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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

          Wednesday, March 19, 2025, Vol. 26, No. 56

                           Headlines



F R A N C E

VALLOUREC SA: Moody's Ups CFR & $820M Sr. Unsec Notes Rating to Ba1


G E R M A N Y

SCHAEFFLER AG: Moody's Assigns Ba1 CFR, Cuts Unsecured Debt to Ba1
TUI AG: S&P Raises Sr. Unsec. Debt Rating to 'BB-', Outlook Stable


I R E L A N D

CAPITAL FOUR IX: S&P Assigns B-(sf) Rating to Class F Notes
DRYDEN 56 2017: S&P Assigns B-(sf) Rating to Class F-R Notes
EIRCOM HOLDINGS: S&P Affirms 'B+' Long-Term ICR, Outlook Stable


I T A L Y

EFESTO BIDCO: S&P Assigns Final 'B-' LT ICR, Outlook Positive
YOUNI ITALY 2025-1: Fitch Assigns BB-(EXP)sf Rating to Cl. X Notes


L U X E M B O U R G

ALTISOURCE PORTFOLIO: Concise Capital, 2 Others Hold 5.6% Stake
ARVOS BIDCO: Moody's Affirms 'Caa1' CFR & Alters Outlook to Stable
INTELSAT SA: Fitch Keeps 'BB-' IDR on Rating Watch Positive


S P A I N

HBX GROUP: Moody's Assigns First Time 'Ba3' CFR, Outlook Stable
OBRASCON HUARTE: Moody's Upgrades CFR to B3, Outlook Stable
PAX MIDCO: Moody's Affirms 'B3' CFR, Outlook Remains Stable


U N I T E D   K I N G D O M

HAZEL RESIDENTIAL: S&P Puts Prelim B-(sf) Rating to RFN-Dfrd Notes
SEPLAT ENERGY: Fitch Assigns B-(EXP) Rating to New Sr. Unsec. Notes
TEI LIMITED: Teneo Financial Named as Administrators
TRAVIS PERKINS: Fitch Affirms 'BB+' Long-Term IDR, Outlook Stable

                           - - - - -


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F R A N C E
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VALLOUREC SA: Moody's Ups CFR & $820M Sr. Unsec Notes Rating to Ba1
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Moody's Ratings upgraded Vallourec S.A.'s ("Vallourec") long-term
corporate family rating to Ba1 from Ba2, its probability of default
rating to Ba1-PD from Ba2-PD and upgraded to Ba1 from Ba2 the
rating of the $820 million backed senior unsecured notes maturing
in 2032. The outlook remains positive.

RATINGS RATIONALE

The upgrade to Ba1 from Ba2 reflects evidence of the successful
transformation of Vallourec's product portfolio towards higher
value products and reduction of its industrial fixed cost base by
almost EUR200 million since 2022. As a result the company reached
in 2024 its net debt zero target and improved its conservative
credit metrics with gross debt/EBTDA estimated at 1.4x at the end
of 2024 down from 1.7x at the end of 2023. Over the same period
Vallourec has improved its EBIT margin to about 16.1% from 14.9%,
despite a 20% revenue decline to about EUR4 billion due to its
focus on premium products and a leaner cost base.

Vallourec achieved the improved EBIT margin despite US (represents
about 41% of Vallourec's revenue) seamless OCTG pipe prices on
average declining by about 30% in 2024, while pricing for pipes in
Europe and the Middle East remained relatively strong, a good
indicator of the company's improved business profile. For 2025
Moody's expects Vallourec's credit ratios to remain solid at around
1.5x gross debt/EBITDA as demand for its products remains strong.
The introduction of US tariffs on steel could positively impact the
price of its pipes produced in the United States, given that some
of Vallourec's competitors supply customers from plants outside the
US.

Starting in 2025, Vallourec aims to distribute 80%-100% of its
total cash generation, as long as liquidity remains at above EUR1
billion and its net debt to EBITDA remains within a corridor of
(0.5x) – 0.5x. For 2024, Vallourec will make dividend payments at
EUR1.50 per share (about EUR350 million) in 2025. Its payout ratio
is relatively high, but commensurate with Vallourec's Ba1 rating as
long as it balance sheet remains conservative.

Vallourec's (1) leading market position in the global market for
seamless steel tubular solutions mainly servicing the oil and gas
industry with high barriers to entry; (2) expectation for continued
solid profitability and cash generation supported by alignment of
production capacity with end markets and focus on premium products;
(3) good momentum in its main end market for oil & gas production,
likely to support demand for Vallourec's products until at least
the end of this decade; and (4) a conservative financial policy
with a commitment to maintain a net zero debt target, all support
the Ba1 CFR. The conservative financial policy increases
Vallourec's resilience to withstand the inherent volatility of the
oil and gas sector, key to its rating.

Nevertheless, the company's (1) limited track record of operating
under the revised operating model / strategy since its default in
Q2 2021; (2) significant exposure to inherently volatile
exploration & production spending of the oil and gas industry; (3)
medium to long term pressure on its oil and gas end market due to
declining hydrocarbon demand, and as yet not meaningful revenue
contribution from its products for new energies; and (4) exposure
to volatile and potentially large working capital swings, mainly
driven by volume and commodity prices, all constrain the rating.

LIQUIDTY

Vallourec's liquidity is very good, with EUR1,083 million cash on
balance (incl. EUR77 million of drawn overdraft facilities) and
access to a fully undrawn EUR550 million revolving credit facility
(RCF) as well as an undrawn committed ABL of $350 million by the
end of December 2024. Cash on balance and estimated operating cash
flow of about EUR500 million will easily cover day to day cash
needs, capex of around EUR200 million, and dividends of EUR350
million in 2025.

OUTLOOK

The positive outlook reflects Moody's expectations that Vallourec
will continue to build a track record operating under its new
operating model enabling it to generate positive free cash flow
before dividends throughout the business cycle. Moody's also
expects the company to maintain a close to zero net debt position
and to take measures to protect its cash generation ability in case
of a downturn.

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

Moody's could upgrade Vallourec's rating if the company continues
to build a successful track record of structurally improved
profitability under the new operating model. Additional
considerations that would support a higher rating include the
company's ability to (1) sustain a zero net debt position; (2)
maintain leverage at below 2.5x gross debt/EBITDA and maintains
EBITDA/interest expense ratio at well above 7.0x and (3) maintain
ample liquidity and meaningful free cash flow generation at all
times. A conservative financial policy, including expectations that
management would refrain from or reduce dividend payments during a
downturn, is also an important consideration for a higher rating.

Moody's could downgrade Vallourec's rating if: (1) its new business
model fails to structurally improve profitability at times of lower
end market demand and pricing; (2) its gross debt/EBITDA rises
above 3.0x times; (3) EBITDA/interest expense is sustained below 7x
or (4) a deterioration of its liquidity or meaningful negative free
cash flows.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Oilfield
Services published in January 2023.

COMPANY PROFILE

Vallourec is leading providers of premium tubular solutions,
serving the oil & gas, petrochemical, industrial, power generation,
new energies and other markets and generated about EUR4 billion
revenue in 2024. The company is publicly listed with a market cap
of about EUR4 billion on March 07, 2025.



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G E R M A N Y
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SCHAEFFLER AG: Moody's Assigns Ba1 CFR, Cuts Unsecured Debt to Ba1
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Moody's Ratings has downgraded the long-term senior unsecured
ratings of German automotive parts and industrial company
Schaeffler AG (Schaeffler or the group) to Ba1 from Baa3.
Concurrently, Moody's have withdrawn Schaeffler's Baa3 issuer
rating and assigned a Ba1 corporate family rating and Ba1-PD
probability of default rating to the group. Moody's have also
downgraded the rating of Schaeffler's senior unsecured debt
issuance programme to (P)Ba1 from (P)Baa3. The outlook has been
changed to stable from negative.

"The downgrade is driven by the weak environment in Schaeffler's
end markets, combined with high transition cost to electrification,
which will weigh on Schaeffler's margins and will leave leverage at
elevated levels for the next two years at least", says Matthias
Heck, Moody's Ratings Vice President – Senior Credit Officer and
lead analyst for Schaeffler. "The stable outlook recognizes the
material benefits expected from the integration of Vitesco
Technologies Group AG (Vitesco) into Schaeffler, which should help
to gradually improve profitability and achieve metrics and free
cash flow generation in line with Moody's expectations for a Ba1
rating in the next 12-18 months", continues Mr. Heck.

RATINGS RATIONALE

The rating downgrade reflects the weakened environment in
Schaeffler's end markets, in particular the global automotive
industry and industrial end markets, like the Chinese wind power
market. The weakness already prompted profit warnings in July 2024
and January 2025, with Schaeffler 2024 full year adjusted EBIT
margin finally reaching 4.5% compared to the initial guidance of
6%-9%.

On March 05, 2025, Schaeffler published 2024 results and said it
expects for 2025 an adjusted EBIT margin of 3%-5%, including a
dilutive effect from the first full-year full consolidation of
Vitesco, and before special items. On a divisional basis, margins
in the e-mobility divisions, which represents around 20% of group
sales, will be highly negative (-17% to -14%), due to high R&D cost
and still relatively low volumes. Likewise, profitability at the
Bearings and Industrial Solutions division will be only 5% to 7%,
up compared to 4.2% in 2024 but still well below the 7.6% achieved
in 2023. Conversely, Schaeffler's other divisions Powertrain &
Chassis (10%-12%) and Vehicle Lifetime Solutions (14%-16%) will
deliver solid margins.

In November 2024, Schaeffler had already announced structural
measures to boost its competitiveness in Europe with a savings
potential of EUR290 million per annum from 2029 and one-time
implementation cost of EUR580 million (including EUR150 million
already previously communicated integration cost). Including
synergies from the Vitesco acquisition, Schaeffler targets to
achieve positive EBIT effects of EUR815 million annually from 2029,
with, however, still very low benefits in 2025 and moderate
contributions in 2026. 2027 will be the first year with more than
half of the total volume becoming effective. Conversely, the
programmes will lead to one-time implementation cost of EUR1,080
million, of which EUR350 million will be paid in 2025 and a
slightly higher amount in 2026. On an aggregated basis, Moody's
expects that the programmes will drag on Schaeffler's cash flows in
2025 and 2026, and become cash flow positive not until 2027.

Given the continued weakness in Schaeffler's end markets and high
upfront losses in the e-mobility division, Moody's expects that the
company's EBIT margins (Moody's adjusted) will be slightly below 4%
in 2025 and improve towards 6% in 2026, which will still be below
Moody's expectations for the previous Baa3 rating and more in line
with Moody's ranges of 5% to 7% for the Ba1 rating category.

Schaeffler's debt (Moody's adjusted) amounted to around EUR9.1
billion at the end of 2024, including financial debt (EUR6.1
billion), leases (EUR0.5 billion), pension provisions (EUR2.4
billion) and factoring (EUR0.1 billion). For 2025, Schaeffler
expects a free cash flow of minus EUR200 million to zero, after
restructuring cash outs but before dividend payments of EUR236
million (EUR0.25 per share for 2024, proposed to be paid in 2025).
The dividend proposal is significantly above Schaeffler's payout
policy of 40%-60% (increased from previously 30%-50% in early
2024), and Moody's considers the payment as an indication of a
somewhat more aggressive financial policy, as the company's cash
generation is currently insufficient to fund these payments. As a
result, Moody's expects a further increase in Schaeffler's debt in
2025, resulting in a debt/EBITDA (Moody's adjusted) of almost 3.9x.
Due to volume growth in the e-mobility division and benefits from
the efficiency programmes, Moody's expects leverage to improve to
around 3.2x in 2026, which is still too high for a Baa3 rating and
more appropriate for the Ba1 rating category.

Schaeffler's Ba1 rating is supported by (i) the company's
substantial scale and broad product offering in the automotive
original equipment (OE), industrial and aftermarket businesses,
(ii) significant synergy potential from the integration of Vitesco,
(iii) profitability above the auto supplier industry average,
supported by significant industrial and automotive aftermarket
activities; (iv) ability to innovate, illustrated by numerous
patents and significant R&D spending, and (v) Moody's expectations
of continued strong growth in e-mobility areas in the medium to
long term, where order intake has rapidly accelerated recently;
(vi) its stable and conservative financial policy and good
liquidity.

Factors constraining the rating include (i) Schaeffler's exposure
to cyclical end markets, particularly automotive OE, (ii) continued
pressure on profit margins, mainly in the automotive OE business,
where high upfront investments into e-mobility weighs on margins,
but also in the industrial business, (iii) execution risks related
to the execution of efficiency measures and the integration of
Vitesco; (iv) negative free cash flows at times of low
profitability, cash outs for restructuring and continued dividend
payments to shareholders, and (v) its exposure to environmental
risk, especially regarding tightening carbon emission regulations.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectations that Schaeffler
will be able to achieve the material benefits expected from the
integration of Vitesco into Schaeffler, which should help to
gradually improve profitability and achieve metrics in line with
Moody's expectations for a Ba1, including a debt/EBITDA (Moody's
adjusted) in a range of 3.0x-3.5x and a Moody's adjusted EBIT
margin in a range of 5%-7% within the next 12-18 months.

LIQUIDITY

Schaeffler's liquidity is good. Its liquidity profile is
underpinned by EUR1.3 billion cash balance at the end of 2024, and
EUR3.0 billion available revolving credit facility (RCF) maturing
in 2029. These cash sources, together with Moody's forecasts of
EUR1.5 billion funds from operations in the next 12 months
significantly exceed Schaeffler's near-term cash uses, including
short-term debt maturities of EUR975 million, estimated working
capital needs, around EUR1.5 billion capital spending (including
lease payments) and around EUR236 million of dividend payments.

