+sf' / 'BB-sf'

SUMMARY OF FINANCIAL ADJUSTMENTS

Key property assumptions (weighted by net estimated rental value;
ERV)

Fitch ERV: EUR43.1 million

Capitalised irrecoverable amount: EUR3.3 million

'Bsf' weighted average (WA) cap rate: 7.3%

'Bsf' WA structural vacancy: 20.2%

'Bsf' WA rental value decline: 9.4%

'BBsf' WA cap rate: 7.5%

'BBsf' WA structural vacancy: 22.8%

'BBsf' WA rental value decline: 12.7%

'BBBsf' WA cap rate: 7.7%

'BBBsf' WA structural vacancy: 25.7%

'BBBsf' WA rental value decline: 16.1%

'Asf' WA cap rate: 8.0%

'Asf' WA structural vacancy: 28.6%

'Asf' WA rental value decline: 19.6%

'AAsf' WA cap rate: 8.4%

'AAsf' WA structural vacancy: 34.5%

'AAsf' WA rental value decline: 23.5%

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

Taurus 2020-1 NL DAC

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

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

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

ESG Considerations

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

VIRGIN MEDIA: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Virgin Media Ireland Limited's (VMI)
Long-Term Issuer Default Rating (IDR) at 'B+', with a Stable
Outlook. Fitch has also affirmed its senior secured EUR900 million
term loan B (TLB) at 'BB' with a Recovery Rating of 'RR2'.

The IDR reflects VMI's leverage profile, a higher proportion of TV
advertising revenues than peers' and a highly competitive telecom
market. VMI is more weakly positioned in mobile than peers, due to
its less than 5% market share of subscribers and a lack of network
ownership as a mobile virtual network operator (MVNO). Rating
strengths are VMI's leading cable position, a highly converged
customer base and strong EBITDA margins.

The Stable Outlook reflects its expectation that net leverage will
reduce towards the company's target of 5x and in consistency with
other Liberty Global (LG) group entities'.

Key Rating Drivers

Lower Margins Increase Leverage: VMI's Fitch-defined EBITDA margins
fell more than expected to 35.4% in 2023 from 39.5% in 2022,
increasing Fitch-defined EBITDA leverage by 0.6x to 5.4x. This
reflects an increase in energy, IT and other system costs related
to the fiber-to-the home (FTTH) roll-out. Fitch expects EBITDA
margins to decrease further to 35% in 2024, before increasing
slowly from 2025 onward as pressures from the FTTH roll-out and IT
system upgrade abate.

Minimal Leverage Headroom: Fitch expects Fitch-defined net debt /
EBITDA to increase to 5.6x in 2024 from 5.4x in 2023. Leverage will
remain at 5.6x, its rating downgrade threshold, for one more year
before reducing to 5.4x and further in 2026 and 2027. Fitch expects
VMI's deleveraging capacity to be constrained for the next two
years, due to the current capex cycle and the impact on EBITDA from
losses on their fixed-line retail revenues, which may not be
sufficiently offset by growth in wholesale revenues.

As leverage is above VMI's target of 5x, Fitch would expect LG to
continue to fund the FTTH roll-out with equity injections to cover
any shortfalls in free cash flow (FCF) rather than VMI drawing on
the available revolving credit facility (RCF; EUR100 million
undrawn), which would increase leverage further.

Wholesale Deals Extend Reach: VMI will now sell wholesale access to
its fiber network to Sky and Vodafone and has extended the reach of
its own fiber footprint with a wholesale deal to access NBI's and
SIRO's networks. The deals support VMI's strategic decision to
upgrade its network to fiber rather than DOCSIS4. When Vodafone and
Sky up-sell existing customers onto fiber over VMI's network, this
will add revenue opportunities for VMI. However, these partners'
price discounts may risk cannibalising retail customers' higher
average revenue per user (ARPU) in favour of wholesale access
revenues.

FCF Negative till FY26: VMI completed around 45% of its fiber
roll-out at end-3Q24 but to meet its target of one million homes
passed by 2025 they will need to increase the pace of its build.
Fitch expects capex as a share of revenue to remain high at 35% in
2024-2025, before slightly decreasing in 2026 as the fibre roll-out
nears completion. This will keep free cash flow (FCF) margins
negative at 7% in 2024 and 2025, and by a lesser amount in 2026.
Fitch conservatively expects VMI to start reducing capex in 2027,
one year after the company's current plan, to allow for FCF
generation.

Increasing Fixed-Line Competition: VMI's fixed-line subscriber
declined 2.6% in 2023 and Fitch expects this to fall a further
4%-5% in 2024. Fitch also expects this to continue into 2025 as
competing builds increasingly overlap VMI's network footprint.
However, Fitch expects losses will begin to be offset by higher
wholesale revenue growth and increased market rationality from new
wholesale deals. Network scale benefits and the completion of the
FTTH roll-out and IT upgrade in 2025 and 2026 should also begin to
mitigate the overall EBITDA impact from the reduction in retail
fixed-line revenues.

Well-Converged Customer Base: VMI has one of the most subscribed to
pay-TV products in the Irish market, which still has a fairly high
rate of pay-TV penetration at 53% of homes. With its growing mobile
business and high-speed fixed broadband, VMI has a highly converged
customer base and a fixed-line ARPU that is above its peers' at
over EUR60. Convergence increases customer loyalty and switching
costs, which help offset pressures from market price competition.

Network Footprint Overlap: VMI's cable network, covering just under
one million homes in Ireland, is capable of gigabit speeds. It also
has over 90% of its subscribers on packages with speeds above
500Mbps, higher than the national average. However, Fitch estimates
that around 60% of their network is overbuilt, with the domestic
incumbent eircom Holdings (Ireland) having rolled out
gigabit-capable FTTH to over one million homes and Vodafone Group
plc-backed JV SIRO having passed around 700,000 homes with the same
technology.

Derivation Summary

VMI's ratings reflect its position as the leading cable operator in
Ireland with one of the widest coverages of high-speed broadband
homes passed in the country. It's fixed-line network is of similar
size to domestic peer eircom Holdings (Ireland) Limited's (B+ /
Stable) FTTH network. Fitch expects low single-digit FCF margins to
recover in 2027 after VMI completes their roll-out of FTTH.

Its leverage relative to that of other western European telecom
operators such as Vodafone Group plc (BBB / Positive) is high and
is a constraint on the ratings. VMI has lower EBITDA than other LG
assets such as Telenet Group Holding N.V (BB- / Stable) and
VodafoneZiggo Group B.V. (B+ / Stable). VMI also has a much smaller
scale in mobile and a greater share of revenue from volatile
free-to-air TV advertising.

Key Assumptions

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

- Low single digit revenue decrease in 2024 and flat revenue growth
between 2025 and 2027, as stiff competition in the fixed-line
business and traditional voice revenue declines are offset by
continued growth expected in mobile, B2B and wholesale

- Fitch-defined EBITDA margin to decline slightly to 35% in 2024,
reflecting pressures on revenue and losses of fixed-line retail
customers that may have a disproportionate initial effect on
EBITDA. This is followed by gradual increases to 37% by 2028 as
losses are offset by higher wholesale revenues, a reduction in
operating spending associated with the roll-out of FTTH and in
costs from the IT system upgrade as these investments are
completed

- Capex at 35% of sales in 2024 and 2025 as VMI completes its FTTH
roll-out to one million premises, and to remain high at 30% in 2026
before reducing more sharply in 2027

- Negative FCF financed by LG in 2024 and 2025 and excess cash
flows channeled to LG in 2027

- RCF to remain undrawn

Recovery Analysis

Key Recovery Rating Assumptions

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

- A 10% administrative claim

- Its GC EBITDA estimate of EUR140 million reflects Fitch's view of
a sustainable, post-reorganisation EBITDA

- An enterprise value (EV) multiple of 6x is used to calculate a
post-reorganisation valuation and reflects a distressed multiple

- Fitch estimates the total amount of debt claims at EUR1 billion,
which includes full drawings on an available RCF of EUR100 million.
Its recovery analysis indicates a 76% recovery for the senior
secured debt, resulting in an instrument rating and a Recovery
Rating of 'BB' and 'RR2', respectively

RATING SENSITIVITIES

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

- Fitch-defined net debt/EBITDA above 5.6x on a sustained basis

- Further intensification of competitive pressures leading to
deterioration in operational performance

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

- Strong and stable FCF generation and a more conservative
financial policy resulting in Fitch-defined net debt/EBITDA below
4.8x on a sustained basis

- Cash flow from operations less capex/gross debt consistently
above 5%

- No deterioration in the competitive or regulatory environment

Liquidity and Debt Structure

All debt is long-dated with a EUR900 million term loan having a
bullet maturity in 2029 and VMI has access to an undrawn EUR100
million RCF. Fitch expects cumulative negative FCF of EUR65million
in 2024-2026 as the company rolls out FTTH to be covered by LG
equity injections before FCF generation recovers in 2027. LG
manages cash balances at minimal levels at VMI, making liquidity
dependent on the undrawn RCF. Net debt/EBITDA is expected to
reduced and be managed by LG at around 5x.

Issuer Profile

VMI is the largest cable operator in Ireland with a fully converged
product offering covering fixed-line and mobile 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

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
   -----------             ------        --------   -----
Virgin Media
Ireland Limited      LT IDR B+  Affirmed            B+

   senior secured    LT     BB  Affirmed   RR2      BB



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

IRCA GROUP 3: Fitch Assigns 'B' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has assigned IRCA Group Luxembourg Midco 3 S.a r.l
(IRCA) a first-time Long-Term Issuer Default Rating (IDR) of 'B'
with a Stable Outlook. Fitch has assigned the upcoming EUR1,100
million senior secured notes, issued by Irca S.p.A., an expected
instrument rating of 'B+(EXP)' with a Recovery Rating of 'RR3'.

The 'B' rating reflects IRCA's high initial leverage of 7.4x in
2024 with robust mid-scale operations, supported by its strong
value-added proposition with a specialised customised product
portfolio and global commercial capabilities. IRCA's EBITDA margins
are strong for the sector and Fitch expects healthy free cash flow
(FCF) from 2025 as capacity investments normalise.

