/raid1/www/Hosts/bankrupt/TCREUR_Public/211217.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Friday, December 17, 2021, Vol. 22, No. 246

                           Headlines



G E R M A N Y

THYSSENKRUPP AG: S&P Alters Outlook to Stable, Affirms 'BB-' Rating


I R E L A N D

AVOCA CLO XX: Moody's Affirms B2 Rating on EUR13.5MM Cl. F Notes
CVC CORDATUS XXII: Moody's Assigns B3 Rating to EUR13.2MM F Notes
DRYDEN 79 2020: Moody's Gives (P)B3 Rating to EUR16.5MM F-R Notes


I T A L Y

CARTESIO SRL 2003-1: Moody's Upgrades Rating on 3 Tranches to Ba1


M O N T E N E G R O

KAP: Montenegro May Consider Takeover of Production Operations


R U S S I A

ROSGOSSTRAKH PJSC: S&P Places 'BB+' LT ICR on Watch Negative


S P A I N

INTERNATIONAL PARK: Moody's Ups CFR to B3, Alters Outlook to Stable


U N I T E D   K I N G D O M

CINEWORLD: Ordered to Pay US$957MM in Damages to Cineplex
HARBOUR NO.1: S&P Assigns CCC-(sf) Rating to Class G-Dfrd Notes
JSK & SJK: Director Agrees to Disqualification Undertaking
LERNEN BIDCO: Moody's Upgrades CFR to B3, Outlook Stable
MTA PERSONAL: Enters Administration, Owes GBP3.6MM to Creditors

WM MORRISON: Moody's Cuts CFR to Ba1, Under Review for Downgrade
[*] UK: Airlines Call for Economic Support After New Travel Rules


X X X X X X X X

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace

                           - - - - -


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THYSSENKRUPP AG: S&P Alters Outlook to Stable, Affirms 'BB-' Rating
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on thyssenkrupp AG (tk) to
stable from negative and affirmed its 'BB-/B' ratings on the
company and the 'BB-' ratings on its debt.

The stable outlook reflects S&P's view that the operating
performance, including EBITDA margins of more than 7% in FY2022 and
about neutral cash flow, will continue to strengthen over the next
12-18 months.

Although tk's FOCF fell short due to higher inventories, its
significantly improved operating performance quells downside risks.
tk's credit metrics have made a stronger-than-expected comeback in
FY2021 from the COVID-19-related setbacks of 2020. S&P said, "The
company reported an S&P Global Ratings-adjusted EBITDA margin of
4.4 %. This is a pronounced improvement from the 2.0%-2.5 % we
anticipated in our previous review. At the same time, revenue
increased by 17.5%, versus an expected 10.5%-11.5% growth range.
The solid recovery was mainly driven by the dynamic macroeconomic
environment. Market conditions for all segments were better than
expected, with higher steel prices, increased demand for truck
components, and a thriving wind energy sector, particularly in
China. However, we also note that operating cash flow stood at a
weaker-than-anticipated EUR100 million, versus about EUR650 million
estimated. This was primarily driven by working capital outflow of
EUR800 million--versus an expected EUR350 million inflow--caused by
increasing inventory reflecting higher material prices. This
translated into negative EUR1.3 billion FOCF compared to our
estimate of negative EUR900 million."

Prevailing favorable conditions in the steel market continue should
support the group's cash flow over the next 12 months. S&P said,
"We expect Steel Europe to be the dominant driver of further
revenue and margin expansion in FY2022, based on ongoing favorable
market conditions, first tangible results from restructuring
efforts, and the benefits of higher steel prices thanks to newly
negotiated contracts. Thanks to the cyclical recovery in steel we
estimate the adjusted EBITDA margin will exceed 7.0 % in FY2022,
though growth will be partially offset by lower margins in the
other segments, owing to less demand on supply chain shortages of
semiconductors, among other components. Higher freight costs may
also cast a shadow on margins. We anticipate the improved earnings
position to support cash flow, with tk reporting about breakeven
FOCF in FY2022 compared to our previous estimate of negative EUR600
million."

S&P said, "We note tk's progress in restructuring and successful
disposal of various activities under its multi tracks segment. We
estimate that the introduced restructuring measures are progressing
according to plan, with more than 65% of headcount reductions
already achieved and about EUR900 million expenses booked over the
past two years. However, we note that the release of the provisions
will weigh on cash flow in FY2022 and FY2023, while we estimate
full benefits will start to unveil from FY2023 and after." At the
same time, the group has sold or closed five out of its 10 non-core
assets (multi-tracks). This should reduce losses in its
multi-tracks activities and support profitability improvements.