STRUCTURAL CONSIDERATIONS

The company has transited into an investment-grade-like, senior
unsecured funding structure. The senior unsecured notes of
Schaeffler AG are rated in line with the CFR at Ba1. Moody's have
not applied any notching to the group's unsecured debt in the
context of significant non-debt financial obligations at the level
of operating companies pertaining to pensions, trade payables and
operating leases. Moody's may reconsider this approach should the
ratings of Schaeffler be further downgraded, which in the context
of the group's stable outlook on its ratings does not appear likely
in the short term.

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

Moody's could downgrade Schaeffler's rating, if the combined
group's (1) Moody's adjusted debt/EBITDA exceeds 3.5x on a
sustainable basis, (2) Moody's adjusted EBIT margin fails to
recover towards 5% on a sustained basis, (3) Moody's adjusted
RCF/net debt remains below 15%, (4) FCF turned sustainably negative
or if its liquidity deteriorated.

Moody's could upgrade Schaeffler's rating, if the combined group's
(1) Moody's adjusted EBIT margin exceeded a 7% on a sustained
basis, (2) Moody's adjusted debt/EBITDA improved to below 3.0x
sustainably, (3) Moody's adjusted RCF/net debt was sustained at 20%
or higher.

PRINCPAL METHODOLOGY

The principal methodology used in these ratings was Automotive
Suppliers published in December 2024.

COMPANY PROFILE

Headquartered in Herzogenaurach, Germany, Schaeffler AG is among
the leading manufacturers of roller bearings and linear products
worldwide, primarily for the automotive industry as well as
industrial end-markets such as offroad, rail, industrial
automation, aerospace or renewable energy. In 2024, Schaeffler
generated revenue of EUR18.2 billion and around EUR811 million
reported EBIT before special items (4.5% margin). Schaeffler
completed the merger with Vitesco Technologies Group AG on October
01, 2024. Considering full year consolidation of Vitesco,
Schaeffler's revenue would have been around EUR24.4 billion in
2024.

TUI AG: S&P Raises Sr. Unsec. Debt Rating to 'BB-', Outlook Stable
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S&P Global Ratings raised its long-term ratings on TUI AG and on
its senior unsecured debt to 'BB-' from 'B+'.

S&P said, "The stable outlook reflects our view that TUI will
continue executing its strategic initiatives and that its sizable
JVs will increase dividend payments, thereby improving scale, and
resulting in sustainably higher S&P Global Ratings-adjusted EBITDA
margins approaching 9%, despite a challenging macroeconomic
environment. Absent common dividends, we expect this to result in
stronger credit metrics, with funds from operations (FFO) to debt
sustainably exceeding 30% and debt to EBITDA below 2.5x."

TUI has performed better than expected, improving profitability and
achieving positive FOCF after leases, despite a difficult economic
environment. In fiscal 2024 (ended Sept. 30, 2024) revenue
increased by 12.1% to EUR23.2 billion, supported by higher customer
numbers that grew by 6.8% to 20.3 million and higher selling
prices. As a result, S&P Global Ratings-adjusted EBITDA improved
year over year by 23.8% to EUR1.8 billion, driven by all segments.
Consolidated cruise operations of Marella saw EBITDA grow to EUR227
million in 2024 (EUR127 million 2023), thanks to improved pricing
and occupancy levels. The hotel segment retained its margin profile
and its revenue increased by 12% largely driven by the RIU hotel
activities. In addition, dividends from JVs (which S&P includes in
S&P Global Ratings-adjusted EBITDA) increased to EUR67.2 million in
2024 from EUR26.5 million in 2023, as TUI aims for a 30% dividend
payout ratio for its hotel JVs and as it includes for the first
time after the pandemic EUR20 million dividend contribution from
TUI Cruises (BB-/Stable/--). TUI's sound operating performance was
achieved despite continued weak consumer sentiment in its main
source markets Germany and the U.K., as industry trends remain
supportive with people prioritizing travel over other discretionary
spending. S&P said, "As a result, in 2024 S&P Global
Ratings-adjusted leverage decreased to 2.9x from 3.3x and FFO to
debt to 24.2% compared with our previous expectations of 3.0x and
24.5%, respectively. That said we note, positive earnings
developments were partially offset by higher gross debt, mainly due
to the issuance of EUR500 million of senior unsecured notes in
February 2024."

S&P said, "We expect S&P Global Ratings-adjusted EBITDA to improve
to EUR2.05 billion (8.3% margin) in 2025 from EUR1.8 billion (7.9%)
in 2024 on further improvement in its Markets + Airlines segment
and sizable dividend contribution from TUI Cruises. We forecast
TUI's revenue will increase by 6.3% in fiscal 2025 to EUR24.6
billion. This is supported by higher capacity, average sales
prices, and increased dynamic packaging options, as well as
cross-selling of ancillary services and excursions to existing and
new customers. At first-quarter 2025 bookings for summer 2025 were
2% above 2024 and average selling prices were 4% higher. While cost
inflation should continue to weigh on its operations, we believe
TUI will benefit from its recent strategic initiatives, namely
dynamic packaging, flight- and hotel-only offerings, and
cross-selling of ancillary services to more than offset the
headwinds. In addition, we expect dividends from JVs to exceed
EUR150 million in fiscal 2025 and more than EUR200 million from
2026 on the strong development of TUI Cruises, despite incremental
ship debt from one delivery in 2025 and one in 2026. We include
dividends received from JVs in our S&P Global Ratings-adjusted
EBITDA and exclude the equity-accounted income. All combined, this
should improve S&P Global Ratings-adjusted EBITDA margins to 8.3%
in 2025 and 8.7% in 2026 compared with 7.9% in 2024.

"FOCF after leases turned positive in 2024, but, despite our
expectation of improved earnings, higher capital expenditure
(capex) will likely limit sizable cashflow generation in 2025 and
thereafter. In fiscal 2024, reported FOCF after leases turned
positive to EUR194 million from negative EUR68 million in 2023,
supported by EBITDA improvements, lower interest, working capital
inflows, and higher dividends from JVs. We expect it to further
increase in 2025 and 2026. Despite its ambition to grow its asset
base through JVs, as outlined in its asset right strategy, we
anticipate that gross capex levels will be significantly higher at
about EUR750 million-EUR900 million per year in the medium term
owing to hotel and aircraft investments from 2026, compared with
our previous estimate of EUR600 million per year. As a result, we
forecast FOCF after leases will remain positive but be modestly
above EUR200 million per year. We expect continuous asset disposals
from aircraft sale- and lease-back transactions to support
liquidity. We note that a deviation from our growth expectations
could impair the group's ability to generate positive FOCF due to
its high fixed-cost structure, capex-intensive model, and highly
negative working capital (about EUR5.7 billion as of the end of
fiscal 2024)."

TUI's leverage will decrease to 2.3x in 2025 and FFO to debt to
31.8% on higher earnings and reduced S&P Global Ratings-adjusted
debt. Continued earnings growth, limited minority dividends, and no
common dividend payments in the next two years should support
further improvements in TUI's cash balance. S&P said, "In our base
case, from 2025 and thereafter we deduct from S&P Global
Ratings-adjusted debt accessible cash, following our revision of
TUI's business risk profile assessment to fair from weak. That
said, we exclude from reported cash the restricted cash (EUR691
million in 2024) and the cash that we deem necessary to run the
business, given intrayear cash flow volatility. As such we apply a
haircut of about 8% of revenue at fiscal year-end (Sept. 30, 2024).
For 2025, we expect to net accessible cash of about EUR475 million,
resulting in a 0.2x lower S&P Global Ratings-adjusted net leverage
of 2.3x compared with 2.5x gross leverage."

S&P said, "We think TUI's business position has strengthened in
light of post-pandemic recovery and improved business flexibility.
In fiscal 2024, customers reached 20.3 million, 1.5% below 2019
levels, while revenue exceeded 2019 levels by 22.4%, hitting
EUR23.2 billion. Although we believe the market is highly
competitive with pure online operators like Booking Holdings
(A-/Stable/--) and Expedia Group (BBB/Stable/--), as well as
airlines offering additional services to their customers, TUI has
demonstrated that there is demand for a multichannel tour operator
and that its asset base of hotels, cruises, and excursions can
attract and retain customers. We also think that TUI's strategy to
grow dynamic packaging and reduce capital intensity could diminish
operating leverage over time, improving its profitability and cash
flow profile and making it more resilient to external events. In
particular, we view positively that the group was able to increase
the share of dynamic packaging customers to 3 million (15% of
customers in fiscal 2024) from 2.5 million in fiscal 2023, and that
sales through its app increased to 7.3% from 5.2% the year before
(online reflects 50% of booked vacations) in fiscal 2024. We think
the performance of its assets, albeit often including minority
interest (RIUSA) or situated in JVs (TUI Cruises), is evidence of
its good asset base and leads to high customer satisfaction."

TUI's credit profile is constrained by low cash conversion,
seasonality, negative working capital, and sizable minority
interest. The group's low S&P Global Ratings-adjusted EBITDA margin
and meaningful capex and lease payments lead to a low--albeit
improving--cash conversion, which limits a significant buildup of
available cash to support the group in an adverse economic
scenario. The business is highly dependent on summer months (fourth
fiscal quarter) with 90% of fiscal 2019 and 68% of fiscal 2024
underlying EBITDA being generated in the season. This exposes the
group to external events, for example airport disruption, aircraft
groundings, geopolitical events, or unfavorable weather conditions
affecting customer demand. These events can have severe
implications given the group's cash flow profile is supported
during expansion by inflows from customer prepayments, which
reverse if revenue declines and can pressure liquidity. TUI is
exposed to highly negative working capital, as it receives
customers' prepayments prior to their vacation dates but pays
hotels only after the stay. This results to a EUR1.9 billion swing
in working capital, right after the fiscal year ends in September,
leading to drawings under the RCF and higher leverage during the
winter months. S&P also notes that the RIU operations, as part of
the RIUSA JV (consolidated at TUI AG), contributed a majority of
the hotels and resorts division's underlying EBIT and a partial
consolidation would weaken S&P Global Ratings-adjusted credit
metrics.

In S&P Global Ratings' view TUI is already in line with its net
leverage target of strongly below 1.0x (net debt to company
adjusted EBITDA; 0.8x in fiscal 2024) and it has yet to define a
shareholder return policy, both of which limit further rating
upside. S&P said, "We view as supportive the financial policy,
which it updated in December 2023, specifically its key medium-term
net leverage target of strongly below 1.0x. At the end of fiscal
2024, the group had achieved a company-adjusted net leverage of
0.8x translating into S&P Global Ratings-adjusted leverage of 2.7x
(net of S&P Global Ratings-defined accessible cash). The meaningful
deviation between S&P Global Ratings-adjusted and company-reported
metrics follows the netting of all reported cash and exclusion of
pension obligations by the company and exclusion of
equity-accounted income from the S&P Global Ratings-adjusted
metrics, where we only include dividends from JVs and S&P Global
Ratings-defined accessible cash. In January 2025 TUI canceled the
EUR214 million KfW revolving credit facility (RCF), at that time
undrawn, paving the way for a shareholder return policy in fiscal
2026 and potential dividends from fiscal 2027 and thereafter. We
currently do not factor this in our forecast. In fiscal 2019,
before the pandemic, TUI paid out EUR476 million of dividends. A
similar policy would exceed our expectation of cash flow
generation, and hence, would be partly financed with cash and
therefore would weaken credit metrics."

S&P said, "We expect TUI to timely address the July 2026 EUR1.7
billion RCF refinancing, following the cancelation of its KfW
facility in January 2025. Despite EUR2.9 billion of cash on the
balance sheet at fiscal year-end 2024 due to sizable working
capital seasonality, TUI still relied on RCF drawings during the
winter in fiscal 2025 (EUR0.6 billion drawn in the first quarter of
fiscal 2025), and in our forecast, also in coming years the group
will rely on external funding, albeit at a lower level. Without
material financial liabilities due and our anticipation of higher
operating cash flows, we deem the group's liquidity adequate but
would expect a timely extension of the remaining RCF.

"The stable outlook reflects our view that TUI continues to execute
on its strategic initiatives and that its sizable JVs will increase
dividend payments, thereby resulting in sustainably higher S&P
Global-Ratings-adjusted EBITDA margins approaching 9%, despite a
challenging macroeconomic environment. Absent common dividends, we
expect this to result in stronger credit metrics, with FFO to debt
sustainably exceeding 30% and debt to EBITDA below 2.5x."

S&P could lower the rating if:

-- Reported FOCF after leases is significantly lower than S&P's
base case without short-term recovery prospects;

-- S&P Global Ratings-adjusted FFO to debt reduces below 25%; or

-- S&P Global Ratings-adjusted debt to EBITDA increases above
3.5x.

This could follow weaker earnings due to less meaningful growth in
passenger traffic, higher-than-anticipated cost inflation, or
unexpected external factors. It could also stem from a more
aggressive financial policy.

Given the cyclicality and seasonality of the tour operating
industry, an upgrade would require that the company strengthened
and de-risked its business model, reducing its operating leverage
and capital intensiveness, while increasing the flexibility and
diversification of its operations.

An upgrade would also hinge on the group continuing to strengthen
its credit ratios, such that:

-- S&P Global Ratings-adjusted FFO to debt improves sustainably
toward 40%;

-- S&P Global Ratings-adjusted debt to EBITDA reduces sustainably
below 2.5x; and

-- S&P Global Ratings-adjusted FOCF to debt improves sustainably
above 20%.