The Stable Outlook reflects its expectations of leverage moderating
to 5.5.x by 2026, driven by growth opportunities from business
additions with mid-single-digit organic growth and EBITDA margin
improvement.

The assignment of the final instrument rating is contingent upon
final documents conforming to information already received.

Key Rating Drivers

High Initial Leverage, Deleveraging Capacity: The rating is
constrained by a high debt burden, with EBITDA leverage projected
at 7.4x at end-2024, following the proposed refinancing
transaction. Fitch expects this to drop to 5.5x by 2026, a level
consistent with the 'B' IDR. Fitch views execution risks related to
EBITDA-driven deleveraging as moderate, reflected in the Stable
Outlook. Fitch also notes IRCA's highly acquisitive record, with
six transactions completed since 2022. Further multiple or sizeable
debt-funded acquisitions could disrupt deleveraging and pressure
the rating.

Risks to Growth, Mature Market: Fitch forecasts mid to high-single
digit organic growth, supported by the recent acquisitions,
leveraging on recent capacity expansion and cross-selling
opportunities aided by now global production capabilities and
innovation provided to clients, which is key for the food
ingredient industry. Fitch views these levels of growth as high for
the sector, but achievable given IRCA's product proposition and its
business model traits.

Fitch recognises that IRCA operates in the mature confectionery
market. Despite its resilience due to consumer indulgence and
steady demand even during economic downturns, this market may
experience constrained growth due to increasing demand for
healthier alternatives, a segment where the company currently has
only an incipient presence.

Leading Food Ingredients Producer: IRCA is a leading specialty food
ingredients supplier with a wide portfolio of highly customised
products, from chocolate to decorations, including creams,
toppings, inclusions, chocolate, decorations, providing an
integrated one-stop-shop solution with limited competition. Its
scale is somewhat limited measured by EBITDA around EUR200 million
(pro forma for acquisitions and synergies). However, Fitch
acknowledges the progress made towards a more balanced customer
base with higher outreach to faster-growing food manufacturers.

Global Commercial Capabilities: The business model benefits from
global commercial capabilities, with two well-established channels:
own commercial network for large food manufacturers (58% of sales)
and long-term partnership distributors for the gourmet channel. It
has a loyal and diversified customer base where Fitch sees limited
replacement threat, with the top 10 accounting for 25% of revenue.
After Kerry's acquisition in the US, its capabilities are
particularly relevant to serve global food manufacturers and
enhance geographical diversification, although Fitch notes some
concentration on the Italian market.

Differentiated Value-Added Positioning: IRCA has limited exposure
to the volatile dynamics of commodity traders, as their products
are differentiated and tailor-made. It has strong innovation
capabilities with solid R&D capabilities that allow close
cooperation and co-development with its clients' innovation teams,
key aspect for industrial food producers. IRCA benefits from
premiumisation trends that favour speciality positioning, but also
covers lower price points, including private label ingredients for
trading down consumers.

Strong Profitability: The group generates strong profitability for
the sector with EBITDA margins projected at 15%-16%. These
profitability levels reflect IRCA's customised product offerings
with certain switching costs, at the same time being economically
more attractive than in-sourcing by food manufacturers. IRCA has
also proven its ability to pass through high inflation via frequent
price updates in contracts. Key inputs are hedged. However,
elevated costs for cocoa, oils, and sugar, together with margins
subject to operating leverage, still pose a challenge to
maintaining current margins.

Solid FCF Generation: Fitch estimates the group's FCF will turn
positive from 2025 with healthy mid- to high-single-digit FCF
margins, as capex normalises. IRCA's modern and flexible facilities
do not require major maintenance capex after recent investments and
integrated acquisitions. Fitch assumes cash conversion will remain
high, supported by contained working capital growth as the
portfolio benefits from demand throughout the year, including ice
creams.

Derivation Summary

IRCA has smaller scale, lower operating margins and significantly
higher leverage than peers in the confectionery sector such as
Ulker (BB/Stable), Mondelez (NR) or Sammontana Italia SpA
(B+/Stable).

Its business profile is stronger than that of private label food
processor La Doria S.p.A (B/Positive), due to its wider and more
specialised portfolio, more balanced customer base and wider
geographical footprint.

IRCA is rated above Platform Bidco (Valeo Foods; B-/Stable), being
both exposed to the sweet market trends and comparable in terms of
scale, while IRCA's B2B focus makes it more profitable and cash
generative.

Key Assumptions

- Organic revenue CAGR at around 8.3% in 2024-2028

- EBITDA margin at 14.1% in 2024, gradually increasing towards
16.4% by 2028

- Capex at EUR53 million in 2024, mainly due to higher expansion
capex, followed by around EUR20 million on average in 2025-2028

- Remaining payments for Kerry acquisition of EUR6 million in 2024,
EUR20 million in 2025 and EUR5 million in 2026

- Restricted cash of EUR30 million for daily operations

Recovery Analysis

The recovery analysis assumes that IRCA will be considered as a
going concern (GC) rather than liquidated in bankruptcy.

Fitch assumed a 10% administrative claim, which is unavailable
during restructuring and hence deducted from the enterprise value
(EV).

The estimated GC EBITDA of EUR160 million reflects the level of
earnings required for the company to sustain operations as a GC in
unfavourable market conditions of shrinking volumes and with an
inability to pass on cost increases.

Fitch has assumed a 5.5x distress EV/EBITDA multiple, reflecting
IRCA's healthy underlying operating and FCF margins. This EV/EBITDA
multiple is below Sigma Holdco BV's of 6.0x due to the latter's
larger scale and well-recognised brand and is in line with Valeo
Foods, which has similar scale and operates in related packaged
food categories, with some brand recognition.

Post-refinancing, Fitch assumes local bank liabilities of around
EUR33 million together with the super senior EUR150 million
revolving credit facility (RCF) are structurally prior-ranking to
senior secured EUR1,100 million notes.

Fitch has assumed the EUR100 million factoring line will remain
available during and post-distress, given the company's blue-chip
clients with higher credit quality (e.g. Univeler, Mondelez,
Nestle). Following its criteria, these factoring facilities are
included in the financial debt calculations, but excluded from the
recovery analysis.

Based on these assumptions, its waterfall analysis generates a
ranked recovery for the senior secured debt in the Recovery Rating
'RR3' band, leading to a senior secured rating of 'B+', one notch
above the IDR, with a waterfall-generated recovery computation of
55%.

RATING SENSITIVITIES

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

- Operating challenges and weak execution of strategy leading to
decelerating revenue progression

- EBITDA margin deteriorating towards 13%

- Volatile FCF as a result of aggressive financial policy

- EBITDA leverage above 6.5x on a sustained basis

- Interest coverage below 2.0x

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

- Record of sustained high-single digit revenue growth as IRCA
successfully integrates the new industrial capacity and levers new
commercial capabilities

- EBITDA margin consolidating above 15%

- FCF margin sustainably above 3%

- EBITDA leverage decreasing below 5.5x

- Interest coverage above 3.0x

Liquidity and Debt Structure

Fitch estimates a freely available cash balance of EUR41 million at
end-2024 (after restricting EUR30 million for ongoing operational
needs, which Fitch assumes will not be available for debt
service).

Fitch projects a continuous build-up of cash as a result of high
profitability, optimised working capital management with lower
seasonality thanks to improved product diversification, and minimal
capex requirements after recent acquisitions and capacity
expansion. Fitch expects this to lead to sustained positive FCF
generation and year-end freely available cash in excess of EUR100
million from 2026.

Following the completion of the proposed refinancing transaction,
most maturities will be concentrated in 2029. Fitch treated off
balance sheet non-recourse factoring as debt (EUR52.9 million as of
December 2023, in addition to the recourse factoring of EUR27.6
million as of September 2024) and recognise the company's working
capital could be adversely affected in the absence of these
facilities. Fitch projects the proposed EUR150 million RCF remains
fully undrawn through to2028.

Issuer Profile

The IRCA Group is an Italy-headquartered manufacturer of specialty
food ingredients for food manufacturers and gourmet customers
(including pastry shops, bakeries, foodservice chains and others).

Date of Relevant Committee

21-Nov-2024

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  

   -----------                 ------                   --------  

Irca S.p.A.

   senior secured        LT     B+(EXP) Expected Rating   RR3

IRCA Group Luxembourg
Midco 3 S.a r.l          LT IDR B       New Rating

IRCA GROUP: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' long-term issuer credit rating
to IRCA Group Luxembourg Midco 3 S.a.r.l. (Irca) and its 'B-' issue
rating to the proposed EUR1,100 million senior secured notes due
2029 with a recovery rating of '3' (55% recovery prospects in an
event of default).

S&P said, "The stable outlook reflects our view that production
volumes and productivity will increase steadily, lifting S&P Global
Ratings-adjusted EBITDA margins and translating into positive FOCF
in 2025. We expect this will improve leverage toward 7.5x and funds
from operations (FFO) cash interest coverage to about 2.0x by end
of 2025."

IRCA is looking at refinancing its existing senior debt maturities
by issuing new EUR400 million fixed-rate senior secured notes and
EUR700 million floating-rate senior secured notes, both maturing in
2029. The notes will be issued by the group's core subsidiary IRCA
S.p.A. The group's capital structure also comprises a new EUR150
million super senior revolving credit facility (RCF), maturing
January 2029, which S&P expects to remain undrawn.