Although the future shape and scope of tk's portfolio remain
unclear, the group's streamlining efforts have gained momentum. tk
continues to have a wide range of strategic options on the table.
In particular, the final strategy for its challenged and capital
expenditure (capex)-intense steel operations would materially
affect the group's profile, given the steel operations' weight
within the group, elevated restructuring needs, high fixed cost
base, sizable pension obligations, and pronounced sensitivity to
the economy. S&P said, "This suggests volatile cash flow and
profitability. That said, we note that tk recently announced plans
to prepare Steel Europe to operate on a stand-alone basis, and we
expect to gain more clarity on this development during 2022.
Additionally, given the favorable market valuations, the group is
considering an initial public offering (IPO) of its UCE (hydrogen
electrolysis business). Even though we expect TK to retain a
significant stake in the company, the transaction would strengthen
the company's already sound balance sheet. At this time, we use a
going-concern approach in our analysis and have not included any
material sale of operations, expect for the announced disposals."

The EUR9 billion in cash and cash equivalents available at
end-FY2021 provides ample liquidity resources. After the redemption
in December 2021 of a EUR1,250 million bond originally due in March
2022, liquidity sources will remain comfortable and upcoming debt
maturities will still be manageable (about EUR1.3 billion until the
end of FY2023).

Management remains committed to reducing debt on the balance sheet,
restructuring the business, and improving the credit rating. S&P
said, "We continue to believe the group will use its cash held at
balance sheet to pay back its financial debt at maturity and to
cover its pension obligations, likely by funding a contractual
trust agreement (CTA). Therefore, we do not expect management to
pay a regular dividend until FOCF generation capacity is
structurally positive, even though the resumption of a reliable
dividend is stated as a clear objective for the future."

S&P said, "The stable outlook reflects our view that tk's operating
performance has improved markedly over the past 12 months and will
further improve over the next 12 months including about neutral
cash flow in FY2022 and FY2023 thanks to the first benefits of
cost-saving measures alongside the favorable economic environment,
particularly for its steel operations in FY2022. We estimate the
group will post EBITDA margins of more than 7% in FY2022 and above
6% in FY2023, while FFO to debt stays comfortably above 60% over
the next 24 months."

S&P could lower the ratings if the group:

-- Is unable to further improve its FOCF toward at least breakeven
over the next 12-18 months;

-- Fails to post EBITDA margins of about 6% (in the current
scope).

-- Cannot sustain FFO to debt above 20% during a cyclical
downturn; or

-- Faces depressed end markets, in particular automotive, or
weaker-than-expected outcomes from its restructuring efforts.

S&P said, "We could raise our ratings if the group further
strengthened its profitability with continuously improving EBITDA
margins to above 7% through the cycle, which should enable the
group to generate and sustain meaningful FOCF. Such a development
could occur if the group successfully completes its restructuring
program, including the sale or closure of all its non-core
activities. We could also raise the rating if we believe its cash
flow becomes less volatile."




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AVOCA CLO XX: Moody's Affirms B2 Rating on EUR13.5MM Cl. F Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Avoca
CLO XX Designated Activity Company (the "Issuer"):

EUR267,750,000 Class A-1-R Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aaa (sf)

EUR11,250,000 Class A-2-R Senior Secured Floating Rate Notes due
2032, Definitive Rating Assigned Aaa (sf)

EUR15,000,000 Class B-2-R Senior Secured Fixed Rate Notes due
2032, Definitive Rating Assigned Aa2 (sf)

EUR27,000,000 Class C-R Deferrable Mezzanine Floating Rate Notes
due 2032, Definitive Rating Assigned A2 (sf)

EUR25,875,000 Class D-R Deferrable Mezzanine Floating Rate Notes
due 2032, Definitive Rating Assigned Baa3 (sf)

At the same time, Moody's affirmed the outstanding notes which have
not been refinanced:

EUR33,375,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Affirmed Aa2 (sf); previously on Sep 24, 2020 Affirmed Aa2
(sf)

EUR24,750,000 Class E Deferrable Junior Floating Rate Notes due
2032, Affirmed Ba2 (sf); previously on Sep 24, 2020 Confirmed at
Ba2 (sf)

EUR13,500,000 Class F Deferrable Junior Floating Rate Notes due
2032, Affirmed B2 (sf); previously on Sep 24, 2020 Confirmed at B2
(sf)

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in Moody's methodology.

Moody's rating affirmations of the Class B-1 Notes, Class E Notes
and Class F Notes are a result of the refinancing, which has no
impact on the ratings of the notes.

As part of this refinancing, the Issuer has extended the weighted
average life by 12 months to November 2028. It will also amend
certain limits, definitions (including the definition of "Adjusted
Weighted Average Rating Factor" and "Aggregate Funded Spread") and
other minor features. In addition, the Issuer has amended the base
matrix and modifiers that Moody's has taken into account for the
assignment of the definitive ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans and senior secured
bonds and up to 10% of unsecured senior loans, second-lien loans,
high yield bonds and mezzanine loans.