Such an upgrade would also require a track record that, in a normal
trading environment, TUI can maintain significant headroom under
its outlined financial policy.



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

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

The portfolio's reinvestment period will end 5.1 years after
closing, while the noncall period will end 2.0 years after
closing.

The ratings reflect S&P's assessment of:

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor   2,754.37
  Default rate dispersion                                491.70
  Weighted-average life (years)                            5.28
  Obligor diversity measure                              117.57
  Industry diversity measure                              19.77
  Regional diversity measure                               1.17
  
  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                            B
  'CCC' category rated assets (%)                          0.00
  Actual 'AAA' weighted-average recovery (%)              36.58
  Actual floating-rate assets (%)                         99.07
  Actual weighted-average coupon (%)                       6.48
  Actual weighted-average spread (net of floors; %)        3.71

The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, S&P has conducted its credit and cash
flow analysis by applying its criteria for corporate cash flow
CDOs.

S&P said, "In our cash flow analysis, we used the EUR450 million
target par amount, the covenanted weighted-average spread (3.70%),
and the covenanted weighted-average coupon (2.50%) as indicated by
the collateral manager. We assumed the actual targeted
weighted-average recovery rates at all rating levels. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

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

"Until the end of the reinvestment period on April 25, 2030, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating and compares that with the
current portfolio's default potential plus par losses to date. As a
result, until the end of the reinvestment period, the collateral
manager may through trading deteriorate the transaction's current
risk profile, if the initial ratings are maintained.

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

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

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

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

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

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

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit or limit certain assets
from being related to certain activities. Since the exclusion of
assets from these activities does not result in material
differences between the transaction and our ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities."

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

  X      AAA (sf)    2.25    N/A     Three/six-month EURIBOR
                                     plus 0.65%

  A      AAA (sf)  276.00    38.67   Three/six-month EURIBOR
                                     plus 1.26%

  B-1    AA (sf)    40.40    27.47   Three/six-month EURIBOR
                                     plus 1.80%

  B-2    AA (sf)    10.00    27.47   4.60%

  C      A (sf)     27.00    21.47   Three/six-month EURIBOR
                                     plus 2.15%
  D      BBB- (sf)  33.80    13.96   Three/six-month EURIBOR
                                     plus 2.80%

  E      BB- (sf)   20.20     9.47   Three/six-month EURIBOR
                                     plus 4.75%

  F      B- (sf)    13.50     6.47   Three/six-month EURIBOR
                                     plus 7.85%

  Sub.   NR         34.60     N/A    N/A

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

EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
Sub.--Subordinated.


DRYDEN 56 2017: S&P Assigns B-(sf) Rating to Class F-R Notes
------------------------------------------------------------
S&P Global Ratings assigned ratings to Dryden 56 Euro CLO 2017
DAC's class A loan and class A-R, B-1-R, B-2-R, C-R, D-1-R, D-2-R,
E-R, and F-R notes. The issuer currently has EUR63.85 million of
unrated subordinated notes outstanding from the existing
transaction. At closing, the issuer also issued an additional
EUR51.10 million of subordinated notes, bringing the total amount
of subordinated notes to EUR114.95 million.

The ratings assigned to Dryden 56 Euro CLO 2017's reset loan and
notes reflect our assessment of:

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,764.18
  Default rate dispersion                                 675.11
  Weighted-average life (years)                             4.30
  Weighted-average life (years) extended
  to cover the length of the reinvestment period            4.50
  Obligor diversity measure                                81.40
  Industry diversity measure                               20.25
  Regional diversity measure                                1.14

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           3.09
  Target 'AAA' weighted-average recovery (%)               37.81
  Target weighted-average spread (net of floors; %)         4.02
  Target weighted-average coupon (%)                        3.44

Rationale

Under the transaction documents, the rated loan and notes will pay
quarterly interest unless a frequency switch event occurs.
Following this, the loan and notes will switch to semiannual
payments. The portfolio's reinvestment period will end
approximately 4.5 years after closing.

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

The issuer may purchase loss mitigation obligations using either
interest proceeds or principal proceeds. The use of interest
proceeds to purchase loss mitigation obligations is subject to all
the interest coverage tests passing by at least 25% following the
purchase, and the manager determining that there are sufficient
interest proceeds to pay interest on all the rated notes and loan
on the upcoming payment date, including senior expenses, and the
par value tests passing.

The use of principal proceeds to purchase loss mitigation
obligations is subject to the following conditions:

-- The aggregate collateral balance remaining above reinvestment
target par or, if not, the amount of principal proceeds used cannot
not exceed the outstanding balance of the related asset.

-- The class E-R notes par value test passing during the
reinvestment period and the class F-R notes par value test passing
after the reinvestment period. As a result, we have not given
credit to the reinvestment overcollateralization test in our cash
flow modeling.

-- The obligation meeting the restructured obligation criteria.

-- The obligation ranking pari passu or senior to the obligation
already held by the issuer.

-- Its maturity falling before the rated loan and notes' maturity
date.

-- It not being purchased at a premium.

S&P said, "In our cash flow analysis, we used the EUR500 million
target par amount, the covenanted weighted-average spread (3.80%),
the covenanted weighted-average coupon (3.30%), and the covenanted
weighted-average recovery rates calculated in line with our CLO
criteria for all classes of notes and the loan. We applied various
cash flow stress scenarios, using four different default patterns,
in conjunction with different interest rate stress scenarios for
each liability rating category.

"Until the end of the reinvestment period on Sept. 14, 2029, the
collateral manager may substitute assets in the portfolio as long
as our CDO Monitor test is maintained or improved in relation to
the initial ratings on the loan and notes. This test looks at the
total amount of losses that the transaction can sustain--as
established by the initial cash flows for each rating--and compares
that with the current portfolio's default potential plus par losses
to date. As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.

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

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

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

PGIM Loan Originator Manager Ltd. and PGIM Ltd. manage the CLO, and
the maximum potential rating on the liabilities is 'AAA' under our
operational risk criteria.

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe the ratings
assigned are commensurate with the available credit enhancement for
the class A loan and class A-R to F-R notes. Our credit and cash
flow analysis indicates that the available credit enhancement for
the class B-1-R to F-R notes could withstand stresses commensurate
with higher ratings than those assigned. However, as the CLO will
be in its reinvestment phase starting from closing--during which
the transaction's credit risk profile could deteriorate--we have
capped our ratings on the loan and notes.

"Given our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for all the
rated classes of notes and the loan.

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

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

Environmental, social, and governance

S&P said, "We regard the transaction's exposure to environmental,
social, and governance (ESG) credit factors as broadly in line with
our benchmark for the sector. Primarily due to the diversity of the
assets within CLOs, the exposure to environmental and social credit
factors is viewed as below average, while governance credit factors
are average. For this transaction, the documents prohibit or limit
certain assets from being related to certain activities.
Accordingly, since the exclusion of assets from these activities
does not result in material differences between the transaction and
our ESG benchmark for the sector, no specific adjustments have been
made in our rating analysis to account for any ESG-related risks or
opportunities."

Dryden 56 Euro CLO 2017 DAC is a European cash flow CLO
securitization of a revolving pool, comprising mainly
euro-denominated leveraged loans and bonds. The transaction is a
broadly syndicated CLO managed by PGIM Loan Originator Manager Ltd.
and PGIM Ltd.

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

  A-R     AAA (sf)    275.00   Three/six-month EURIBOR    38.00
                               plus 1.28%

  A loan  AAA (sf)     35.00   Three/six-month EURIBOR    38.00
                               plus 1.28%

  B-1-R   AA (sf)      32.50   Three/six-month EURIBOR    27.50
                               plus 1.80%

  B-2-R   AA (sf)      20.00   4.60%                      27.50

  C-R     A (sf)       27.50   Three/six-month EURIBOR    22.00
                               plus 2.15%

  D-1-R   BBB- (sf)    35.00   Three/six-month EURIBOR    15.00
                               plus 3.00%

  D-2-R   BBB- (sf)     4.50   Three/six-month EURIBOR    14.10
                               plus 3.75%

  E-R     BB- (sf)     22.50   Three/six-month EURIBOR     9.60
                               plus 5.00%

  F-R     B- (sf)      15.50   Three/six-month EURIBOR     6.50
                               plus 8.01%

  Sub notes   NR      114.95   N/A                    N/A

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

EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.


EIRCOM HOLDINGS: S&P Affirms 'B+' Long-Term ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term issuer credit
ratings on Eircom Holdings (Ireland) Ltd. and its 'B+' issue rating
on the company's senior secured debt, with recovery prospects of
55%.

The stable outlook reflects S&P's expectations that S&P Global
Ratings-adjusted debt to EBITDA will improve due to increasing
EBITDA and will remain comfortably below 5.75x, with free operating
cash flow (FOCF) to debt reaching above 5%.

The rating affirmation reflects Eircom's strengthened business risk
in conjunction with slightly higher leverage expectation. So far,
Eircom's strategy to expand its fiber coverage by partnering with
InfraVia to invest in the passive infrastructure vehicle, Fibre
Network Ireland Ltd (FNI, unrated), has proven successful. This,
along with effective commercial investments, should further
strengthen its business risk. As of the third quarter of 2024 (Q3
2024), fiber coverage has reached 1.3 million homes, doubling from
675,000 at the time of the partnership in 2022. This significantly
outpaces direct peers SIRO (a joint venture between ESB and
Vodafone, unrated), which reached about 600,000 homes, and VM
Ireland Ltd. (VM Ireland, B+/Stable/--), about 335,000 homes during
the same period. Eircom aims to expand its footprint to 1.9 million
fiber-to-the-home (FTTH) premises by 2027, covering almost 85% of
the Irish fixed broadband market. S&P said, "While we view Eircom
may benefit from a first-mover advantage, it faces competitive risk
due to substantial fiber overlap with SIRO and VM Ireland, along
with the relatively small size of Ireland's fixed broadband market
relative to other European markets. This could offset the
advantages if monetization of fiber assets is slow. We acknowledge
that Eircom's fiber subscriber base has grown on average by about
6% in recent quarters, resulting in a fiber takeup rate of about
35% based on the data provided by ComReg, the Irish telecom
regulator. Nevertheless, we have recently observed improvements in
the takeup rates for SIRO and Virgin Media. We continue to observe
Eircom has experienced positive momentum in the mobile segment,
with market share improving (excluding broadband) to about 24% from
23% in Q3 2024, according to ComReg, although it remains the third
largest in Irish mobile market. Consequently, we reassessed our
view on Eircom's business position and loosened our adjusted
leverage thresholds for the 'B+' rating to 4.75x-5.75x from
4.50x-5.50x."

S&P said, "While we forecast modest earnings growth supported by
continued healthy growth in the mobile segment and gradually
improving fixed line services, higher debt coupled with continued
dividend payments will keep S&P Global Ratngs-adjusted leverage
elevated, reaching 5.7x in 2025 before returning to 5.5x in 2026.
Under the revised trigger, we view this level as commensurate with
the current 'B+' rating.

"We do not anticipate a material deleveraging trend, with S&P
Global Ratings-adjusted leverage to remain elevated and only return
to 5.5x in 2026. We expect Eircom's S&P Global Ratings-adjusted
revenue to reach about EUR1.3 billion in 2025 and 2026, from an
estimated EUR1.2 billion in 2024. We forecast our adjusted EBITDA
to grow modestly to about EUR560 million in 2025 (from an estimated
EUR538 million in 2024) and about EUR580 million in 2026. While we
expect capital expenditure (capex) to remain high, the
capex-to-sales ratio will decrease slightly to below 20% in 2025
and 2026, from an estimated about 21% in 2024. This reflects
Eircom's commitment to rolling out its FTTH network and improving
its 5G mobile network coverage and quality. Due to increased debt
from the previous year's transaction, higher lease liabilities
linked to additional mobile sites and lease renegotiation, the
expected use of accruing cash flows for annual dividends, and our
proportionate ratio adjustment, we expect elevated S&P Global
Ratings-adjusted debt over the forecasted period. While we continue
to see potential for organic deleveraging through profitability and
cash flow optimization, this will prevent meaningful deleveraging
in the near term. We estimate S&P Global Ratings-adjusted leverage
to be 5.7x in 2024 and 2025 (increasing from 5.4x in 2023), before
slightly improving to 5.5x in 2026.

"We currently view the company's liquidity as adequate. As of Dec.
31, 2024, the company had about EUR373 million in current liquidity
sources, which includes EUR151 million in cash and cash
equivalents, and about EUR222 million available from undrawn
committed lines, including Eircom's revolving credit facility (RCF)
and FNI's RCF and capex facility. Additionally, we anticipate
meaningful positive free cash flow generation from operations and
no significant maturities over the next 12 months, starting Jan. 1,
2025, which supports our assessment of adequate liquidity. However,
we may reevaluate our liquidity assessment if the company does not
establish tangible refinancing plans in the coming quarters, prior
to the significant secured debt maturing in 2026. Eircom faces two
significant maturities in May 2026: a EUR300 million facility B
with a floating interest rate of EURIBOR plus 2.75%, and EUR552
million in 3.5% fixed-rate notes. That said, Eircom has a good
track record of refinancing debt well in advance of maturity.
Furthermore, flexibility in dividends and capex, if required, could
also support near term liquidity.