The company's S&P Global Ratings-adjusted leverage will improve to
7.5x in 2025, from the 10.0x-10.5x expected for 2024. Irca is
issuing new EUR1.1 billion senior secured notes (split between a
EUR400 million fixed rate note and a EUR700 million floating rate
one) maturing 2029. The new notes will be issued by the group's
core subsidiary IRCA S.p.A and proceeds will be used for: the
repayment of the EUR975 million unitranche notes due 2029 and their
call premium; the repayment of acquisition facilities and of EUR20
million of RCF drawings; and to cover EUR12 million transaction
costs. S&P said, "The final capital structure also includes EUR150
million super senior RCF, which we expect to remain undrawn. We
estimate S&P Global Ratings-adjusted debt will amount to about
EUR1,400 million following the proposed transaction. This includes
the proposed notes, about EUR20 million-EUR25 million of lease
liabilities, EUR80 million recourse and nonrecourse factoring
(combined), EUR30 million-EUR35 million contingent considerations,
about EUR30 million of other debt, and EUR3 million of
pension-related liabilities. Our definition of debt includes the
EUR125 million noncash paying vendor loan (circa EUR130 million,
including accrued interests) resulting from the acquisition of the
Kerry Sweet Portfolio, maturing in 2026, which the company has the
option to extend. The deleveraging path is constrained by a highly
levered capital structure. We project S&P Global Ratings-adjusted
debt-to-EBITDA ratio of about 10.5x, before decreasing to circa
7.5x in 2025. We expect FFO cash interest coverage will stand at
about 1.0x-1.5x in 2024, but improve to about 2.0x in 2025."

S&P said, "We project positive FOCF in 2025, because we expect
expansion and IT capital expenditures (capex) will decrease
substantially. Under our base case, Irca will generate positive S&P
Global Ratings-adjusted FOCF of EUR30 million-EUR40 million in
2025, compared to negative EUR80 million-EUR70 million (adjusted
for factoring utilization) anticipated for 2024. Over 2022-2024,
Irca has cumulatively invested EUR75 million to increase its
capabilities and expand its capacity. We note the group has added
new production lines for chocolate and chocolate decoration
production across Europe and in the U.S. Notably, in the U.S there
is a structural undersupply of chocolate, and Irca could not
historically satisfy the demand with sole reliance of its lines in
Europe. Additionally, the group has invested in its pistachio
production capacity, to meet increasing demand. In 2024, capex will
remain elevated at EUR50 million-EUR55 million, given the company
had to invest around EUR12 million in IT capex for the
implementation of a new unified ERP system (integrating the
additional plants acquired from Kerry), on top of expansionary
capex. However, we see a deceleration trend in 2025, with capex
declining toward EUR15 million-EUR20 million.

"Our base case includes EUR20 million-EUR25 million deferred
payments for acquisitions in 2025, but we see limited risks for
large expansion capex and acquisitions in the short term. Our base
case for 2024-2025 includes the outflow for deferred considerations
for Kerry, Benetti, and the Domori B2B perpetual license, but we
exclude large spending for mergers and acquisitions over the two
years, because we believe the company intends to focus on the
integration of the recently acquired assets, and Irca claims it
does not have gaps in terms of product offering. From 2022 to
September 2024, the company completed the acquisition of Cesarin (a
premium brand focused on candied fruit), Anastasi (focused on the
fast-growing pistachio specialty ingredients), and Kerry Sweet and
Domori (focused on the luxury professional chocolate market).
However, we believe the group will continue to look at
opportunities in the market, given it is highly fragmented and
acquisitions could further diversify the product proposition as
well as help the group expand internationally.

"We believe pricing power and steady production ramp-up will
support Irca's profitable growth over 2024-2025. However, the
company lacks a track record of operating at a larger scale. We
anticipate the group's topline will increase by about 30% in 2024
to EUR1,150 million-EUR1,200 million, also supported by the
annualization of the acquisition of Kerry Group's sweet ingredients
division, which Irca completed in March 2023. We expect topline to
increase by 13.5%-14.0% in 2025 on the back of increasing volumes
and pricing. The organic volume growth is primarily attributable to
mid-to-high single digit percent market growth across regions, the
signing of new contracts with new distributors (notably in France
and Germany), and further penetration of Irca's product. We believe
specialty ingredients have gained greater relevance in the market.
For food manufacturers, specialty ingredients enable further
innovation and product reformulation, while in the gourmet channel
we note the greater convenience and cost efficiency they offer to
pastry chefs when compared to raw materials."

Additionally, the group benefits from high pricing power, supported
by the low incidence of Irca's ingredients on its customers' cost
base and Irca's product criticality. Notably, Irca has a flexible
contract framework, which has supported the company in mitigating
the impact of input cost volatility over the years. Contracts with
food manufacturers entail automatic pass-through clauses, while for
gourmet customers Irca regularly updates its price lists depending
on market conditions. S&P said, "We anticipate pricing power, the
topline expansion, and easing of investments in sales and marketing
expenses undertaken in 2023-2024 will expand S&P Global
Ratings-adjusted EBITDA margin to 13.5%-14.0% in 2025, up from
around 11.5% in 2024. In our view, margins will also benefit from
progressively higher utilization of the manufacturing sites to
support the volume growth. Current average saturation remains low
at 43%, with lowest utilization coming from the plants acquired
from Kerry. That said, the company has limited a track record
operating at a large scale. We still see the group having to fully
benefit from recent investments in the production lines and
salesforce because the group still needs to deliver on its volume
growth plans."

Irca's product portfolio is skewed toward confectionary and bakery
ingredients. Irca primarily competes in chocolate, chocolate
decorations, and creams, accounting for 50% of the total sales as
of September 2024. Other products include fruits and nuts (30% of
September 2024 sales), pastry and bakery solutions (8%), toppings
and inclusions (8%), and ice cream (5%). The company focuses on
product innovation to provide customers with new solutions and
formulations, allowing improved taste and convenience. On average,
half of the growth generated in the last two to three years has
been due to refreshed product offerings. In S&P's view,
relationships with leading players such as Unilever, Mars, and
Mondelez in the food manufacturing segment help anticipate changing
consumer preferences, which Irca could benefit from in the gourmet
business. As part of its growth strategy, Irca has progressively
increased the share of sales generated from healthier product
ranges, which now account for 20% of sales (up from 8% and of
year-end 2021).

Accounting for about 40% of revenues, Italy remains Irca's largest
single market, but the group is looking to diversify to Europe and
North America. The company's geographical diversification remains
affected by high exposure in Italy, where the group generated about
41% of sales as of September 2024. In the country, the group
benefits from leadership in the gourmet channel, where it retains
about 25% market share, according to management estimates. The
group has increased its international presence due to inorganic
growth (notably following the acquisition of the Kerry Group's
sweet portfolio) and additional partnerships with distributors.
However, S&P believes Irca's market share outside of Italy will
remain small in the short to medium term, despite recent growth.

S&P said, "The stable outlook reflects our view that Irca's
operating performance will likely continue improving over the next
12 months, leading to a higher EBITDA margin at around 14% in 2025,
positive FOCF generation in 2025, and improving credit metrics
compared to 2024.

"We project S&P Global Ratings-adjusted leverage will decrease to
about 7.5x in 2025 from 10.0x-10.5x expected for 2024, and that FFO
cash interest coverage will rise to around 2.0x. We see Irca
generating positive FOCF in 2025 of around EUR30 million-EUR40
million, which means it can adequately fund its operations on a
day-to-day basis.

"We think this could occur if Irca is able to substantially
increase sales volume in its key niche segments, which will help
absorb its fixed cost base, and finalize the integration of the
recently acquired assets despite the uncertainty in end markets in
confectionary and competitive pressures in certain segments.

"We could lower the rating on Irca if we see no deleveraging in
2025 versus 2024. This would likely also mean weaker FFO cash
interest coverage or negative FOCF.

"This could occur if operating performance deteriorates and the
company is unable to ramp up production, or if operational problems
lead to S&P Global Ratings-adjusted EBITDA growth in 2025 not
materializing. We would also lower the rating if there is
higher-than-expected discretionary spending through large
debt-funded acquisitions.

"We could take a positive rating action over the next 12 months if
credit metrics improve significantly versus our base-case
projections."

For example, if S&P Global Ratings-adjusted debt leverage decreases
below 7x and FFO cash interest coverage is well above 2x on a
sustained basis.

This could occur if the company's volume sales growth is much
higher than assumed with seamless execution on production ramp up
and operational efficiencies leading to EBITDA and FOCF well above
S&P's base-case projections.




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N O R W A Y
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AXACTOR ASA: S&P Lowers ICR to 'B-', Outlook Negative
-----------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on Axactor ASA
and the senior unsecured issue ratings to 'B-' from 'B'.

The negative outlook reflects the potential for a lower rating if
headwinds in collections persist, leading to decreased revenues,
further negative revaluations within its estimated remaining
collection (ERC) curves, and ultimately raising concerns about
Axactor's need to refinance debt due in 2026.

S&P said, "We downgraded Axactor after we revised downward our
revenue and EBITDA projections, leading to somewhat higher leverage
than anticipated.   Axactor's collection performance was weaker
than expected over the last three quarters, ultimately reaching a
low point of approximately 90% in Q3 2024, which is the lowest
since Q4 2021 when it was 91%, and significantly lower than the
same period last year, which was 99%. The collection decrease has
also placed constant pressure on the company's covenants this year
as EBITDA levels dropped. This occurs in a particularly difficult
environment for the cash collection industry, where households and
small- to medium-size companies continue to suffer the consequences
of a long period of high interest rates and inflation. Furthermore,
considering the persistent headwinds within the sector, Axactor
decided to recognize significant negative portfolio revaluations
during the last quarter of the year to offset the decreased
collections and adjust its ERC curve. Although these revaluations
do not have a negative cash effect, they do affect Axactor's
profitability metrics and overall performance. As a result, we
revised downward our adjusted EBITDA projections for Axactor,
leading to higher-than-expected projected leverage.

"While some of the factors affecting Axactor's collection are
industry- and macro-related, we consider the impact on the company
to be greater compared to other rated peers within the distressed
debt purchasers (DDP) industry that sustained collection levels
above 100% and stable EBITDA margins. Additionally, if we compare
Axactor's covenant situation and refinancing risk with other DDPs,
such as B2 Impact or Arrow Global, it compares less favorably."

Axactor's recent portfolio sale will relieve some pressure on its
covenants but will further hamper its future revenues.   The
company recently announced that it entered into an accretive
portfolio sale for EUR83 million, representing approximately 6% of
its total nonperforming loan (NPL) portfolio. Although the sale was
made at 102% of the book value, it still falls short of the
estimated recovery value assigned by the company at the time of
purchase. In this sense, Axactor's future revenues will be
negatively affected by the sale, leading S&P to revise its cash
EBITDA expectations downward. However, with the proceeds from the
sale, the company will be able to reduce its debt stack and relieve
some pressure from its covenants.

