On July 7, 2020, Marcel Lux IV Sarl (SUSE) agreed to acquire open source container management platform provider Rancher Labs for $530 million. We anticipate the majority debt-funded acquisition will significantly increase SUSE's adjusted leverage to about 7.5x in 2021, partly offset by the company's strong cash flow and improved growth prospects. We are therefore revising our outlook to negative from stable and affirming our ratings, including our 'B' long-term issuer credit rating, on SUSE. We are also assigning our 'B' issue rating and '3' recovery rating to the proposed $300 million first-lien term loan. The negative outlook reflects the limited headroom under the rating over the next 12 months, in light of weaker credit metrics compared with 'B' rated