"The stable outlook reflects our expectations that S&P Global
Ratings-adjusted debt to EBITDA will improve due to increasing
EBITDA and will remain comfortably below 5.75x, with FOCF to debt
reaching above 5%.

"We would lower the rating if Eircom's profitability and FOCF after
leases weakened, with adjusted debt to EBITDA increasing above
5.75x. This could happen if competition leads to increased churn
and significant pressure on average revenue per user, resulting in
revenue decline and significant pressure on Eircom's EBITDA
margin.

"We may raise the rating if Eircom gains market share across all
its segments, while simultaneously maintaining sound profitability
and solid FOCF after leases. Any rating upside would hinge on
Eircom reducing its adjusted gross debt to EBITDA sustainably below
4.75x."




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

EFESTO BIDCO: S&P Assigns Final 'B-' LT ICR, Outlook Positive
-------------------------------------------------------------
S&P Global Ratings assigned its final 'B-' long-term issuer credit
rating to Efesto Bidco S.p.A. and its 'B-' issue rating to its
issued bond (co-issued with Efesto U.S. LLC., its direct
subsidiary), with the final recovery rating of '4' (rounded
recovery estimate: 45%), in line with its preliminary rating
assigned in late January 2025.

Financial sponsor Stonepeak has agreed to acquire Italy-based
aero-engine parts maker Forgital for EUR1.5 billion.

To fund the transaction, Stonepeak is providing EUR779 million
(compared with EUR795 million previously anticipated) of new common
equity and Forgital has completed the issuance of EUR776 million
senior secured notes denominated in U.S. dollars.

S&P said, "The positive outlook indicates that we could upgrade
Efesto Bidco S.p.A. if its debt to EBITDA falls to 5.5x by 2026 and
stays below that level thereafter, and funds from operations (FFO)
cash interest coverage strengthens to about, or above, 2.5x,
alongside positive free operating cash flow (FOCF).

"The positive outlook reflects our expectation that Forgital will
continue to exhibit a robust operating performance through
2025-2026, with S&P Global Ratings-adjusted debt to EBITDA
remaining at about 6.5x in the aftermath of the upsized issuance.
In December 2024, alternative firm Stonepeak announced that it had
agreed to acquire Forgital." The transaction is being funded by
Stonepeak providing EUR779 million of new common equity (compared
with EUR795 million as previously anticipated, with no noncommon
equity instruments present in the group structure above Efesto
Bidco SpA. Forgital has also completed the issuance of EUR776
million equivalent of new senior secured debt denominated in U.S.
dollars, upsizing the total amount by about EUR16 million,
benefiting from solid investors' demand.

Following the issuance, Efesto Bidco's unique liability is the
EUR776 million equivalent senior secured debt, denominated in U.S.
dollars. In addition, Forgital has access to a EUR125 million
multi-currency super senior revolving credit facility (RCF), which
we understand is undrawn. Despite the new capital structure
entailing a higher amount of gross debt--S&P Global
Ratings-adjusted debt will increase to about EUR830 million (from
about EUR610 million forecast in 2024) – S&P expects that
supportive underlying market conditions and strong operating
performance will translate into meaningful EBITDA expansion, such
that debt to EBITDA remains at about 6.5x over our rating horizon.

Strong underlying market conditions, coupled with increased
operating efficiencies, should support Forgital's revenue and
EBITDA expansion in 2025-2026. S&P said, "We expect domestic and
international flying hours will continue to hit record highs,
bolstering the already strong demand for new aircraft and
aftermarket services. Airbus SE and Boeing Co. continue to increase
their production rates, while demand for new large commercial
aircraft engines naturally follows suit. We expect that Forgital
will benefit from this thanks to its market position as a leading
tier-two supplier on key engine platforms, such as the Trent XWB.
Forgital recently expanded its business by winning new contracts on
narrowbody engines such as the LEAP 1A and PW1000GT, where we
expect solid growth. Forgital's top line should increase by 5%-6%
in 2025 and by 10%-12% in 2026. We also forecast some moderate
contribution from the industrial division, which remains subdued as
result of general weak demand in its end-markets."

S&P said, "We expect Forgital's profitability will continue to
improve, following a period where management has focused on
positioning the business more toward the higher-margin aerospace
segment, increased the percentage of long-term agreement (LTA)
contracts, renegotiated some unfavorable contracts, and improved
cost base efficiencies and supply chain optimization. As such, as
volumes rise, we expect that Forgital could post margins of about
23.5% in 2025 (or about 26.5%, if we exclude approximately EUR17
million of one-offs related to this transaction) and of 27% or
higher in 2026. The LTA contract structure provides good earnings
visibility, as the agreements typically last up to 10 years, with a
high renewal rate. In addition, they typically have pass-through
mechanisms for raw material price fluctuations, which was
demonstrated by Forgital's relatively stable margins during the
recent inflationary spikes. We understand that Forgital has hedged
its energy costs until 2026.

"The positive outlook also reflects our view that FOCF will
continue to stay positive in 2025-2026 despite working capital
consumption remaining high as the business grows. We expect
Forgital to generate about EUR5 million in FOCF in 2025, despite
several cash one-offs that will affect the business as the
transaction unfolds (we include about EUR23 million in issuance
costs on top of EUR17 million in due diligence, advisory fees, and
legal costs). We expect the strong operating performance, combined
with lower growth capital expenditure (capex), to preserve the
company's FOCF generation. We understand Forgital is well invested
in, and has sufficient production capacity, to meet business
growth. As such, growth capex should progressively decrease, while
we forecast maintenance capex to remain stable at 3.0%-3.5% of
sales in 2025-2026. We expect working capital consumption to remain
high in 2026 as Forgital looks to develop its business mix by
expanding into new segments (namely narrowbody and space), which
have different cash collection timelines. This, combined with an
increase in inventories linked to business growth, will result in a
working capital consumption of about EUR30 million-EUR35 million in
2026. Nevertheless, we predict high consumption in working capital
and think that Forgital will generate FOCF of about EUR25 million
in 2026 as result of the strong operating performance and the
absence of one-off items.

"Forgital's size and scale, customer and platform concentration,
financial sponsor ownership, and tolerance for high leverage
continue to constrain our rating assessment. Despite some business
expansion and diversification achieved in the recent years toward
narrowbody platforms and space programs, we continue to view
Forgital as smaller than some rated peers and relatively more
concentrated in terms of its product suite and exposure to engine
platforms or components. Exposure to key engine platforms such as
the Trent XWB and the LEAP program accounted for about 54% of the
aerospace revenue based on the 12 months ending in September 2024
and the widebody business weights for about 37% of Forgital's
revenue. This customer concentration is partially mitigated by the
LTAs that Forgital has secured with long-standing engine maker
customers such as Safran and Rolls-Royce, which in total comprise
about 65% of Forgital's revenue. Our rating on Forgital also
remains constrained by its private equity ownership, which results
in a tolerance for high leverage. We expect the company to continue
its moderate stance toward acquisition spending and dividend
distributions. However, we cannot rule out potential further
incremental debt that could be added for both M&A or shareholder
remuneration.

"We will withdraw our ratings on F-Brasile SpA when the takeover of
Stonepeak is completed. We expect Stonepeak's acquisition of
Forigtal to be completed by the end of the second quarter of 2025,
after the clearance of all the regulatory approvals. We understand
that Forgital's existing $505 million outstanding notes, issued by
F-Brasile, will be repaid only at closing. Once repaid, we will
withdraw our current ratings on F-Brasile, and Efesto Bidco will
then become the only rated entity in our analysis, as the group's
ultimate parent company.

"The positive outlook indicates that we could upgrade Efesto Bidco
over the next 12 months if S&P Global Ratings-adjusted debt to
EBITDA improves to 5.5x by 2026 and strengthens further thereafter.
Ratings upside will also hinge on FFO cash interest coverage near
or above 2.5x, complemented by positive FOCF.

"We could revise our outlook to stable if Efesto Bidco's operating
and financial performance depart from our expectations, such as S&P
Global Ratings-adjusted FOCF turning negative with no prospects of
recovery, FFO cash interest weakening from approximately 2.5x, and
adjusted debt to EBITDA failing to improve to about 5.5x.

"We could raise our ratings if S&P Global Ratings-adjusted debt to
EBITDA trends toward 5.5x and remains below that level thereafter,
FFO cash interest coverage remains around or above 2.5x, and the
company sustains positive FOCF."


YOUNI ITALY 2025-1: Fitch Assigns BB-(EXP)sf Rating to Cl. X Notes
------------------------------------------------------------------
Fitch Ratings has assigned Youni Italy 2025-1 S.r.l.'s notes
expected ratings.

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

   Entity/Debt         Rating           
   -----------         ------           
Youni Italy
2025-1 S.r.l.

   Class A         LT AA(EXP)sf   Expected Rating
   Class B         LT A-(EXP)sf   Expected Rating
   Class C         LT BBB-(EXP)sf Expected Rating
   Class D         LT BB(EXP)sf   Expected Rating
   Class E         LT B(EXP)sf    Expected Rating
   Class R         LT NR(EXP)sf   Expected Rating
   Class X         LT BB-(EXP)sf  Expected Rating

Transaction Summary

The transaction is a static true-sale securitisation of unsecured
consumer loans granted to Italian borrowers by Younited S.A.,
Italian branch (Younited).

KEY RATING DRIVERS

Score Band, Seasoning Drive Assumptions: Fitch expects a lifetime
portfolio weighted average (WA) default rate of 4% and a WA
recovery rate of 30%, with median default multiples and recovery
haircuts. The majority of the portfolio includes loans originated
in 2024 and 2025 and almost 23% of the portfolio comprises loans
originated before 2023.

In setting its assumptions, Fitch considered the portfolio
seasoning, Younited's underwriting standards and the performance of
individual score bands. Fitch believes the performance data
provided is affected by some volatility from underwriting updates
and score band modifications.

Sensitivity to Pro Rata Length: In the expected case scenario, a
switch to sequential amortisation is unlikely during the first four
years given the portfolio performance expectations compared with
defined triggers. It leaves the investment-grade notes more
sensitive to the length of pro rata amortisation. The mandatory
switch to sequential pay-down when the outstanding collateral
balance falls below a certain threshold mitigates tail risk.

Excess Spread Dependence: The class X notes are not collateralised
and the related interest and principal will be paid from the
available excess spread. Excess spread notes are typically
sensitive to underlying loan performance and prepayments and cannot
achieve a rating higher than 'BB+sf'.

Servicing Continuity Risk Mitigated: Younited will act as
sub-servicer and Zenith Global S.p.A will be the master servicer
and substitute servicer facilitator for the transaction. Fitch
considers servicer continuity risk mitigated by a detailed action
plan whereby a replacement servicer would be appointed within 60
calendar days after a termination event. The transaction also
envisages a cash reserve that Fitch believes will mitigate payment
interruption risk.

Interest Rate Risk Mitigated: A swap agreement will be in place at
closing to hedge interest rate risk between the fixed rate of the
assets and the floating rate of the rated notes. The issuer will
pay the swap rate to the swap counterparty and will receive 1m
Euribor payable to the rated notes.

Sovereign Cap: The class A notes' rating is limited to 'AAsf' by
the cap on Italian structured finance transactions of six notches
above the rating of Italy (BBB/Positive/F2). The Positive Outlook
on the notes' rating reflects the Outlook on Italy's Issuer Default
Rating (IDR).

RATING SENSITIVITIES

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

The class A notes are sensitive to changes in Italy's Long-Term
IDR. A revision of the Outlook on Italy's IDR to Stable would
trigger similar action on the notes' rating.

An unexpected increase in the frequency of defaults or a decrease
in the recovery rates could produce higher loss levels than the
base case. For example, a simultaneous increase in the default base
case by 25%, and a decrease in the recovery base case by 25%, would
lead to downgrades of three notches for the class A to E notes.

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

An upgrade of Italy's IDR and upwards revision of the 'AAsf' rating
cap for Italian structured finance transactions could trigger an
upgrade of the class A notes. This is provided sufficient credit
enhancement is available to withstand stresses at a higher rating
scenario.

An unexpected decrease in the frequency of defaults or an increase
in the recovery rates could produce loss levels lower than the base
case. For example, a simultaneous decrease in the default base case
by 25% and an increase in the recovery base case by 25% would lead
to upgrades of up to four notches for the class B to X notes.

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

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

DATA ADEQUACY

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

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

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

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.



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

ALTISOURCE PORTFOLIO: Concise Capital, 2 Others Hold 5.6% Stake
---------------------------------------------------------------
Concise Capital Management, LP, Glenn Koach, and Thomas P. Krasner
disclosed in a Schedule 13G filed with the U.S. Securities and
Exchange Commission that as of February 19, 2025, they beneficially
owned 5,158,667 shares of Altisource Portfolio Solutions S.A.'s
common stock, representing 5.6% of the outstanding shares. These
shares are held by funds and separately managed accounts under the
control of Concise Capital, with Messrs. Koach and Krasner as
managers.

Concise may be reached through:

     Concise Capital Management, LP
     777 Brickell Ave., Suite 630
     Miami, Florida 33131
     Tel: 305-371-4578

A full-text copy of Concise's SEC Report is available
at:

                 https://tinyurl.com/2srdxws6

                         About Altisource

Headquartered in Luxembourg, Altisource Portfolio Solutions S.A. --
https://www.Altisource.com/ -- is an integrated service provider
and marketplace for the real estate and mortgage industries.
Combining operational excellence with a suite of innovative
services and technologies, Altisource helps solve the demands of
the ever-changing markets it serves.