Despite the negative impact on Axactor's collection, adjusted
EBITDA margins have remained relatively stable.   Axactor's EBITDA
margins have been somewhat resilient despite the decrease in
collections, supported by various proactive operating expense
management initiatives, including a new IT infrastructure provider
and the renegotiation or cancellation of less profitable contracts
within the servicing segments. In this sense, S&P expects
cash-adjusted EBITDA levels to stay at about 60% and debt-to-cash
adjusted EBITDA to hover close to 5.2x-5.5x for the following 12
months.

S&P said, "We expect liquidity to remain sound for the next 12
months, but refinancing pressures loom.   Axactor has kept a stable
cash position despite challenges on the macroeconomic and industry
fronts. Its adequate management of operating expenses has been
crucial in offsetting lower collection volumes and higher interest
burdens. However, the company needs to increase its liquidity to
continue investing in accretive portfolios, keep covenants in
check, and ensure a profitable business. We do not foresee
immediate liquidity problems--there are no major maturities due in
2024-2025--but significant debt pressures are starting to appear.
In June 2026, the company's revolving credit facility (RCF)
matures, followed by a bullet maturity of approximately EUR280
million in September of the same year. We expect Axactor to
proactively manage the refinancing of the RCF and the 2026 notes at
least 12 months before they mature, and we will monitor whether its
majority shareholder provides any support. We would consider taking
another negative rating action if we saw a material increase in
refinancing risk."

The negative outlook reflects that Axactor's credit profile may
continue to deteriorate as refinancing risk increases.

S&P said, "We could lower the ratings if headwinds in collections
persist, leading to decreased revenues and further negative
revaluations within its ERC curves. This would also translate into
an increase in leverage since adjusted cash EBITDA would decrease,
causing adjusted debt to cash EBITDA levels to exceed 6x,
ultimately increasing the refinancing risk the company faces for
its 2026 maturities.

"We could revise the outlook to stable if we see sufficient
evidence of improved collections and if the company stabilizes its
revenue sources at a sustainable level slightly above its
maintenance capital expenditure levels. Any positive rating action
would also depend on Axactor's refinancing risk and its ability to
roll over upcoming debt maturities in 2026.

"ESG factors have no material influence on our credit rating
analysis of Axactor. We consider the company has well-placed
policies to mitigate potential risks that may arise in an industry
that is under constant scrutiny regarding business ethics, data
privacy, and security. However, we consider these policies are
broadly in line with other DDPs and are not a sufficiently
differentiating factor to underscore against other rated peers."




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GLOBE TRADE: Fitch Affirms 'BB+' LT IDR, Alters Outlook to Neg.
---------------------------------------------------------------
Fitch Ratings has revised Globe Trade Centre S.A.'s (GTC) Outlook
to Negative from Stable and affirmed its Long-Term Issuer Default
Rating (IDR) and senior unsecured rating at 'BB+' with a Recovery
Rating of 'RR4'. This follows GTC's announced acquisition of a
German residential-for-rent portfolio from Peach Property Group AG
(IDR: CCC+).

The Negative Outlook reflects the near-term risk that the Peach
acquisition financing will not be substantially repaid from the
sale of Peach assets, which is contingent on the volume, price, and
timing of these transactions. Fitch also sees execution risk in the
planned disposals within GTC's own portfolio, including its Ireland
investment, particularly as many of these disposals are scheduled
for 2025, ahead of GTC's heavy 2026 debt maturities, including its
June 2026 EUR500 million bond.

The Outlook may be revised to Stable if the residential portfolio
disposals and GTC's scheduled asset disposals reduce relevant
debt.

Key Rating Drivers

Acquisition Debt: Acquisition funding, which is held at GTC's
German holding company (holdco) level, includes a EUR190 million
five-year secured facility. The cost of this debt is expensive and
causes an equivalent annual shortfall of around EUR10 million
post-rental-income-derived, post-interest expense, at the German
holdco. GTC plans to repay this holdco debt with portfolio-for-sale
disposal proceeds. At GTC's propco level these assets already have
EUR185 million secured debt attached to them.

Diversifying GTC's Profile: GTC's acquisition of a EUR448 million
(value at 100%) portfolio of German residential-for-rent
properties, majority-owned by Peach, aims to diversify its core CEE
office and retail portfolio, which was valued at EUR2 billion at
end-1H24. GTC will use Peach's operating platform to manage the
assets. GTC plans to sell 2,241 units, while retaining 2,924 units
for rent. The latter allows GTC to establish a longer-term presence
in the German residential market, complementing its prospective
developments in the German elderly care sector.

GTC Level Equity-like Instrument: Part of the acquisition price
will be settled through GTC issuing a EUR42 million subordinated
instrument maturing in 2044. This instrument, which Fitch treats as
equity, will be provided to one of the acquired portfolio's
minority owners. The payment of the instrument's equivalent coupon
is conditional on GTC paying its ordinary dividend, which is a
requirement from its shareholders. Additionally, the acquired
portfolio will retain some minorities, including the typical 10.1%
German real estate transfer tax blocker.

Acquired Peach Portfolio: The existing Peach portfolio has pockets
of stubborn vacancies and rents, which reflect their secondary
locations and a lack of refurbishment and maintenance spend to help
increase rents. GTC will acquire the portfolio at an around 20%
discount to Peach's end-1H24 valuations. To repay the EUR190
million acquisition funding, GTC will need to sell the
portfolio-for-sale at a price over 50% above the purchase price,
including prepayment of any existing attached secured debt (at 40%
loan-to-value (LTV). Fitch believes that the required uplift in
value is ambitious.

Retained Portfolio: The retained portfolio plans to raise new
state-subsidised debt to refurbish its assets. This capex will
increase rent, yielding an equivalent 8% return on enhancement
spend. Execution risks are lower-than-expected tenant churn, tenant
affordability of the higher rent, letting existing voids,
availability of tradesman to undertake the proposed capex, and
timing. Including only the attached debt, the retained portfolio
would have a 40% LTV, net debt/rental-derived EBITDA around 17x,
and interest cover above 2x, which is consistent with a 'BB' rating
category for a German residential entity.

Analytical Approach in Rating GTC: Fitch has not compiled a
consolidated profile of GTC including the Peach portfolio, since
the resultant metrics would have no CEE-weighted peer with 20%
German residential-for-rent to compare. Instead, Fitch applies a
'BB+' 17x net debt/rental-derived EBITDA to the acquired Peach
portfolio and adds any 'excess debt' (above 17x net debt/EBITDA) to
GTC, then compares GTC's resultant financial profile within 'BB+'
guidelines. Adding EUR90 million debt to GTC increases GTC's net
debt/EBITDA by 0.9x.

Resultant GTC Metrics: Assuming delayed residential disposals,
Fitch transferred the German holdco's post-interest expense
shortfall to GTC's profile, deducting these amounts from its
EBITDA. This reduces GTC's interest cover to 2.0x in 2025 and 1.5x
in 2026 from 3.1x in 2024, while increasing net debt/EBITDA. This
leads to a breach of GTC's 'BB+' rating sensitivities. The
calculations, together with the execution risk of not selling
assets quickly enough to repay the EUR190 million acquisition
financing, underpin the Negative Outlook.

German Residential-For-Rent: Demographics and immigration trends
point to significant demand for German residential, exacerbated by
the stalling of recent new developments, delayed permits and high
new-build construction costs (at higher cost of capital) which far
exceed the implied per square metre value of the acquired disposal
portfolio. Rents are subject to regulation, with recent CPI's
significant uplifts phased over multiple years.

GTC Portfolio Disposals: GTC's management plans to address its
EUR760 million debt maturities in 2026 with new secured funding,
refinanced bank loans, capital-market transactions and asset
disposals. The disposal plan includes the sale in 2025 of the
Kildare investment with a balance-sheet value of EUR119 million.
While these proceeds would help to reduce debt significantly, Fitch
conservatively does not include the Kildare disposal in its rating
case, as execution risk for the disposal is high.

Derivation Summary

GTC's EUR2.0 billion portfolio is similar in size to the EUR2.5
billion office-focused portfolio of Globalworth Real Estate
Investments Limited (BBB-/Stable) while NEPI Rockcastle N.V.'s
(BBB+/Stable) EUR6.9 billion retail-focused portfolio is over three
times larger. Only GTC's portfolio benefits from meaningful asset
class diversification with offices (65% of market value) and retail
(35%), as underscored in GTC's looser leverage rating
sensitivities. The Peach portfolio now adds German
residential-for-rent properties.

Peer assets are all in central and eastern Europe (CEE). Most of
(38% by market value) GTC's income-producing assets are in Poland
(A-/Stable), 6% in Croatia (A-/Stable) with the remainder in four
countries rated in the 'BBB' rating category or below. This results
in an average country risk exposure similar to that of NEPI, which
is present in eight countries, with around 40% of assets located in
countries rated 'A-' or above. Globalworth's average country risk
is similar but its assets are almost equally split between Poland
and Romania (BBB-/Stable).

Fitch expects GTC's net debt/EBITDA to remain higher than peers',
although, prior to the Peach acquisition, Fitch had forecast it to
decrease to 9.8x in 2027 from 11.3x in 2024. This compares with
Globalworth's leverage at around 8.5x. NEPI's financial profile is
stronger than GTC's and Globalworth's.

Although not all CEE peers quote directly comparable net initial
yield data (which measures annualised net rents/investment property
asset values), Fitch believes that GTC's portfolio quality is
broadly similar to that of Globalworth and NEPI.

Key Assumptions

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

Assumptions for the Acquired Peach Portfolio:

- Like-for-like year-on-year rent increase at 3%, consistent with
Peach's historical performance and the regulated Mietspiegel and
Kappungsgrenze's rent frameworks. Rental yield at 8% of capex for
the retained portfolio

- Initial operating expenditure including void costs is 30% of
gross rental income, improving in 2025 as voids decrease and rent
increases more than increases in operating expenditure

- Interest expense as per existing inherited secured loans, the
EUR190 million acquisition funding, and the coupon on the GTC-level
subordinated funding, is paid in cash, plus interest on additional
debt funding for the retained portfolio's tenant improvement capex

- On disposals, propco-level attached debt is repaid at 40% LTV

Assumptions for the GTC Profile:

- Rental income is modelled on an annualised rent basis

- Rental income to fluctuate, due to timing of disposals and
completed developments. On a like-for-like basis, the average rent
increase of 1% per year is due to CPI indexation of leases and a
gradual improvement in occupancy levels, which is partly offset by
some rent decreases on lease renewals

- Total committed and uncommitted capex of about EUR460 million
during 2024-2027

- Cash dividend payment of around EUR30 million per year during
2024-2026, decreasing to EUR25 million in 2027. In 2026 and 2027
the cash dividend payment includes the coupon on GTC's
'equity-like' instrument

- Over EUR530 million of cash proceeds related to income-producing
asset disposals in 2024-2027. Fitch forecast does not include
proceeds from sale of Kildare Innovation Campus in Ireland

- GTC's EUR500 million 2.25% coupon June 2026 bond is refinanced by
end-2025 for EUR350 million at a Fitch-assumed 6.5% coupon

RATING SENSITIVITIES

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

- Net debt/EBITDA above 10.5x

- EBITDA net interest coverage below 1.5x

- LTV above 55%

- Operating metrics deterioration including occupancy below 90%,
weighted average lease term (including tenants' earliest breaks)
below three years and like-for-like rental decline

- Unencumbered assets/unsecured debt below 1.25x

- Twelve-month liquidity score below 1.0x

- For notching down senior unsecured rating: unencumbered property
assets/unsecured debt below 1.0x

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

- Net debt/EBITDA below 9.5x

- EBITDA net interest coverage above 1.7x

- Weighted average debt tenor above five years

- Unencumbered assets/unsecured debt trending towards 1.75x with no
adverse selection

- An improved operating profile with longer WALT, like-for-like
rental growth and a group occupancy rate above 90%

- Proportional increased exposure to higher-rated countries in the
portfolio, either through expansion or country rating upgrades

Liquidity and Debt Structure

At end-1H24, GTC's liquidity sources including cash in the escrow
account designated for possible bond buybacks, totaled around
EUR148 million (pro-forma for post-end-1H24 completed disposals and
a new secured loan). This almost covers EUR153 million of debt
maturing in the next 12 months, including a loan of around EUR100
million maturing at end-1Q25, secured by Galeria Jurajska shopping
centre. Fitch understands from management that GTC has agreed
financing terms with its banks for the Galeria Jurajska loan
extension. Planned disposal receipts will also enhance the group's
liquidity.

The EUR190 million acquisition loan will be secured by a pledge on
four assets from GTC's CEE portfolio, although three of them are
already pledged to prior-ranking debt. GTC's Kildare Ireland
investment will also be pledged. GTC's unencumbered investment
property assets/unsecured debt was 1.1x end-1H24. Pro-forma for
these additional pledges to the acquisition loan, GTC's end-1H24
metric reduces to 0.94x. If the ratio deteriorates, Fitch may
downgrade GTC's senior unsecured rating.

Issuer Profile

GTC is a property investment company that holds and develops office
and retail properties in Poland and capital cities in the CEE
region including Budapest, Bucharest, Belgrade, Zagreb and Sofia.

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
   -----------                  ------         --------   -----
Globe Trade Centre S.A.   LT IDR BB+  Affirmed            BB+

   senior unsecured       LT     BB+  Affirmed   RR4      BB+

GTC Aurora
Luxembourg S.A.

   senior unsecured       LT     BB+  Affirmed   RR4      BB+



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S W E D E N
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INTRUM AB: Swedish Debt Collector Pursues U.S. Restructuring
------------------------------------------------------------
Europe's largest debt collector Intrum AB announced Nov. 15, 2024,
that after securing the required consents from its creditors to
confirm its proposed Chapter 11 reorganisation plan, Intrum has
filed a voluntary petition for reorganisation pursuant to Chapter
11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of Texas.

Sweden's Intrum will seek approval with the Bankruptcy Court in
Houston, Texas, in the U.S. of its Plan along with motions to,
among other things, continue its ordinary course operations.
Approval of the Plan is currently expected by the end of the
calendar year.

Chapter 11 is a well-established legal framework that businesses
with operations in multiple jurisdictions can use to implement
recapitalisation transactions.

During the Chapter 11 case, and any other relevant implementation
phase of the Recapitalisation Transaction, the Group intends to
continue to operate as normal with no disruption of service with
maximum focus on delivering the best services to its clients.

Furthermore, Intrum has sufficient liquidity to support the Group's
continued operations and execute on its business plan throughout
the Chapter 11 case and the Swedish company reorganisation
processes.  The Group expects to continue to pay its financial
obligations in the ordinary course of business, without
interruption. The Group will remain in possession and control of
its assets, retain its existing management team and board of
directors, and maintain its ordinary operations in all other
material respects.

Andres Rubio, President and Chief Executive Officer of Intrum, said
in a Nov. 15 statement, "With support from the overwhelming
majority of our key stakeholders, we are making significant
progress towards the implementation of our recapitalisation
transaction. This pre-packaged, court-supervised Chapter 11 process
is a positive step for our company and will position Intrum -- and
all of our stakeholders -- for future success."

Solicitation for Intrum's Plan was launched on 17 October 2024
(Central Time) and the voting deadline expired on 13 November 2024.
Of those that voted on the Plan, 100% (by value) of the Group's RCF
lenders and 82% (by value) of the Group's Noteholders have voted in
favour. The required majority for each class under a Chapter 11
plan is 66.67% in amount (of allowed claims) by class.

In addition to the Chapter 11 case, Intrum is intending to complete
a Swedish company reorganisation during Q1 2025, to ensure the
results of the Chapter 11 process are given equal effect in Sweden.
The effectiveness of the Chapter 11 Plan is conditional upon,
amongst other things, the consummation of the Swedish company
reorganisation. The Recapitalisation Transaction is expected to
become effective during Q1 2025, following the satisfaction of all
conditions precedent. In connection with the filing, Intrum has
also agreed to certain amendments to its Lock-Up Agreement,
Backstop Letter, and the Plan, which facilitate implementation of
the Recapitalisation Transaction after May 31, 2025 if there are
delays to the implementation process caused by the Swedish company
reorganisation process.

As set out in the notice to the extraordinary general meeting
announced by Intrum on November 1, 2024, the Recapitalisation
Transaction will result in the noteholders receiving 10% of the
ordinary shares in Intrum on a fully diluted basis, as a condition
to noteholders writing down 10% of their debt holdings. The share
issuance is subject to approval by the extraordinary general
meeting of shareholders.

An application has been lodged at the Stockholm District Court
purporting that the amendments of the general terms and conditions
of the outstanding note loans maturing on (a) July 3, 2025 with
loan number 115 (ISIN: SE0013105533), (b) September 12, 2025 with
loan number 111 (ISIN: SE0013104080) and (c) September 9, 2026 with
loan number 113 (ISIN: SE0013360435) (the "MTN Notes") resolved by
the noteholders' meetings, as announced by Intrum on November 15,
2024, are void.

Intrum rejects any assertions that the amendments of the general
terms and conditions of the MTN Notes are void and will take all
measures to protects its interest and those of its stakeholders.
Intrum is confident it has sufficient support to implement the
Recapitalisation Transaction.

Further details of the Chapter 11 case can be found at the
following Website: https://cases.ra.kroll.com/IntrumAB

The Chapter 11 case relates to, amongst other debt instruments, the
senior unsecured notes and MTNs due from 2025–2028 with the
following identifiers: XS2211136168 / XS2211137059; XS2034925375 /
XS2034928122; XS2052216111 / XS2052216202; XS2566292160 /
XS2566291865; SE0013105533; SE0013105525; SE0013104080;
SE0013360435; XS2093168115.

                        About Intrum

Intrum AB is a provider of credit management services with a
presence in 20 markets in Europe. By helping companies to get paid
and supporting people with their late payments, Intrum leads the
way to a sound economy and plays a critical role in society at
large.  Intrum has circa 10,000 dedicated professionals who serve
around 80,000 companies across Europe. In 2023, income amounted to
SEK 20.0 billion.  Intrum is headquartered in Stockholm, Sweden and
publicly listed on the Nasdaq Stockholm exchange.  On the Web:
http://www.intrum.com/

On November 15, 2024, Intrum AB and U.S. affiliate Intrum AB of
Texas LLC each filed a voluntary petition for the relief under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the Southern District of Texas (Bankr.
S.D. Tex. Lead Case No. 24-90575) to seek confirmation of their
Prepackaged Reorganization Plan.

The cases are pending before the Honorable Christopher M. Lopez.

Milbank LLP and Porter Hedges LLP are serving as counsel in the
U.S. restructuring.  Houlihan Lokey is the advisor to Intrum.
Kroll Issuer Services Limited is the information agent.  Kroll
Restructuring Administration is the claims agent.  Brunswick Group
is also serving as advisers to Intrum.

Latham & Watkins LLP and Latham & Watkins (London) LLP, and
Advokatfirmaet Schjodt AS, are advising a group of bondholders
holding widely across Intrum AB's notes issuances (the "Notes Ad
Hoc Group").  PJT Partners (UK) Limited is financial advisor to the
noteholder ad hoc group.

Weil Gotshal & Manges LLP is representing a group of short-dated
bondholders holding primarily 2024- and 2025-maturing notes
("Minority Ad Hoc Group").

Ropes & Gray LLP is representing another minority group of
bondholders.

Clifford Chance US LLP is counsel to the group that collectively
holds approximately 76% of the total commitments under the RCF (the
"RCF Steerco Group").




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T U R K E Y
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FIBABANKA ANONIM: Fitch Affirms 'B' LongTerm IDR, Outlook Positive
------------------------------------------------------------------
Fitch Ratings has affirmed Fibabanka Anonim Sirketi's (Fiba)
Long-Term Foreign-Currency (FC) and Long-Term Local-Currency (LC)
Issuer Default Ratings (IDRs) at 'B'. The Outlooks are Positive.
Fitch has also affirmed the bank's Viability Rating (VR) at 'b'.