As of September 30, 2024, Altisource had $144.5 million in total
assets, $293.2 million total liabilities, and $148.7 million in
total deficit.

                             *   *   *

In March 2025. S&P Global Ratings raised its issuer credit rating
on Altisource Portfolio Solutions S.A. to 'CCC+' from 'SD'.

S&P said, "We also assigned our 'B' issue-level rating and '1'
recovery rating to the new $12.5 million senior secured debt (super
senior facility), 'CCC-' issue-level rating and '6' recovery rating
to the new $160 million senior subordinated debt (new first lien
loan), and withdrew our ratings on the company's exchanged senior
secured term loan, which was rated 'D'.

"The stable outlook reflects our expectation that over the next 12
months, while we expect Altisource to generate positive cash flow
from operations, we believe its liquidity will remain constrained
and the company will remain dependent on favorable financial and
economic conditions to meet its financial commitments.

ARVOS BIDCO: Moody's Affirms 'Caa1' CFR & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Ratings affirmed the Caa1 long-term corporate family rating
and Caa1-PD probability of default rating of Arvos BidCo S.a.r.l.
("Arvos" or "the company"), the top holding entity of the
restricted group consolidating the operations of Arvos.
Concurrently, Moody's affirmed the Caa1 instrument ratings to both
EUR and USD tranches of Arvos' EUR175 million equivalent backed
senior secured first-lien term loan B4 (TLB) due 2027 ("OpCo debt")
and to the EUR28 million backed senior secured first-lien revolving
credit facility (RCF) due 2027 at Arvos BidCo S.a.r.l. Further,
Moody's affirmed the Caa3 rating to the EUR and USD tranches of the
EUR30 million equivalent hived-up senior secured first-lien term
loan B due 2027 ("HoldCo debt") at Arvos Holdco S.a.r.l. ("Arvos
HoldCo"), direct parent of Arvos BidCo S.a.r.l. The outlooks on
both entities was changed to stable from positive.

RATINGS RATIONALE

The change of outlook to stable reflects Arvos' weakened operating
performance in the last twelve months to December 2024 with soft
order intake implying only gradual earnings recovery below Moody's
previous expectations. These factors resulted in weakening
liquidity and somewhat increased uncertainty of a successful
segment disposal before the next refinancing of the TLBs maturing
in August 2027.

Arvos' order intake declined by 40% in the first nine months to
December 2024 of fiscal year ending March 2025 compared to the
previous year. Both segments of Arvos experienced slower demand.
Ljungström faced delays and order cancellations in the offshore
wind segment, a new market for Arvos, while Schmidt'sche Schack
encountered a cyclical downturn in the petrochemical industry, with
fewer large orders. This resulted in a backlog of around EUR180
million as of December 2024, the lowest level since the coronavirus
pandemic outbreak in 2020.

Additionally, Arvos faced significant cost overruns in supplying
new products for the steel towers of a major offshore wind project,
estimated at over EUR25 million in the fiscal year ending March
2025, including outsourced rework by a third party. This leads to a
Moody's-adjusted EBITDA expectation of around EUR35 million for the
fiscal year ending 2025. While Moody's do not expect these costs to
recur next fiscal year 2026, Moody's anticipates earnings recovery
only towards EUR45 million of Moody's-adjusted EBITDA driven by the
soft order book, compared to Moody's previous forecast of an annual
Moody's-adjusted EBITDA comfortably above EUR50 million. These
factors lead to weak liquidity. Moody's expects the RCF to be fully
drawn by the end of March 2025, providing less cushion for further
cost overruns or operational underperformance.

That said, the Caa1 CFR also reflects the benefits of the new
capital structure since April 2024 following the successful debt
restructuring. Arvos' debt was reduced from around EUR500 million
in March 2024 to around EUR280 million in December 2024, including
EUR30 million hived-up HoldCo debt outside the restricted group.
This resulted in halved interest payments, supporting at least
break-even free cash flow generation post-annual TLB amortization;
moderate leverage for the rating level expected around 6.3x in the
fiscal year ending 2026; and some time remaining to maturity
allowing for operational and cyclical turnaround.

The Caa1 CFR further reflects Arvos' leading positions in niche
markets with a sizable aftermarket business and sound margins.
However, the CFR is burdened by Arvos' small scale, cyclical end
market exposure with a slowing diversification pace towards
renewable sectors, and a weak historical operating performance
resulting in two distressed exchanges in 2021 and 2024 under the
previous capital structure.

STABLE OUTLOOK

Moody's expects that Arvos' operating performance will gradually
improve in the next 12-18 months as offshore wind project cost
overruns subside, supported by the company's sizeable aftermarket
business and strong margins. This will support business valuations
and lender's recovery prospects in line with the Caa1 rating
level.

Moody's also expects positive FCF generation that covers mandatory
annual pre-payments of the TLB as well as compliance with financial
covenants.

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

The ratings could be upgraded if Arvos shows continued track record
of improved operating performance reflected in greater business
diversification and stabilized EBITDA and FCF generation compared
to historical levels. An upgrade would require the maintenance of
at least an adequate liquidity. It would also reflect higher
business valuation with improving lenders' recovery prospects.

The ratings could be downgraded if operating performance
deteriorates reflected in declining order intake, profitability and
negative free cash flow generation after mandatory debt repayments.
A rating downgrade would reflect Moody's expectations of lower
recovery prospects for lenders.

LIQUIDITY

Moody's considers Arvos' liquidity as weak. As of December 2024,
the company's liquidity sources included a cash balance of EUR23
million and EUR3 million availability under the EUR28 million RCF
maturing in May 2027. Arvos also has access to around EUR20 million
in local lines and overdraft facilities with EUR7 million undrawn.

Moody's expects Arvos to generate slightly positive FCF in the next
12-18 months. This will be supported by more than halved interest
payments post completed debt restructuring in 2024 but burdened by
weak current trading. The FCF should cover the EUR4.8 million
annual mandatory installments under the EUR175 million equivalent
TLB. Moody's expects compliance with both the EUR10 million minimum
liquidity covenant and the net leverage covenant, however headroom
has decreased. All instruments mature in 2027.

STRUCTURAL CONSIDERATIONS

Moody's rates Arvos BidCo S.a.r.l's EUR175 million equivalent OpCo
debt maturing in August 2027 (both EUR and USD tranches) as well as
the EUR28 million RCF maturing in May 2027 at Caa1 in line with the
CFR. The instruments rank equally with the company's local
facilities and debts as well as trade payables, pension obligations
and lease claims in the restricted group. The OpCo security package
includes shares and intercompany receivables from operating
subsidiaries and the holding entities. Guarantor coverage is
expected to be above 80% of Arvos' OpCo EBITDA and assets
(excluding Chinese and Indian subsidiaries).

Moody's rates the EUR and USD tranches of the EUR30 million
equivalent HoldCo debt at Arvos Holdco S.a.r.l. two notches below
the CFR at Caa3 reflecting its junior position in the structure.
The instrument is located outside the Arvos OpCo restricted group
with no recourse to the operating company. It pays 0.5% cash
interest p.a. and matures in November 2027.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Manufacturing
published in September 2021.

COMPANY PROFILE

Arvos BidCo S.a.r.l. (Arvos) offers new equipment and aftermarket
services for auxiliary power equipment and industrial heat
exchangers through two divisions: Ljungstrom (LJU) and Schmidt'sche
Schack (SCS). Ljungström focuses on air preheaters (APH) and
gas-gas heaters for thermal power generation facilities, as well as
new products targeting the renewables market, such as offshore wind
tower parts. Schmidt'sche Schack specializes in heat transfer
solutions for various industrial processes, mainly in the
petrochemical industry.

In the last twelve months ending December 2024, Arvos generated
revenues of EUR334 million and a company-adjusted EBITDA of around
EUR52 million. Arvos is a carve-out from Alstom from 2014, owned by
Triton Funds (55%) and a consortium of creditors (45%) following a
debt restructuring in April 2024.

INTELSAT SA: Fitch Keeps 'BB-' IDR on Rating Watch Positive
-----------------------------------------------------------
Fitch Ratings has maintained Intelsat S.A. and Intelsat Jackson
Holdings S.A.'s 'BB-' Issuer Default Ratings (IDRs) on Rating Watch
Positive (RWP). Fitch has also maintained on RWP Intelsat Jackson's
'BB+' with a Recovery Rating of 'RR1' super senior revolving
facilities and its 'BB+'/'RR2' senior secured notes.

Fitch placed the ratings on RWP in May 2024. This followed
Intelsat's announcement that it is being acquired by SES S.A.
(BBB/Stable), which has stronger financial and credit profiles. The
total enterprise value (EV) of the transaction was approximately $5
billion, and it is expected to close in mid-2025, following
completion of regulatory and other customary approvals.

The rating reflects Intelsat's leading scale, reduced debt and
leverage reduction, and increased financial flexibility and
liquidity following accelerated relocation payments and
reimbursements related to C-Band clearing efforts. Challenges
include secular pressure on legacy revenues and increased low earth
orbit (LEO) competition.

Key Rating Drivers

SES Acquisition of Intelsat: The RWP on Intelsat's ratings reflect
SES's stronger credit and financial profiles as well as its
commitment to maintaining investment grade metrics with net
leverage below 3x within 12-18 months after the transaction closes.
SES will acquire 100% of Intelsat's equity for a cash consideration
of $2.6 billion and certain contingent value rights (total EV of $5
billion). The transaction will be financed from existing cash and
the issuance of new debt, including hybrid bonds. The transaction
is subject to completion of all regulatory clearances and is
expected to close in mid-2025.

The combination of SES and Intelsat will create a leading global
satellite operator with strong scale and a multi-orbit, multi-band
constellation that will be better positioned to meet future
competitive threats. The combination will also improve geographic
diversification with a more balanced portfolio spread, spanning
North America (about 47% of pro forma revenues), Europe (28%) and
other markets (APAC, MEA and LATAM: 25%).

Leverage in Mid-to-High 3x: Intelsat quickly reached its target net
leverage of below 3x after receiving $3.7 billion in accelerated
relocation payments (ARPs) associated with Phase II of clearing its
C-Band spectrum. The company used the proceeds to fully repay about
$2.8 billion of a term loan in late 2023. The ARPs and a $1.2
billion reimbursement eliminated the risk of major U.S. wireless
carriers failing to fulfill their obligation to make clearing
payments for the acquisition of C-Band spectrum. Fitch expects
standalone Intelsat's gross leverage to be in the mid-to-high 3x
range over its forecast.

Intelsat received the $1.2 billion of ARPs associated with Phase I
of the clearing plan in December 2021 and January 2022. The FCC's
final order for the C-Band auction provided for ARPs to all C-Band
operators of up to $9.7 billion. Intelsat received $4.87 billion in
two tranches in 2022 (approximately $1.2 billion) and 2023
(approximately $3.7 billion was received ahead of schedule). The
order also provided cost reimbursements of approximately $1.8
billion of which $1.7 billion was received by the end of 3Q'24.

Increased Financial Flexibility: Intelsat has materially enhanced
its standalone financial flexibility through significant debt
reduction, decreasing leverage and increasing cash levels. While
Fitch has not assumed further debt reduction, Fitch expects EBITDA
leverage in the mid-to-high 3x range. However, net leverage is
likely to be significantly lower due to strong liquidity with over
$1 billion of cash levels and full availability of the revolver
over its rating horizon. Fitch projects (CFO-capex)/debt will
average in the low- to mid-single digits over the rating horizon.

Delayed Revenue Realization: Intelsat is facing ongoing pressure on
media and network revenue streams, while its government business
has been relatively stable. Fitch expects commercial aviation (CA)
will drive growth in 2025, as some of the 2024 CA revenue is
expected to shift to 2025 due to electronically steering antennas
(ESA) supply chain issues. EBITDA margins have declined since the
2020 acquisition of Gogo's CA business and expansion of managed
services in the product portfolio. The opportunity to expand
margins will arise as Intelsat consolidates capacity onto its own
satellites in future.

Increased LEO Competition: LEO constellations, particularly
Starlink, continue to add significant capacity to the satellite
industry and take market share in various sub-segments. LEO
constellations have the advantage of lower latency, proving
particularly attractive in certain applications. Fitch expects
Intelsat will mitigate the LEO competitive pressure by continuing
collaborate with LEO providers in its bid to focus on multi-orbit
solutions. Last year, Intelsat announced an expanded partnership
with Eutelsat's OneWeb LEO constellation.

Scale and Contractual Revenue Benefits: Intelsat is one of the
largest fixed satellite service operators, with a fleet of 54
satellites providing service on a global basis. The company's
revenue is derived from customers in media, mobility, network
services and government. Intelsat's backlog was $4.1 billion as of
Sept. 30, 2024. The combined company will benefit from a gross
backlog of EUR9 billion, revenue of EUR3.8 billion, and adjusted
EBITDA of EUR1.8 billion (at the time of transaction close). The
combined fleet with include over 100 geostationary earth orbit
satellites and 26 medium earth orbit satellites.

Moderate Revenue Concentration: Intelsat's 10 largest customers
provided slightly more than 34% of its revenues for the 9M ended
Sept. 30, 2024. No single customer accounted for more than 8% of
revenue in the same period.

Peer Analysis

In the satellite services business, as a provider of communications
infrastructure, Intelsat's peers are Eutelsat Communications S.A.
(B/Negative), Viasat, Inc. (B/Stable), Iridium Communications Inc.
(BB/Stable) and Telesat Canada. Eutelsat and Telesat are the most
directly comparable companies, given that they, along with
Intelsat, are three of the top four global fixed satellite services
providers.

Intelsat has a lower leverage profile compared with Eutelsat and
Viasat. Fitch expects Eutelsat's net leverage to reach above 4.5x.
The company's medium-term target is to reduce net debt/EBITDA
(company-definition) to 3x. Viasat's gross leverage is expected to
be at around mid-4x by FY26 (ending in March). Intelsat is larger
than Eutelsat but smaller than Viasat as the latter acquired
Inmarsat in 2023. Iridium is smaller in scale and has a similar
leverage profile (under 4x through FY2026) but has a stronger
revenue growth profile.

Unlike Intelsat, Eutelsat and Telesat, Viasat provides services
directly to consumers in its satellite services segment, is
vertically integrated as a satellite services provider/manufacturer
and has other business lines. As a result, Viasat's EBITDA margins
are lower than other satellite providers.

Key Assumptions

- 2025 revenue is expected to grow in high single digits largely
due to revenue shifts from 2024 in commercial aviation and
Government segments, offsetting declines in media and network
services segments.

- 2025 EBITDA margins are expected to decline to mid to high 30s
due to higher operating expenses related to ESA terminals as well
as higher third-party capacity costs.

- Capex intensity expected to peak near mid 20s in 2025 due to high
volume of ESA equipment installs.

- No dividends or share buybacks are assumed over the forecast
period.

Recovery Analysis

Intelsat is based in Luxembourg. Fitch classifies Luxembourg in
Group A.

Per Fitch's "Country Specific Treatment of Recovery Ratings
Criteria," for issuers with assets in multiple jurisdictions, an
issuer-specific cap will be derived based on the weighted average
of the caps of the countries where the economic value of that
issuer's business could be realized.

When the country of incorporation of the parent company has a more
restrictive cap than the average of the countries where most assets
are located, the more restrictive cap of the holding company's
jurisdiction would apply only if Fitch believes the recovery
process would be negatively affected, directly or indirectly, by
any legal processes at the parent company level.

Intelsat's assets are largely located in space and cannot be
attributed to any geographic region (with majority of remaining
assets in U.S.) Therefore, Fitch determines the issuer specific cap
based on its country of incorporation, Luxembourg. Since Luxembourg
is in Group A, there are no restrictions or capping of Recovery
Ratings.

Since the revolver is super priority, the senior notes are
considered Category 2 First Liens and capped at RR2 per Fitch's
"Corporates Recovery Ratings and Instrument Ratings Criteria."

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to
Resolution of the Rating Watch

- Fitch expects to resolve the RWP once the transaction is complete
under the announced terms. Fitch will likely equalize the ratings
with SES upon close, assuming high operational and strategic
incentives combined with low legal incentives under Fitch's PSL
criteria.

Independent of the Transaction:

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

- EBITDA leverage sustained above 4.5x, with the higher leverage
stemming from weaknesses in sales/EBITDA, debt-funded shareholder
returns, or a significant increase in capex, leading to increased
debt issuance;

- (CFO-Capex)/Debt sustained below 3%.

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

- EBITDA leverage sustained below 3x, combined with revenue and
EBITDA growth;

- (CFO-Capex)/Debt sustained above 7.5%.

Liquidity and Debt Structure

Intelsat's liquidity is supported by high cash balances and a fully
available $500 million, super priority first-lien senior secured
revolver. Cash balances are strong following receipt of ARPs and
reimbursements for C-Band clearing costs received over 2022-2024
period. Intelsat received $3.7 billion of ARPs in 2023, which was
used, in part, to fully pay down the term loan. The company has
also received a total of $1.7 billion of reimbursements payments
through 3Q'24. With the repayment of the term loan, there is no
significant maturity during its forecast period.

The company emerged with a five-year, $500 million super-priority
first-lien RCF (S+275) maturing in February 2027; a seven-year,
$3.19 billion first-lien term loan B (S+425) maturing in February
2029; and $3 billion of eight-year, 6.5% first-lien notes due in
2030. The term loan was repaid in full in 4Q23. The RCF (undrawn)
matures in 2027. The nearest maturity of the outstanding debt is in
2030 when the senior notes are due

Issuer Profile

Intelsat provides service through a global fleet of 54 satellites
and 66 teleports, covering 99% of the world's populated regions. It
is one of the world's largest satellite communication services
businesses, providing a critical layer in the global communications
infrastructure.

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
   -----------           ------                   --------   -----
Intelsat Jackson
Holdings S.A.      LT IDR BB- Rating Watch Maintained        BB-

   senior
   secured         LT     BB+ Rating Watch Maintained  RR2   BB+

   super senior    LT     BB+ Rating Watch Maintained  RR1   BB+

Intelsat S.A.      LT IDR BB- Rating Watch Maintained        BB-



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

HBX GROUP: Moody's Assigns First Time 'Ba3' CFR, Outlook Stable
---------------------------------------------------------------
Moody's Ratings has assigned a Ba3 long-term Corporate Family
Rating and a Ba3-PD Probability of Default Rating to HBX Group
International plc (HBX Group or the company). Concurrently, Moody's
have assigned Ba3 ratings to the EUR600 million backed senior
secured term loan B due 2032 and the EUR400 million backed senior
secured revolving credit facility due 2030. The outlook is stable.

Proceeds from the new senior secured term loan B together with a
new EUR600 million senior secured term loan A, the EUR725 million
primary proceeds of the company's Initial Public Offering (IPO)
completed in early February 2025 and EUR136 million cash on balance
were used primarily to repay the previous senior secured facilities
outstanding of around EUR1.75 billion. The remainder of the
proceeds, around EUR300 million, were used to pay for bonuses,
deferred sale consideration and transaction costs.

RATINGS RATIONALE

The rating action considers the significant reduction of financial
debt and greater clarity on financial policy. HBX Group repaid
around EUR550 million of gross debt, facilitated by the IPO of the
company in early February 2025. Pro forma for the debt reduction,
Moody's-adjusted debt decreased to EUR1.2 billion from EUR1.77
billion and Moody's-adjusted leverage improved to 3.3x in the
fiscal year that ended September 2024 (fiscal 2024), a level
commensurate with the Ba3 rating. Additionally, pro forma
Moody's-adjusted free cash flow (FCF) before working capital
inflows / debt was in excess of 10% during fiscal 2024. Moody's
expects metrics to improve due to EBITDA growth and significantly
lower interest expenses.

Together with its IPO, the company's financial policy became
clearer and Moody's deems it to be commensurate with a Ba3 rating.
HBX Group's financial policy will encompass a 20% dividend pay-out
ratio, while the remainder of the company's strong FCF generation
will be used to pursue potential bolt-on acquisitions and further
shareholder distributions in the form of special dividends of share
buybacks. Moody's expects that any larger acquisition that would
necessitate external funding would partially be supported by equity
raise.

HBX Group's rating is also supported by its solid performance since
the pandemic; its leading market position in a fragmented industry
with opportunities to be a consolidator; and diversification in
terms of customers, hotel suppliers, and source and destination
geographies. Concurrently, the Ba3 CFR is constrained by the
company's still relatively weak credit metrics; a competitive
accommodation distribution market and risks of disintermediation;
limited scale relative to higher rated peers; risks from exogenous
shocks (for example, pandemics and terrorism); and cybersecurity
threats and system disruptions.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that HBX Group
will be able to continue growing in a consolidating market and its
credit metrics will remain commensurate with Moody's expectations
for the Ba3 rating.

LIQUIDITY

HBX Group has very good liquidity. Pro forma for the transaction,
as of September 30, 2024, the company had EUR950 million of
liquidity, consisting of EUR550 million of cash on balance and a
new fully undrawn EUR400 million backed senior secured revolving
credit facility (RCF). FCF generation of above EUR230 million in
fiscal years 2025 and 2026 support the rating agency's liquidity
assessment. Liquidity sources are ample to cover the expected
intra-year working capital swings (estimated below EUR350
million).

STRUCTURAL CONSIDERATIONS

The rating of the EUR600 million backed senior secured Term Loan B
due 2032 is in line with the CFR at Ba3, because all financial
instruments on the company's capital structure rank pari passu. HBX
Group's capital structure consist of, in addition to the Term Loan
B, a EUR600 million backed senior secured term loan A due 2030 and
a EUR400 million senior secured RCF maturing in 2030.

COVENANTS

Moody's have reviewed the marketing draft terms for the new credit
facilities. Notable terms include the following:

Guarantor coverage will be at least 80% of consolidated EBITDA
(determined in accordance with the agreement) of companies in
England and Wales, Spain, Switzerland and the USA, and include all
companies in those jurisdictions representing 10% or more of
consolidated EBITDA. Only companies incorporated in the England and
Wales, Spain, Switzerland and the USA will be required to provide
guarantees. Security will be granted by HBX Group International plc
over key shares and intra-group receivables.

Unlimited pari passu debt is permitted to be incurred by the
borrower and guarantors up to a senior secured net leverage ratio
(SSNLR) of 3.0x, with no separate restriction on junior debt.
There is no leverage-based restriction on the paying of dividends
or the making of acquisitions. Prepayment of disposal proceeds is
required where total net leverage of 2.5x or higher, subject to
certain carve outs and baskets.

The agreement contains a financial maintenance covenant for the
benefit of the RCF and Facility A only, tested half-yearly starting
with September 30, 2025, set at 4.50x total net leverage for the
first three relevant periods tested, and 4.0x thereafter.

Adjustments to consolidated EBITDA include the full run rate of
cost savings and synergies, capped at 25% of consolidated EBITDA
and believed to be realisable within 18 months.

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

Positive rating pressure could develop if the company improves
scale through sustained revenue and EBITDA growth reflecting a
resilient solid competitive position; Moody's-adjusted leverage
improves to well below 3.0x; and Moody's-adjusted FCF/debt improves
towards 20%; all on a sustained basis. Any positive rating action
would also consider a review of market dynamics and additional
financial policy clarity.

Negative rating pressure could develop if the company's revenue and
EBITDA development is weaker than expected, or financial policy
decisions are such that Moody's-adjusted leverage weakens towards
4.0x; Moody's-adjusted FCF/debt falls towards 10%; or
Moody's-adjusted EBITA margin worsens as a reflection of a weaker
competitive position, all on a sustained basis; or if the company's
liquidity deteriorates significantly.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

HBX Group's recent IPO in the Spanish Stock Exchanges in
combination with a more clear and prudent financial policy was an
important governance consideration for the rating action.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

HBX Group is a leading independent business-to-business (B2B)
travel tech company with a strong global footprint. The company
offers a network of interconnected travel tech products and
services to partners such as travel agencies, tour operators, or
hotels. Through its accommodation business, the company distributes
hotel rooms to the travel industry across more than 170 countries.
Additionally, the company also distributes mobility and experiences
(e.g., transfers, car rentals and activities) on a B2B basis, and
operates a range of travel tech related ventures (e.g., Hoteltech,
Fintech). The company listed in the Spanish Stock Exchanges in
February 2025. Funds advised by Cinven, Canada Pension Plan
Investment Board and EQT AB still own the majority of the company.

During the company's fiscal year that ended September 30, 2024, HBX
Group reported revenue of EUR693 million and company-adjusted
EBITDA of EUR397 million.

OBRASCON HUARTE: Moody's Upgrades CFR to B3, Outlook Stable
-----------------------------------------------------------
Moody's Ratings has upgraded the corporate family rating of
Obrascon Huarte Lain S.A. ("OHLA") to B3 from Caa2 and the
probability of default rating to B3-PD from Caa2-PD. Concurrently,
Moody's upgraded the instrument rating on the existing backed
senior secured notes, issued by subsidiary OHL Operaciones S.A.U.,
to B3 from Caa2. The outlook on both entities is stable.
Previously, the CFR, PDR, and backed senior secured notes ratings
were placed on review for upgrade. This rating action concludes the
review for upgrade initiated in February 19, 2025.

RATINGS RATIONALE

The ratings upgrade reflects OHLA's strengthened and more
sustainable capital structure post-recapitalisation in February
2025. Moody's-adjusted debt/EBITDA declined to 2.5x for the 12
months to December 2024 on a pro forma basis, from 3.5x on an
actual basis. The company extended its debt maturity profile to
December 2029 from March 2026 and fully repaid and cancelled the
EUR40 million ICO-backed bank loan due in March 2025. In addition,
it established new debt baskets to enhance financial flexibility
and support intra-year working capital swings.

However, despite the strong leverage metrics and improved
liquidity, the B3 rating also incorporates the volatile cash flow
generation over the last years with recent positive free cash flow
generation in the last two years largely driven by significant
working capital releases. The rating is also limited by the
company's complex structure with large investments in concession
joint ventures that necessitate continued cash injections. A
considerable portion of reported cash (EUR346 million as of
December 2024) is tied up in these joint ventures and is thus
considered restricted, as it's not necessarily immediately
available. In addition, OHLA relies on relatively restrictive
bonding lines. The B3 rating also takes into consideration a weak
track record of addressing upcoming debt maturities in a timely
manner.

The upgrade still recognizes the company's improved liquidity
profile, with access to EUR75 million net cash proceeds from the
recapitalisation transaction and EUR90 million net proceeds from
the favorable Doha metro stations' arbitration ruling. Furthermore,
the new shareholder publicly committed to EUR50 million in
subordinated convertible notes with a 6-year maturity, providing
additional liquidity support.

OHLA's B3 CFR also assumes that the company's strategic focus on
smaller, less complex, and profitable projects will drive steady
revenues and earnings growth going forward. This expectation is
underpinned by high-visibility from the substantial order backlog
of EUR8.5 billion (equivalent to 23.7 months of sales) and the
expanding order intake with a 1.3x book-to-bill ratio.