Fitch has upgraded Fiba's National Long-Term Rating to 'A-(tur)'
from 'BBB(tur)', reflecting a strengthening in its creditworthiness
relative to other Turkish issuers in LC, following sustained
improvements in the bank's underlying profitability and asset
quality amid an improving operating environment. The Positive
Outlook reflects that on the bank's LTLC IDR.

Key Rating Drivers

VR Drives Ratings: Fiba's Long-Term IDRs are driven by its
standalone creditworthiness, as reflected in its VR. The VR
considers the concentration of its operations in the improving
albeit still-challenging Turkish market, where it has a limited
franchise, albeit supported by the expansion of digital banking
operations, adequate capitalisation, above sector earnings
performance and adequate funding profile. The VR also considers the
bank's relatively high share of unsecured retail lending in a high
interest rate and weaker growth environment. The bank's 'B'
Short-Term IDRs are the only possible option mapping to LT IDRs in
the 'B' rating category.

Fitch does not apply a one-notch uplift to the bank's Long-Term
IDRs from the VR, according to its criteria. This reflects its view
that the bank's qualifying junior debt buffer (QJD) (13% of
risk-weighted assets, RWAs, at end-9M24) is unlikely to be
maintained sustainably above 10% of RWA, a level sufficient to
protect senior obligations in case of default. This partly reflects
RWA volatility.

Improving but Challenging Operating Environment: Fiba's operations
are concentrated in the improving but challenging Turkish operating
environment. The normalisation of monetary policy has reduced
near-term macro-financial stability risks and external financing
pressures but banks remain exposed to high inflation, potential
further lira depreciation, slowing economic growth, and multiple
macroprudential regulations, despite simplification efforts.

Digital-Oriented; Small Franchise: Fiba has a small franchise
(end-9M24: 0.5% of sector assets) and limited pricing power.
Nevertheless, through its digital banking channels and, notably,
its partnerships with well-known retailers across Turkiye, where it
provides instant loans via its application-based channel, the bank
has reached 6.6 million customers and a 1% market share in personal
finance lending, reflecting the success of its digital banking
channels.

Exposure to Unsecured Retail Lending: Fiba has been growing in line
with the sector average although the bank's FC loans only grew
slightly in 9M24, unlike the sector. FC loans (18% of gross loans)
were significantly below the sector average (37%) at end-9M24. The
non-retail loan book is concentrated in the wholesale and retail
trade sector (end-9M24: 22% of business loans), but these are
diversified by sub-sectors while exposure to construction (8%) is
fairly high but mainly to contracting companies. A high share of
unsecured retail loans (23% of gross loans) creates credit risks
amid rising rates and slower GDP growth, although the loans are
granular, fixed-rate and in lira.

Asset Quality Risks: The continued improvement of Fiba's Stage 3
loans ratio (end-9M24: 1.2%; sector average: 1.7%) reflects
collections, nominal loan growth in the high-inflation environment
and non-performing loan (NPL) sales. NPLs were 71% covered by
specific reserves. Stage 2 loans comprised 8.9% of loans (about
half restructured, 7% average reserve coverage). Exposure to risky
segments and unsecured retail lending mean that credit risks remain
and Fitch expects the NPL ratio to rise to about 2% by end-2025.

Above Sector Average Profitability: Fiba's operating profitability
remained high in 9M24 (7.5% of RWAs), boosted by net interest
income growth in addition to significant trading gains and fee
income growth. Fitch expects Fiba's operating profit to be around
5% of RWAs (excluding the inflation accounting impact) in 2025,
given slower GDP growth and a moderate increase in loan impairment
charges.

Improved Capitalisation and AT1 Issuance: Fiba's common equity Tier
1 (CET1) ratio strengthened to 13.8% at end-9M24 (13.3% excluding
forbearance), reflecting relative lira stability, still-strong
internal capital generation and the revised risk weighting on
retail loans. The total capital ratio (end-9M24: 20.2%, or 19.4%
excluding forbearance) includes about USD200 million subordinated
debt (maturity in 2027), which provides a hedge against lira
depreciation. Fiba issued USD150 million AT1 notes in October (5.5%
of end-9M24 RWAs), supporting total capital and boosting QJD
buffers.

Capitalisation is supported by high pre-impairment operating profit
(end-9M24: 14% of gross loans, annualised), full total reserve
coverage of NPLs and free provisions (1.4% of RWA), but is
sensitive to the macro outlook, lira depreciation and asset-quality
weakening. Fitch expects Fiba's CET1 ratio to remain around 13% in
2025.

Adequate FX Liquidity: Fiba is largely funded by customer deposits
(end-9M24: 77% of total funding; loans/deposits ratio of 85%), 27%
of which were in FC, below the sector average of 37%, and a limited
6% in FX-protected deposits. The share of FC wholesale funding (19%
of total funding) is high but mainly composed of FC repo. Fitch
expects Fiba's loans/deposits ratio to get close to 90% levels at
end-2025.

FC liquidity, largely comprising FX swaps with foreign
counterparties and cash, as well as placements at foreign banks,
and unencumbered government securities was sufficient to cover
short-term debt (excluding repo) for up to one year at end-9M24.

Rating Sensitivities

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

Fiba's Long-Term IDRs are mainly sensitive to a downgrade of its
VR.

The VR is sensitive to a weakening in the operating environment,
although this is not its base case. An erosion in the bank's
capitalisation buffers, likely driven by worse-than-expected asset
quality deterioration or a sharp increase in risk appetite, or
pressure on profitability and FC liquidity could also lead to a
downgrade of the VR.

The Short-Term IDRs are sensitive to a multi-notch downgrade of its
IDRs.

Fiba's National Long-Term Rating is sensitive to a negative change
in the entity's creditworthiness relative to other rated Turkish
issuers in LC.

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

An upgrade of the bank's ratings would require an upward revision
of its assessment of the operating environment for Turkish banks,
while Fiba maintained overall stable risk and financial profiles.

A clear and sustainable record of the bank maintaining a QJD buffer
at above 10% of its RWA could also generate upside potential for
the bank's Long-term IDRs and National Long-Term Rating.

The Short-Term IDRs are sensitive to positive changes in its IDRs.

The National Long-Term Rating is sensitive to a positive change in
Fiba's creditworthiness in LC relative to other rated Turkish
issuers.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Fiba's subordinated notes' rating is notched down twice from its
VR, anchor rating, for loss severity, reflecting its expectation of
poor recoveries in case of default. The Recovery Rating of these
notes is 'RR6'.

The AT1 notes are rated three notches below Fiba's VR, comprising
two notches for loss severity given the notes' deep subordination,
and one notch for incremental non-performance risk given their full
discretionary, non-cumulative coupons. In accordance with its
criteria, Fitch has applied three notches from Fiba's VR, instead
of the baseline four notches, as Fiba's VR is below the 'BB-'
threshold.

The bank's 'no support' Government Support Rating (GSR) reflects
Fitch's view that support from the Turkish authorities cannot be
relied upon, given the bank's small size and limited systemic
importance. In addition, support from Fiba's shareholders, while
possible, cannot be relied upon.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

Fiba's subordinated debt rating is sensitive to any change in its
VR, anchor rating. It is also sensitive to the maintenance of a QJD
buffer sustainably above 10% of RWAs, which would likely result in
a narrowing of the notching to one notch from the VR reflecting
reduced loss severity.

Fiba's AT1 notes rating is primarily sensitive to a change in its
VR anchor rating. The notes' rating is also sensitive to an
unfavourable revision in Fitch's assessment of incremental
non-performance risk.

An upgrade of Fiba's 'ns' GSR is unlikely given its limited
systemic importance.

VR ADJUSTMENTS

The operating environment score of 'b+' for Turkish banks is lower
than the category implied score of 'bb', due to the following
adjustment reasons: macroeconomic stability (negative). The latter
adjustment reflects heightened market volatility, high
dollarisation and high risk of FX movements in Turkiye.

ESG Considerations

The ESG Relevance Score for Management Strategy of '4' reflects an
increased regulatory burden on all Turkish banks. Management
ability across the sector to determine their own strategy and price
risk is constrained by regulatory burden and also by the
operational challenges of implementing regulations at the bank
level. This has a moderately negative impact on the banks' credit
profiles and is relevant to the banks' ratings in combination 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
   -----------                     ------      --------  -----
Fibabanka Anonim
Sirketi           LT IDR             B  Affirmed         B
                  ST IDR             B  Affirmed         B
                  LC LT IDR          B  Affirmed         B
                  LC ST IDR          B  Affirmed         B
                  Natl LT        A-(tur)Upgrade          BBB(tur)
                  Viability          b  Affirmed         b
                  Government Support ns Affirmed         ns

   Subordinated   LT               CCC+ Affirmed   RR6   CCC+

   subordinated   LT                CCC Affirmed         CCC



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

BELLIS FINCO: Fitch Affirms 'B+' LongTerm IDR, Outlook Now Stable
-----------------------------------------------------------------
Fitch Ratings has revised the Outlook on Bellis Finco plc's (ASDA)
Long-Term Issuer Default Rating (IDR) to Stable from Positive and
affirmed the IDR at 'B+'.

The revision of the Outlook reflects Fitch's expectation that the
pace of ASDA's profit growth, previously supporting a deleveraging
towards metrics consistent with an upgrade, will now take longer.
This follows a loss of market share and decline in like-for-like
(LFL) revenues which heighten execution risk in a competitive
food-retail environment and require to invest more resources, thus
affecting profits, to regain customers and market share, while
continuing to integrate acquired businesses and deliver synergies.

The rating continues to capture ASDA's scale and positive free cash
flow (FCF) generation, which would allow deleveraging if the
company allocated its large cash balances to debt reduction.

Key Rating Drivers

Revised Forecast: Fitch has revised its 2024 EBITDA forecast down
by GBP185 million to GBP1,056 million. This follows loss of market
share, negative LFL sales over the last two reported quarters in
2024. ASDA is investing in staff hours to address product
availability and customer experience issues, which Fitch estimates
has meant additional costs, while aiming to recover sales volumes.

Profit Growth Execution Risk: Its forecast continues to capture
EBITDA growth of about GBP100 million per year from 2024 onwards.
Achieving this will involve execution risk due to the competitive
UK food retail market and cost pressures, particularly considering
the upcoming GBP100 million impact from changes in the National
Insurance threshold and national living wage, effective from April
2025. However, Fitch expects these losses will be somewhat
mitigated by the company's cost-saving initiatives and synergies.

Profit Growth to Continue: Fitch expects the key profit growth
drivers will be a return to positive LFL sales, scope for improved
gross margins in ASDA's legacy business, operational savings to
help offset cost pressures and management's planned synergies. The
company has also announced a reduction in head office staff, which
should generate savings.

Leverage Adequate for Rating: Fitch anticipates EBITDAR gross
leverage to remain between 5.0x-6.0x over 2024-2026, rather than
reducing below 5.0x by 2025. This revised trajectory is
commensurate with the current rating, but makes an upgrade unlikely
over 2024-2025, so Fitch have revised the Outlook to Stable.

Positive FCF; Improving from 2025: Fitch expects strong positive
FCF generation of around GBP300 million per year between 2025-2027,
supported by continued positive working capital inflows. FCF
remains suppressed in 2024 due to costs associated with IT system
separation from Walmart (Project Future). Fitch includes these at
around GBP300 million (including capex) in 2024.The cost of large
store transition to new systems has been postponed to early 2025
and Fitch expects it to be covered with capex funds. Fitch expects
stronger cash generation supported by working capital initiatives
to be partly absorbed by higher interest costs, taxes and capex,
with the FCF margin recovering to slightly above 1% from 2025.

Deleveraging Potential: ASDA has the potential to deleverage due to
its cash-generation capacity, but there is uncertainty regarding
the timing of near-term debt repayment from cash given lack of a
forward-looking leverage target. Fitch expects deleveraging to come
from more gradual EBITDA growth, which has however slowed down.
During 2024 the company already repaid some debt and will have no
restrictions on prepayment of its second-lien notes or private
placement from mid-2025.

Well-spread Debt Maturity Profile: ASDA's nearest debt maturity is
GBP300 million notes maturing in February 2026. This is out of
GBP4,500 million overall financial debt, excluding the Walmart,
Inc. (AA/Stable) instrument and ground rent debt (GBP400 million).
The remaining senior secured debt is due between 2028 and 2031,
after the second-lien debt (GBP500 million 4% notes) due in
February 2027. The upsized GBP792 million revolving credit facility
(RCF) due in October 2028 benefits from springing maturity ahead of
the second-lien notes if more than GBP350 million is still
outstanding in October 2026.

Potential 2027 Refinancing: ASDA could repay the second-lien debt
with cash, but in its view, its material size means the 2028
Walmart instrument may imply the need to refinance the whole
capital structure in 2027. Fitch treats the original GBP500 million
Walmart payment-in-kind (PIK) instrument as debt because its
maturity is before senior secured debt. Walmart accrues PIK
interest and under the documentation must pay at least GBP900
million, or an estimated 10% of equity value on maturity unless
ASDA is subject to an IPO beforehand, whereby Walmart would receive
up to 10% of diluted equity.

Larger Business Scale: ASDA is larger and more diversified
following its recent acquisitions. Fitch forecasts 2025 EBITDAR
around GBP1.5 billion, which maps to a 'bbb' category score for
scale under its Food Retail Navigator.

Resilient Food Retail Demand: ASDA has a strong business model in a
resilient but competitive UK food retail sector. It has a good
brand and it is focused on value and investments in price. ASDA
holds the number-two position in online grocery sales in the UK,
accounting for around 17% of its food and clothing sales in 2023.

Derivation Summary

Fitch rates ASDA using its global Food Retail Navigator. The
acquisition of EG Group's UK operations increased ASDA's scale,
broadened its diversification and improved its market position,
although it is still weaker than that of other large food retailers
in Europe, such as Tesco PLC (BBB-/Stable) and Ahold Delhaize NV.

Fitch views some broad comparability between ASDA's and Market
Holdco 3 Limited's (Morrisons; B/Positive) businesses and
competitive environment with operations focussed in the UK, but the
EG business acquisition enhanced ASDA's scale and increased its
diversification compared with Morrisons giving ASDA a comparably
stronger business profile. However, ASDA has experienced a LFL
sales decline in a very competitive UK grocery market, while
Morrisons has been able to protect its market share over the last
12 months.

Morrisons has stronger vertical integration, which supports
profitability, and a slightly higher portion of freehold assets. A
growing convenience channel presents execution risk for both
companies. ASDA benefits from a stronger online market share than
Morrisons.

Fitch expects around a 0.5x lower EBITDAR leverage for ASDA against
Morrisons by 2026, both ranging between 5x-6x. This is meaningfully
higher than Tesco's (around 3.5x, excluding Tesco Bank), while more
comparable with its projection for smaller-scale WD FF Limited's
(B/Stable) leverage at around 6.0x at end-March 2027.

Key Assumptions

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

- Recovery to positive LFL non-fuel sales growth in 2025. Low
single digits sales growth for non-fuel revenues in 2025-2027

- EBITDA margin to improve to 4.0% in 2024 from 3.7% in 2023,
trending to 5% by 2027 as volumes recover, cost-savings initiatives
help offset cost pressures, while delivering synergies

- Capex at GBP350 million in 2024, followed by an average GBP560
million per year in 2025-2027

- Annual working capital cash inflow of GBP40 million in 2024,
followed by GBP150 million in 2025 and GBP100 million per year in
2026-2027; mainly driven by payable days improvement and returning
to LFL sales growth

- Exceptional cash costs of around GBP300 million in 2024, the
majority of which relate to Project Future; GBP80 million in 2025
and GBP30 million per year in 2026-2027

- No dividends or major M&A activity over the next four years.

Recovery Analysis

Fitch's Key Recovery Rating Assumptions:

Under its bespoke recovery analysis, higher recoveries would be
realised through reorganisation as a going-concern in bankruptcy
rather than liquidation. Fitch has assumed a 10% administrative
claim.

The going-concern EBITDA estimate of GBP825 million reflects
Fitch's view of a sustainable, post-reorganisation EBITDA, on which
Fitch bases the enterprise valuation (EV). The assumption also
reflects corrective measures taken in the reorganisation to offset
the adverse conditions that trigger its default, such as
cost-cutting efforts or a material business repositioning. Fitch
applies an EV multiple of 6.0x to the going-concern EBITDA to
calculate a post-reorganisation EV. This multiple is aligned with
Morrisons.

ASDA's GBP792.7 million RCF is assumed to be fully drawn on
default. The RCF ranks equally with the company's GBP4 billion
senior secured debt, comprising term loans, senior secured notes
and private placement. However, Fitch has treated as super senior
ASDA's ground rent of GBP400 million, which is secured by specific
fixed assets and unavailable to cash-flow backed lenders in debt
recovery.

Its waterfall analysis generated a ranked recovery for the senior
secured notes, term loans, RCF and private placement facility in
the 'RR2' band, indicating a 'BB' instrument rating, two notches
higher than the IDR. The waterfall analysis output percentage on
current metrics and assumptions is 81% (previously 85% for the
senior secured). The senior second-lien debt (GBP500million) is
rated in the 'RR6' band with an instrument rating of 'B-', two
notches below the IDR with a zero-output percentage. The Walmart
instrument is subordinated and therefore does not affect the senior
secured instrument recoveries.

RATING SENSITIVITIES

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

- LFL sales decline exceeding other big competitors, inability to
grow profits, failure to integrate and generate synergies from
acquired businesses, and Project Future cost overruns leading to
low-to-neutral FCF, and reduced deleveraging capacity

- EBITDAR gross leverage above 6.0x on a sustained basis

- EBITDAR fixed charge coverage below 1.7x on a sustained basis

- Failure to address upcoming debt maturities 12-15 months in
advance

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

- Continued LFL sales growth along with improvement in gross
margin, successful integration of acquired businesses and delivery
of synergies, plus cost savings to offset operational cost
inflation, leading to growth in EBITDAR and FCF (over 1% of sales)

- EBITDAR gross leverage below 5.0x on a sustained basis

- EBITDAR fixed charge coverage above 2.0x on a sustained basis

Liquidity and Debt Structure

Liquidity is adequate, with a forecast of around GBP0.5 billion
cash on balance sheet (after GBP190 million adjustment for
working-capital seasonality by Fitch) and an undrawn RCF of GBP0.8
billion at end-2024.

Fitch projects ASDA's cash balances to increase up to 2027 due to
positive FCF generation, particularly after one-off costs of
Project Future end in 2024. This would leave ASDA with deleveraging
capacity, but actioning will depend on the company's capital
allocation decisions.

ASDA's debt maturity profile is well spread, with near-term debt
maturities comprising GBP300 million senior secured notes (mainly
due February 2026), GBP500 million second-lien debt (due 2027),
followed by a GBP166 million term loan A due in 2028 and the
majority of debt being GBP2,850 million due between 2030 and 2031.
The RCF benefits from springing maturity ahead of the second-lien
notes if more than GBP350 million is still outstanding in October
2026.

Issuer Profile

ASDA is the third-largest supermarket chain in the UK, with around
12.5% market share in Great Britain. It employs around 145,000
people, operates around 1,200 total stores as of January 2024 vs
623 in 2020.

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

Bellis Finco plc has an ESG Relevance Score of '4' for Group
Structure due to the complexity of the group structure with a
number of related-party transactions. This has a negative impact on
the credit profile, and is relevant to the rating[s] 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
   -----------              ------        --------   -----
Bellis Finco plc      LT IDR B+  Affirmed            B+

   Senior Secured
   2nd Lien           LT     B-  Affirmed   RR6      B-

Bellis Acquisition
Company Plc

   senior secured     LT     BB  Affirmed   RR2      BB

CROSSWORD CONSULTING: Quantuma Advisory Named as Administrators
---------------------------------------------------------------
Crossword Consulting Limited was placed into administration
proceedings in the High Court of Justice Business & Property Courts
of England & Wales, Court Number: CR-2024-006808, and Simon
Campbell and Andrew Watling of Quantuma Advisory Limited, were
appointed as administrators on Nov. 18, 2024.  
       