RATIONALE OF THE OUTLOOK

The stable outlook reflects Moody's expectations that OHLA will
sustain resilient leverage around 2.5x and robust interest coverage
between 2.5x and 3.0x over the next 12-18 months. In addition, the
outlook assumes that OHLA will maintain solid liquidity and adhere
to disciplined financial policies featuring prudent project bidding
and a continued focus on smaller projects within the resilient
public infrastructure sector in regions where it has established
strong business acumen.

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

The ratings could be upgraded if OHLA enhances its liquidity
through consistent positive free cash generation and maintains
disciplined financial policies. This includes timely addressing the
maturity of senior secured notes and ensuring continued access to
bonding lines essential for ongoing operations by adhering to the
required terms and conditions for their maintenance and extension.

Conversely, the ratings could be downgraded if the liquidity
materially deteriorates due to consistent negative free cash flow
or substantial investments in concessions. Additional negative
rating pressure could arise from a weakening of operating
performance or a failure to secure an extension of bonding lines.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Governance considerations are material to the rating action, given
the improved capital structure and liquidity profile
post-recapitalisation. Effective management of risks related to the
maintenance and extension of bonding lines will be crucial, given
their importance in ensuring business continuity.

LIQUIDITY

OHLA has strengthened its liquidity profile over the past year,
alleviating the pressure to execute its disposal pipeline for
refinancing purposes.  The current rating with a stable outlook
assumes that OHLA will maintain an adequate liquidity profile over
the next 12 to 18 months at least, supported by large cash balances
(excluding cash held at joint ventures and associates, which is not
readily available). The company has access to liquidity buffers,
including EUR50 million allowed revolving credit facilities for
working capital purposes and new shareholder commitment to up to
EUR50 million subordinated convertible notes.

The company has no significant debt maturities prior to December
2029, when its senior secured notes become due.

STRUCTURAL CONSIDERATIONS

OHLA's capital structure consists of EUR328 million outstanding
backed senior secured notes due in December 2029, issued by OHL
Operaciones S.A.U., an indirect wholly subsidiary of OHLA. The
backed senior secured notes are rated in line with the CFR. OHLA's
PDR of B3-PD remains in line with its CFR, reflecting Moody's
standards assumption of 50% family recovery rate.

The backed senior secured notes are guaranteed by operating
subsidiaries that generate at least 90% of the group's revenue.
However, the security package is limited to customary pledge over
shares in certain subsidiaries, certain bank accounts, and
intercompany receivables. Hence, in Moody's Loss Given Default for
Speculative-Grade Companies (LGD) waterfall, they rank pari passu
with unsecured trade payables, short-term lease liabilities, and
other bank debt at the level of the operating entities.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Construction
published in September 2021.

CORPORATE PROFILE

Headquartered in Madrid, Obrascon Huarte Lain S.A. (OHLA) is one of
Spain's leading construction groups. The group's activities include
its core engineering and construction business (including the
industrial division); and the development of concessions in
identified core markets in Europe, North America and Latin America.
In 2024, OHLA generated around EUR3.7 billion in sales and EUR142
million in company-reported EBITDA (both excluding the Services
division).

As of March 2025, OHLA's principal shareholders are the Mexican
Amodio family (21% stake) along with José Elias Navarro (10%
stake) and Andrés Holzer (8% stake). The remaining shares are in
free float, traded on the Spanish Stock Exchanges.

PAX MIDCO: Moody's Affirms 'B3' CFR, Outlook Remains Stable
-----------------------------------------------------------
Moody's Ratings has affirmed Pax Midco Spain (Areas or the
company)'s B3 corporate family rating, its B3-PD probability of
default rating and the B3 rating on the EUR175.7 million senior
secured revolving credit facility (RCF) maturing in June 2029
borrowed by Financiere Pax S.A.S. Concurrently, Moody's have
assigned a new B3 rating to the EUR1,435 million senior secured
term loan maturing in December 2029 borrowed by Financiere Pax
S.A.S. The outlook on both entities remains stable.

The new B3 rating on the EUR1,435 million senior secured term loan
follows the recent repricing and EUR50 million upsizing of Areas'
existing term loan via a new tranche of debt.

"The CFR affirmation reflects Moody's expectations that the company
will continue to sequentially strengthen its credit metrics over
the next 12-18 months, thus achieving a solid positioning in its
rating category", says Sarah Nicolini, a Moody's Ratings Vice
President – Senior Analyst and lead analyst for Areas.

RATINGS RATIONALE

The company reported solid fiscal 2024 results (ending September),
with revenue and profit growth, driven by good performance in most
transport hubs, a disciplined pricing strategy and tight cost
control. As a consequence, the company's Moody's adjusted
debt/EBITDA further reduced to 5.2x, from 6.1x in fiscal 2023.
However, its Moody's adjusted free cash flow (FCF) was negative,
owing to higher capital expenditure, and its Moody's adjusted
EBITA/ interest was weak, at 0.8x, as a result of the higher
interest expenses following the debt maturity extension completed
in March 2024.

Over the next 12-18 months, Moody's expects Areas to sequentially
strengthen all its credit metrics which will solidly position Areas
in the B3 rating category. Moody's anticipates that revenue and
profit will continue to growth, supported by price increases,
ongoing cost control and the ramp up of new concessions. This will
translate into a reported EBITDA margin recovering to pre-covid
levels, at around 10.7%, and into a Moody's adjusted EBITDA margin
above 24%, compared to 23% in fiscal 2024.

As profitability improves, Moody's expects the company's Moody's
adjusted FCF will turn positive over the next 12-18 months,
supported also by optimisation of capital expenditure that Moody's
expects to be maintained at around EUR100 million per year
(excluding IFRS16 adjustments).

Concurrently, Moody's expects that Areas' Moody's adjusted EBITA/
interest will increase to around 1.3x over the same period, driven
by the higher profitability and lower interest expenses, following
also the repricing completed in February this year, which reduced
the term loan margin by 100bps. Moody's also anticipates that
Areas' Moody's adjusted debt/EBITDA will decrease progressively
towards 4x in the next 12-18 months.

Areas' B3 rating continues to be supported by its leading market
positioning in key European countries and a growing presence in the
US, its high barriers to entry and its diversification across main
transport hubs.

At the same time, the B3 rating is constrained by the elevated
capital expenditure to renew concessions, the modest free cash flow
generation, the high operating costs and concessions fees and some
exposure to discretionary spending and consumer confidence.

LIQUIDITY

Areas' liquidity is adequate. The company ended fiscal 2024 with
EUR170 million of cash and had a fully available EUR175.7 million
senior secured RCF. Some RCF drawings might be possible on a
temporary basis, as a consequence of the seasonality of the
business. Moody's expects the company to comply with the springing
net leverage covenant attached to the RCF, which is set at 10.7x
and will only be tested if the RCF is at least 40% utilised.

Moody's expects the company's FCF to turn positive over the next
12-18 months, as a result of tight control over capital
expenditure. Following the debt maturity extension completed in
March 2024 and the subsequent upsizing of the term loan in July
2024 and February this year, the company has no debt maturity
before June and December 2029, when the RCF and the term loan will
respectively mature.

STRUCTURAL CONSIDERATIONS

The senior secured credit facilities, comprising the EUR1,435
million term loan and the RCF, are rated B3, at the same level of
the CFR. They benefit from first-ranking transaction security over
shares, bank accounts and intragroup receivables of significant
subsidiaries. Moody's typically view debt with this type of
security package as akin to unsecured debt. However, they also
benefit from upstream guarantees from operating companies,
accounting for at least 80% of consolidated EBITDA.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectations that Areas will
continue to strengthen its credit metrics, with its Moody's
adjusted EBITA/interest improving to around 1.3x and its FCF
turning positive over the next 12-18 months.

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

Upward rating pressure could develop if the company continues to
grow its profitability and demonstrates a track record of
sustainably positive free cash flow generation. At the same time,
positive pressure would also require Moody's-adjusted
EBITA/interest to increase towards 1.5x, liquidity to be solid and
Moody's-adjusted debt/EBITDA to trend well below 4.5x on a
sustainable basis.

Downward rating pressure could arise if liquidity weakens or if the
capital structure is unsustainable. Quantitatively, rating pressure
could be manifested by persistently negative free cash flow
generation, Moody's-adjusted EBITA/ interest decreasing below 1x or
Moody's-adjusted debt/EBITDA remaining above 5.5x on a sustained
basis.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Restaurants
published in August 2021.

COMPANY PROFILE      

Areas, headquartered in Spain, is a leading operator of food and
beverage concessions in travel hubs such as airports, train
stations and motorway service areas. The company had EUR2,216
million revenue in fiscal 2024 and has been owned by PAI Partners
since 2019.



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

HAZEL RESIDENTIAL: S&P Puts Prelim B-(sf) Rating to RFN-Dfrd Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to Hazel
Residential PLC's class A to F-Dfrd and RFN-Dfrd notes. At closing,
the issuer will also issue unrated class Z notes.

Hazel Residential is an RMBS transaction securitizing a portfolio
of owner-occupied (95.8%) and buy-to-let (BTL) (4.2%) mortgage
loans secured against properties in the U.K.

The loans in the pool are mainly legacy loans (61%) originated
before 2014 by Santander UK PLC. Although the loans were originated
as prime, there are some nonconforming characteristics to the pool.
The pool has a low current indexed loan-to-value (LTV) ratio of
49%, which is less likely to incur loss severities if the borrower
defaults.

The collateral has a significant exposure to owner-occupied
mortgages advanced to self-employed borrowers (27.4%) and
first-time buyers (25.5%), as well as borrowers with a high
loan-to-income ratio (42.7%) and exposure to interest-only loans
(42.7%). Moreover, of the loans in the pool in arrears by more than
three month, 80.43% have a payrate above 70%.

Most (75.45%) of the assets within the preliminary pool pay an
initial fixed interest rate and then revert to paying a standard
variable rate or the Bank of England Base Rate plus a contractual
margin.

The transaction embeds some strengths that may offset deteriorating
collateral performance. Given its sequential amortization, credit
enhancement is expected to build-up over time. The existence of
both a liquidity general reserve and liquidity funds may, to a
certain extent, insulate the notes against credit losses and
liquidity stresses. In addition, the interest rate swap mitigates
the effect on note coupon payments from rising daily compounded
SONIA (Sterling Overnight Index Average) rates that they are linked
to.

Based on S&P's initial analysis, it does not anticipate any rating
constraints under its counterparty, operational risk, or structured
finance sovereign risk criteria.

  Preliminary ratings

             Prelim
  Class      rating     Preliminary class size (%)

  A          AAA (sf)      89.00
  B-Dfrd*    AA (sf)        3.25
  C-Dfrd*    A (sf)         3.00
  D-Dfrd*    BBB (sf)       2.25
  E-Dfrd*    BB+ (sf)       1.00
  F-Dfrd*    B (sf)         1.00
  RFN-Dfrd   B- (sf)        1.50
  Z          NR             0.50
  Residual Certs   NR        N/A

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


SEPLAT ENERGY: Fitch Assigns B-(EXP) Rating to New Sr. Unsec. Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Seplat Energy Plc's (Seplat) proposed
senior unsecured notes an expected rating of 'B-(EXP)'. The
Recovery Rating is 'RR4'. The assignment of the final rating is
contingent on the receipt of final documents conforming to
information reviewed.

Seplat will use the proceeds to repay its existing USD650 million
senior unsecured notes due April 2026 and pay transaction fees and
expenses, leaving its leverage unchanged. The proposed notes will
mature in 2030, thereby extending the group's debt maturity
profile. The pricing of the notes may reduce funding costs.

The notes are rated in line with Seplat's 'B-' Long-Term Issuer
Default Rating, which is on Positive Outlook. The Positive Outlook
reflects that an upgrade of Nigeria's Long-Term IDR (B-/Positive)
could result in an upward revision of the Country Ceiling, which
would no longer constrain Seplat's Long-Term IDR at the current
level.

Key Rating Drivers

Country Risk Drives Rating: Seplat continues to source all its
production from Nigeria. Under the Central Bank of Nigeria's
regulation, export revenues must be transferred to domestic
accounts within 90 days of receipt. The company sends export
proceeds to domestic accounts before they are repatriated to
offshore accounts, typically after 24 hours. Combined with Seplat's
exposure to the operating environment in Nigeria, this constrains
the company's rating at Nigeria's Country Ceiling of 'B-'.

Completion of Acquisition: Fitch views the completion of the MPNU
acquisition in December 2024 as beneficial for Seplat's business
profile. It strengthens Seplat's business profile by diversifying
into offshore operations and adding 71,400 barrels of oil
equivalent per day (boed) in hydrocarbons production, along with
409 million barrels of oil equivalent (mmboe) of 2P reserves, of
which 80% are oil reserves. Combined production amounted to around
120,000boed, and 2P reserves reached 887mmboe, indicating a 2P
reserve life of around 20 years pro-forma as of June 2024.

Moderate Leverage: The material EBITDA contribution from the
acquired assets means Fitch expects EBITDA net leverage to remain
below 2.0x in 2025-2027. Its assumption captures potential
contingent payments by Seplat of up to USD300 million by 2026, of
which USD43 million has already been settled.

Gas Business Bolsters Stability: Seplat's gas production was around
19,621boed in 2024, or 36.8% of its total hydrocarbon volumes. The
regulated gas price under the domestic supply obligation for power
generation, which accounts for around 30% of Seplat's gas volumes,
has been revised to USD2.42 per thousand cubic feet (kcf), from
USD2.18. Seplat sells the rest of its gas to commercial companies
at higher contract prices, which offset fluctuations in regulated
prices and resulted in stable realised prices of above USD2.9/kcf
in 2023 and USD3.06/kcf in 2024.

ANOH JV: Seplat commissioned its 50:50 joint venture, ANOH, with
Nigerian Gas Company Limited in May 2024. The ANOH JV operations
involve the development and production of natural gas and
associated products from the ANOH field in Nigeria. The facility
has a capacity of 300mmcf/d and is planned to start in 2025. Once
fully operational, Fitch expects it to generate additional
dividends for Seplat.

Peer Analysis

Following the completion of the MPNU acquisition, Seplat's scale
increased up to around 120,000 boed and its reserve base rose to
887mmboe from 478mmboe on a 2P basis. This yielded a reserve life
above 20 years pro-forma as of June 2024. Its cost structure will
increase to USD15/boe from USD10/boe, driven by the higher
operating costs of the offshore assets.

Following divestitures, Energean plc's (BB-/Stable) scale
(2023:123,000boed) is now comparable with Seplat's
post-acquisition. Both Energean and Seplat benefit from a long
reserve life of over 18 years on a 2P basis and 2024 pro-forma
guidance production. However, Seplat will have higher production
costs at USD15/boe versus USD9.5/boe for Energean.

Seplat has a bigger reserve base, higher reserve life, and stronger
credit metrics than Kosmos Energy Ltd.(B+/Stable). These strengths
are offset by Kosmos's more diversified asset base and more stable
operating environment compared with Seplat's high exposure and
concentration on areas characterised by geopolitical and security
risk.

Key Assumptions

- Brent oil price in line with Fitch's price deck

- Average realised gas price of USD2.95/kcf in 2025 and USD2.8/kcf
in 2026- 2027

- EBITDA contribution of new assets from MPNU to start in 2025

- Upstream production ramping up to 146,000 boed in 2026 from
around 47,800 boed in 2023

- Dividends of about USD100 million in 2024 and USD200 million a
year in 2025-2027

Recovery Analysis

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

- Seplat's post-reorganisation GC EBITDA is estimated at USD625
million, based on its post-acquisition asset base, which assumes a
decline in EBITDA, due to risks associated with hydrocarbon-price
volatility, unplanned downtime or other adverse factors, followed
by a modest recovery including corrective actions

- Fitch has applied a 4x multiple to GC EBITDA to calculate its
enterprise value (EV), reflecting the risks associated with the
operating environment in the Niger Delta region

- Its waterfall analysis assumes Seplat's USD350 million senior
secured revolving credit facility (RCF), USD49.5 million Westport
reserve-based lending facility, and USD40 million Westport offtake
facility are fully drawn and rank senior to Seplat's proposed
USD650 senior unsecured notes

- After deducting 10% for administrative claims, Fitch's analysis
resulted in a waterfall- generated recovery computation (WGRC) for
the senior unsecured notes in the 'RR4'band, indicating a 'B-'
instrument rating. The WGRC output percentage on current metrics
and assumptions is 50%

RATING SENSITIVITIES

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

- A downgrade of Nigeria's rating

- EBITDA net leverage sustained above 3.5x (4.0x post-
acquisition)

- Longer-than-forecast downtime as a result of unforeseen events,
resulting in a material loss of production

- Failure to maintain sufficient liquidity to absorb potential
pipeline downtime shocks

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

- An upgrade of Nigeria' s sovereign rating or consistent record of
Seplat' s offshore structural enhancements

- A meaningful diversification of operations to countries with a
more favourable operating environment than Nigeria while
maintaining strong credit metrics

- EBITDA net leverage consistently below 2.5x, (which Fitch will
relax to 3.0x following the completion of MPNU to reflect a
stronger business profile)

- Adequate liquidity post-acquisition closure and clear refinancing
path

Liquidity and Debt Structure

Liquidity remains adequate. Seplat had USD469.9 million of cash at
end-2024, of which USD337 held onshore. Its USD350 million
committed RCF was fully drawn. The facility has a legal maturity in
June 2025, but will automatically be extended to December 2026 once
the company completes the refinancing of its USD650 million senior
notes due in April 2026. Pre-dividend FCF is expected to be around
USD100 million on average over the next three years and provides
for some financial flexibility in addressing future debt
repayments.

Date of Relevant Committee

23 October 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

Seplat has an ESG Relevance Score of '4' for Human Rights,
Community Relations, Access & Affordability due to its focus on
upstream operations in the troubled Niger Delta region, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

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

   Entity/Debt             Rating                   Recovery   
   -----------             ------                   --------   
Seplat Energy Plc

   senior unsecured     LT B-(EXP) Expected Rating    RR4

TEI LIMITED: Teneo Financial Named as Administrators
----------------------------------------------------
Tei Limited was placed into administration proceedings in the High
Court of Justice Business and Property Courts in Leeds, Insolvency
& Companies List (ChD) Court Number: CR-2025-000236, and Kristian
Shuttleworth and Clare Boardman of Teneo Financial Advisory Limited
were appointed as administrators on March 7, 2025.  

Tei Limited specialized in construction activities.

Its registered office is at c/o Teneo Financial Advisory Limited,
The Colmore Building, 20 Colmore Circus Queensway, Birmingham, B4
6AT

Its principal trading address is at Unit 21 Power Park, Calder Vale
Road, Wakefield, WF1 5PE.

The joint administrators can be reached at:

         Kristian Shuttleworth
         Clare Boardman
         Teneo Financial Advisory Limited
         The Colmore Building
         20 Colmore Circus Queensway
         Birmingham, B4 6AT

For further details, contact:

         The Joint Administrators
         Tel No: 0121 619 0120
         Email: teicreditors@teneo.com

Alternative contact: Tel: 0113 396 0166


TRAVIS PERKINS: Fitch Affirms 'BB+' Long-Term IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Travis Perkins Plc's Long-Term Issuer
Default Rating (IDR) at 'BB+' with a Stable Outlook.

The rating affirmation and Stable Outlook reflect Travis Perkins'
strong cash-preservation measures, which have helped offset weak
profit margins in a challenging trading environment, resulting in
adequate financial structure and flexibility for the rating.

Fitch expects the company's EBITDA to recover only marginally in
2025, with more substantial growth coming in 2026-2027. However,
Fitch expects free cash flow (FCF) to remain weak for the rating,
while leverage is projected to remain within its rating
sensitivities at 2.4x-2.7x. Further underperformance in trading in
early 2025 may lead to a negative rating action.

Key Rating Drivers

Market Remains Challenging: Travis Perkins underperformed its
expectations for 2024, with a Fitch-adjusted EBITDA of around
GBP205 million, compared with its prior expectation of GBP236
million. Weak consumer spending, low housebuilding activity, and
commodity price deflation all contributed to depressed earnings for
the group, with a Fitch-adjusted EBITDA margin at 4.5%, which is
below its 5% negative rating sensitivity.

In the near term, Fitch expects the trading environment to remain
challenging as activity across core markets remains weak. However,
for 2H25 and 2026, Fitch expects trading conditions to improve,
underpinned by gradually reducing interest rates and as new
homebuilding activity picks up, supported by recent government
reforms.

Adequate Leverage: Fitch anticipates EBITDAR net leverage to remain
at 2.7x at end-2025, which is close to the negative leverage
sensitivity of 3x, and to gradually decrease thereafter. Similarly,
EBITDAR fixed charge coverage, which was 2.5x for 2024, is likely
to have little headroom until after 2025.

Strong Cash Flow Management: Travis Perkins has a record of
implementing cash-saving measures effectively. Its forecast
incorporates a low base capex, in line with the company's guidance,
continued working capital optimisation from inventory management,
and continuing low dividends for at least 2025. The ability to
proactively maintain their FCF generation and selectively dispose
of assets in times of stress is a factor supporting the Stable
Outlook.

Toolstation Improving: After having struggled to make Toolstation
Europe profitable, the company disposed of its loss-making
Toolstation France in 2024 and is now focused on getting the
remaining part, Toolstation Benelux, towards break-even, which
Fitch projects to happen by 2027. The Toolstation UK stores
meanwhile are maturing and improving their profitability, which
Fitch expects to continue in 2025, despite the difficult trading
environment.

Market Leader in UK: Travis Perkins is the UK's largest distributor
of building materials to the building, construction and
home-improvement markets, with about 1,500 stores. It is well
positioned to benefit from a market recovery. Its scale and
market-leading position provide economies-of-scale advantages over
its direct competitors, which are mostly smaller independent
outlets.

Geographic Concentration: Travis Perkins' business is heavily
concentrated in the UK, unlike its more diversified peers such as
Winterfell Financing S.a.r.l. (Stark; B-/Stable), which has
exposure to several countries. The lack of geographical
diversification is a rating constraint. Its announced exit from
France will further reduce its diversification.

Cyclical Business: Travis Perkins is exposed to the cyclical UK
construction and housebuilding sectors, a weakness that has been
reflected in the halving of EBITDA margins between 2021 and 2024.
At the same time, Fitch believes that underlying demand drivers
remain robust amid an ageing and scarce UK housing stock. The
government's various sustainability targets should also drive
increased investment in housing, including in energy efficiency.
This should support the recovery of the company's trading
performance over time.

Peer Analysis

Travis Perkins' core merchanting division operating margin at 4.3%
in 2024 is below that of other distribution businesses, such as
direct competitors Grafton plc and Ferguson plc, which are more
geographically diversified.

Travis Perkins' forecast EBITDA margin (4.5%-6% over 2025-2027)
compares favourably with that of Nordic buildings materials
distributor Winterfell Financing S.a.r.l. (Stark, B-/Stable; around
2%-5%), due to the latter's greater focus on heavy building
materials. Quimper AB (B+/Stable), a Nordic distributor of
installation products, tools and suppliers, is similar in size and
has a higher EBITDA margin of above 9%. Quimper also demonstrates
stronger underlying FCF generation than Travis Perkins. However,
its EBITDA leverage is more than 2.0x higher than Travis Perkins',
which alongside a more aggressive financial policy, explains the
three-notch difference between the ratings.

DIY retailer Kingfisher plc's (BBB/Stable) business profile is
supported by greater scale, geographical diversification, higher
margin and lower leverage, which leads to its rating being two
notches higher than Travis Perkins'.

Key Assumptions

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

- Sales growth of 4% in 2025, with core merchanting division up 4%
(volume 3%, prices 1%) and Toolstation up 6%

- Sales to grow 4%-6% in 2026-2027, driven by a gradual recovery in
domestic renovation maintenance and improvement volumes and
construction activity, supported by gradually falling interest
rates

- Toolstation UK sites to increase by 15 stores a year between 2025
and 2027, and no expansion in Toolstation Benelux as the company
conducts its strategic review

- EBITDA margin to remain under pressure at 4.7% in 2025 (2024:
4.5%) before recovering gradually to 6% in 2028, as merchanting
volumes recover and the Toolstation portfolio matures

- Base capex spend at around GBP100 million in 2025, and gradually
recovering to GBP130 million a year by 2027. Overall capex,
including property spend, at 2%-2.5% of annual sales in 2025-2027

- Working capital cash outflows of around GBP20 million in 2025,
and GBP25 million-GBP35 million a year over 2026-2027

- Bolt-on M&A of GBP10 million a year in 2026-2027, offset by
selective store disposals

- Dividend payments at GBP40 million in 2025 and normalising
towards GBP60 million-GBP75 million a year by 2026-2027

RATING SENSITIVITIES

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

- A sharp EBITDA decline due to even slower recovery of volumes or
an inability to adjust the cost base, with EBITDA margin below 5%,
or declining share in core segments

- Neutral or volatile FCF generation

- EBITDAR net leverage above 3.0x

- EBITDAR fixed-charge coverage below 2.5x for an extended period

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

- Improvement in profitability, with an EBITDA margin sustained
above 6.5%, underpinned by market-share gains or diversification
benefits

- At least low single-digit positive FCF margins

- A conservative financial policy sustaining EBITDAR net leverage
comfortably below 2.0x

- EBITDAR fixed-charge coverage at or above 3x

Liquidity and Debt Structure

With earnings set to remain under pressure in 2025, Fitch expects
Travis Perkins to remain in cash preservation mode, undertaking
limited capex and dividends distributions and optimising working
capital to maintain stable cash balances. Fitch expects its
year-end cash balances to remain between GBP170 million and GBP210
million in 2025-2028, after restricting GBP50 million for
working-capital seasonality.

Travis Perkins´s cash on balance sheet of GBP169 million is
supported by its GBP375 million fully undrawn revolving credit
facility, as of end-September 2024, which matures in November
2028.

At end-September 2024, Travis Perkins reported gross debt of GBP425
million, which included a GBP250 million bond maturing in February
2026, GBP100 million of US private placement notes (three tranches
maturing between 2029 and 2031), and a bilateral loan of GBP75
million maturing in November 2027.

Issuer Profile

Travis Perkins is the UK's largest distributor of building
materials to the building, construction and home improvement
markets. It serves a full range of building material customers in
the UK from around 1,500 branches, including 170 in Europe.

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
   -----------               ------         --------   -----
Travis Perkins Plc     LT IDR BB+ Affirmed             BB+
                       ST IDR B   Affirmed             B

   senior unsecured    LT     BB+ Affirmed    RR4      BB+


                           *********


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-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2025.  All rights reserved.  ISSN 1529-2754.

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