Crossword Consulting specializes in information technology
services.
       
Its registered office is at 6th Floor, 60 Gracechurch Street,
London, EC3V 0HR changing to C/o Quantuma Advisory Limited, Office
D, Beresford House, Town Quay, Southampton SO14 2AQ.  Its principal
trading address is at 6th Floor, 60 Gracechurch Street, London,
EC3V 0HR.
       
The administrators can be reached at:
       
                    Simon Campbell
                    Andrew Watling
                    Quantuma Advisory Limited
                    Office D, Beresford House
                    Town Quay, Southampton
                    SO14 2AQ
       
Further Details Contact:
       
                    Kevin Beech
                    Email: Kevin.Beech@quantuma.com
                    Tel No: 02382 356 938

ELLESMERE PORT: Opus Restructuring Named as Administrators
----------------------------------------------------------
Ellesmere Port Insulation (U.K.) Ltd. was placed into
administration proceedings in the High Court of Justice Manchester
District Registry, Business and Property Courts, Court Number:
CR-2024-001425, and Ian McCulloch and Lisa Ion of Opus
Restructuring LLP, were appointed as administrators on Nov. 15,
2024.  
       
Ellesmere Port is an insulation contractor in England.
       
Its registered office and principal trading address is at Unit
16-18 Telford Road, Ellesmere Port, South Wirral, CH65 5EU.
       
The administrators can be reached at:
       
                    Ian McCulloch
                    Lisa Ion
                    Opus Restructuring LLP
                    Mount Suite, Rational House
                    32 Winckley Square, Preston
                    Lancashire, PR1 3JJ
       
For further details, contact:
                  
                    Sam Knight
                    E-mail: sam.knight@opusllp.com
                    Tel No: 01908 087 226

GALAXY FINCO: S&P Affirms 'B' ICR on Refinancing, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit ratings
on Galaxy Finco Ltd. (Domestic & General), a holding company of
U.K.-based warranty services provider Domestic & General (D&G), and
its financing subsidiary Galaxy Bidco Ltd. S&P also assigned its
'B' issue rating and '3' recovery rating to the proposed GBP450
million equivalent senior secured euro-denominated term loan.

S&P said, "The stable outlook reflects our view that D&G's credit
metrics headroom will continue to improve due to solid organic
growth, an improved EBITDA margin, and our expectation of gradual
deleveraging and improving cash flow from fiscal 2025. The stable
outlook incorporates our view that D&G's significant transition and
expansion costs are over. While the increasingly uncertain
macroeconomic environment may affect new subscription growth more
than we currently forecast, we think that earnings will remain
underpinned by solid renewal volumes, benefit from recent
investments, and headroom in credit metrics will increase.

"The affirmation reflects our view that D&G's solid business
fundamentals will support sustainable deleveraging.   D&G's
subscription business model, broad partnership network, and good
cost discipline underpin its business and financial strength.
Across the three geographies, we expect that the consistently
strong customer retention rates (86%) and higher subscription
revenue contribution (87%) will support D&G's revenue visibility
over the medium term. In the U.K. and Europe, we anticipate
contract renewals and new customer origination will help deepen the
market penetration and strengthen the subscription customer base.
We expect that D&G will replicate its subscription strategy within
the large addressable U.S. market and expand its coverage among a
growing pool of U.S. households. Building on its subscription
business model globally through exclusive, long-term partnerships
with original equipment manufacturers (OEMs), we see D&G as
well-positioned to capitalize on recurring earnings and drive
profitable growth. Coupled with our expectation of stable margins
at 12%-13%, we think that the strong organic growth and improving
earnings quality will support sustainable deleveraging and help
keep its credit metrics within the tolerances for the 'B' rating.

"We view the proposed refinancing as marginally credit positive.
However, our rating on D&G remains constrained by its negative FOCF
generation until fiscal 2025.  As part of this refinancing, D&G
will use the net proceeds from the new senior secured term debt
(GBP800 million equivalent less transaction fees of GBP20 million)
to repay its existing senior secured notes due 2026 (GBP405 million
and EUR200 million), senior unsecured notes due 2027 (GBP150
million), and outstanding super senior revolver drawings (GBP44
million). In our view, the proposed refinancing is marginally
credit positive, as this will simplify D&G's capital structure and
extend debt maturity to 2029 from 2026. There will be limited
incremental debt added to the capital structure and we forecast a
minimal effect on our adjusted leverage ratio, which we see as
trending toward 6.0x in fiscal 2025-2026. We note D&G is
refinancing some of its existing fixed-rate notes with a
floating-rate term loan. Despite this, we estimate its funds from
operations (FFO) cash interest coverage ratio will remain at about
2.0x or above in fiscal 2025-2026, subject to future interest rate
movements and hedging arrangements. Nevertheless, the current
rating remains constrained by negative FOCF until fiscal 2025, due
to the upfront U.S. cash outflow for securing new business growth
and working capital needs for winding down exited Australian and
legacy European non-subscription businesses.

"The stable outlook reflects our view that D&G's credit metrics
headroom will continue to improve due to solid organic growth,
EBITDA margin improvement, and our expectation of gradual
deleveraging and improving cash flow from fiscal 2025. The stable
outlook incorporates our view that D&G's significant transition and
expansion costs are over. While the increasingly uncertain
macroeconomic environment may affect new subscription growth more
than we currently forecast, we think that earnings will remain
underpinned by solid renewal volumes, benefit from recent
investments, and headroom in credit metrics will increase.

"We could lower the rating if one-off costs persist, such that we
expect FOCF to remain negative beyond fiscal 2025, in the absence
of material earnings growth. Additionally, we could lower the
rating if we expect FFO cash interest coverage to be sustained
below 2.0x due to weaker operating performance.

"We think that the likelihood of an upgrade is limited at this
stage because of D&G's high leverage and tolerance of aggressive
financial policies. Nevertheless, we could raise the rating if
D&G's credit metrics improved to levels we view as sustainably
commensurate with an aggressive financial risk profile. This would
require the company to improve its FOCF, with adjusted FFO to debt
of more than 12% and its adjusted debt to EBITDA of less than 5.0x,
with a commitment from owners to maintain metrics at these
levels."




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

[*] BOOK REVIEW: THE ITT WARS
-----------------------------
THE ITT WARS: An Insider's View of Hostile Takeovers

Author: Rand Araskog
Publisher: Beard Books
Softcover: 236 pages
List Price: $34.95
http://www.beardbooks.com/beardbooks/the_itt_wars.html  

This book was originally published in 1989 when the author was
Chairman and Chief Executive Officer of ITT Corporation, a $25
billion conglomerate with more than 100,000 employees and
operations spanning the globe with an amazing array of businesses:
insurance, hotels, and industrial, automotive, and forest products.
ITT owned Sheraton Hotels, Caesars Gaming, one half of Madison
Square Garden and its cable network, and the New York
Knickerbockers basketball and the New York Rangers hockey teams.
The corporation had rebounded from its troubles of the previous two
decades.

Araskog was made CEO in 1978 to make sense of years of wild
acquisition and growth. Under Harold Greenen, successor to ITT's
founder and champion of "growth as business strategy," ITT's sales
had grown from $930 million in 1961 to $8 billion in 1970 and $22
billion in 1979. It had made more than 250 acquisitions and had
2,000 working units. (It once acquired some 20 companies in one
month.)

ITT's troubles began in 1966, when it tried to acquire ABC.
National sentiments against conglomerates became endemic; the
merger became its target and was eventually abandoned. Next came a
variety of allegations, some true, some false, all well publicized:
funding of Salvador Allende's opponents in Chile's 1970
presidential elections; influence peddling in the Nixon White
House; underwriting the 1972 Republican National Convention. ITT's
poor handling of several antitrust cases was also making
headlines.

Then came recession in 1973. ITT's stock plummeted from 60 in early
1973 to 12 in late 1974. Geneen found himself under fire and, in
Araskog's words, the "succession wars" among top ITT officers
began. Geneen was forced out in 1977, and Araskog, head of ITT's
Aerospace, Electronics, Components, and Energy Group, with more
than $1 billion in sales, won the CEO prize a year later.

Araskog inherited a debt-ridden corporation. He instituted a plan
of coherent divesting and reorganization of the company into more
manageable segments, but was cut short by one of the first hostile
bids by outside financial interests of the 1980's, by businessmen
Jay Pritzker and Philip Anschutz. This book is the insider's story
of that bid.

The ITT Wars reads like a "Who's Who" of U.S. corporations in the
1970s and 1980s. Araskog knew everyone. His writing reflects his
direct, passionate, and focused management style. He speaks of
wars, attacks, enemies within, personal loyalty, betrayal, and love
for his company and colleagues. In the book's closing sentences,
Araskog says, "We fought when the odds are against us. We won, and
ITT remains one of the most exciting companies of the twentieth
century, we hope to keep the wagon train moving into the
twenty-first century and not have to think about making a circle
again. Once is enough."

Araskog wrote a preface and postlogue for the Beard Books edition,
and provide us with ten years of perspective as well as insights
into what came next. In 1994, he orchestrated the breakup of ITT
into five publicly traded companies. Wagon circling began again in
early 1997 when Hilton Hotels made a hostile takeover offer to ITT
Corporation. Araskog eventually settled for a second-best victory,
negotiating a friendly merger with the Starwood Corporation, in
which ITT shareholders became majority owners of Starwood and
Westin Hotels, with the management of Starwood assuming management
of the merged entity.

Rand Araskog served as CEO of ITT Corporation until 1998.  He later
headed his own investment company RVA Investments.  He also served
on the Board of Directors of Cablevision and the Palm Beach Civic
Association.  Araskog was born in Fergus Falls, Minnesota, in 1931.
He died August 9, 2021, in Palm Beach, Florida.



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

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

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

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