KKR Credit Advisors (Ireland) Unlimited Company will continue to
manage the CLO. It will direct the selection, acquisition and
disposition of collateral on behalf of the Issuer and may engage in
trading activity, including discretionary trading, during the
transaction's remaining reinvestment period which will end in
January 2024. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit impaired
obligations.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the Notes in order of seniority.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2020.

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

The rated Notes' performance is subject to uncertainty. The Notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the Notes'
performance.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2020.

Moody's used the following base-case modeling assumptions:

Performing par and principal proceeds balance: EUR449.09 million

Diversity Score: 54*

Weighted Average Rating Factor (WARF): 3050

Weighted Average Spread (WAS): 3.50%

Weighted Average Recovery Rate (WARR): 44.0%

Weighted Average Life (WAL): 7.08 years

CVC CORDATUS XXII: Moody's Assigns B3 Rating to EUR13.2MM F Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to the Notes issued by CVC Cordatus
Loan Fund XXII DAC (the "Issuer"):

EUR2,200,000 Class X Senior Secured Floating Rate Notes due 2034,
Definitive Rating Assigned Aaa (sf)

EUR272,800,000 Class A Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

EUR34,100,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aa2 (sf)

EUR11,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Definitive Rating Assigned Aa2 (sf)

EUR26,895,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned A2 (sf)

EUR30,305,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Baa3 (sf)

EUR22,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Ba3 (sf)

EUR13,200,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in Moody's methodology.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be about 96% ramped as of the closing date
and to comprise of predominantly corporate loans to obligors
domiciled in Western Europe. The remainder of the portfolio will be
acquired during the six month ramp-up period in compliance with the
portfolio guidelines.

CVC Credit Partners Investment Management Limited ("CVC") will
manage the CLO. It will direct the selection, acquisition and
disposition of collateral on behalf of the Issuer and may engage in
trading activity, including discretionary trading, during the
transaction's 4.5-year reinvestment period. Thereafter, subject to
certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk obligations or credit improved obligations.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A Notes. The
Class X Notes amortises by EUR275,000.00 over eight payment dates
starting from the second payment date.

In addition to the eight classes of Notes rated by Moody's, the
Issuer will issue EUR35,000,000 Subordinated Notes due 2034 which
are not rated.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the Notes in order of seniority.

Methodology underlying the rating action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December.

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

The rated debt's performance is subject to uncertainty. The debt's
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the debt's
performance.

Moody's modelled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2020.

Moody's used the following base-case modeling assumptions:

Par Amount: EUR440,000,000.00

Diversity Score: 45

Weighted Average Rating Factor (WARF): 3083

Weighted Average Spread (WAS): 3.80%

Weighted Average Coupon (WAC): 4.00%

Weighted Average Recovery Rate (WARR): 45.25%

Weighted Average Life (WAL): 8.5 years

DRYDEN 79 2020: Moody's Gives (P)B3 Rating to EUR16.5MM F-R Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing notes to be issued by
Dryden 79 Euro CLO 2020 DAC (the "Issuer"):

EUR2,000,000 Class X Senior Secured Floating Rate Notes due 2035,
Assigned (P)Aaa (sf)

EUR307,500,000 Class A-R Senior Secured Floating Rate Notes due
2035, Assigned (P)Aaa (sf)

EUR23,250,000 Class B-1-R Senior Secured Floating Rate Notes due
2035, Assigned (P)Aa2 (sf)

EUR20,000,000 Class B-2-R Senior Secured Fixed Rate Notes due
2035, Assigned (P)Aa2 (sf)

EUR31,750,000 Class C-R Mezzanine Secured Deferrable Floating Rate
Notes due 2035, Assigned (P)A2 (sf)

EUR35,750,000 Class D-R Mezzanine Secured Deferrable Floating Rate
Notes due 2035, Assigned (P)Baa3 (sf)

EUR30,250,000 Class E-R Mezzanine Secured Deferrable Floating Rate
Notes due 2035, Assigned (P)Ba3 (sf)

EUR16,500,000 Class F-R Mezzanine Secured Deferrable Floating Rate
Notes due 2035, Assigned (P)B3 (sf)

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in Moody's methodology.

As part of this reset, the Issuer will upsize the transaction,
extend the reinvestment period to 5 years and the weighted average
life to 9 years. It will also amend certain concentration limits.
The issuer will include the ability to hold loss mitigation
obligations. In addition, the Issuer will amend the base matrix and
modifiers that Moody's will take into account for the assignment of
the definitive ratings.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is expected to be ramped up 80% as
of the closing date.

PGIM Loan Originator Manager Limited ("PGIM") will continue to
manage the CLO. It will direct the selection, acquisition and
disposition of collateral on behalf of the Issuer and may engage in
trading activity, including discretionary trading, during the
transaction's 5 years reinvestment period. Thereafter, subject to
certain restrictions, purchases are permitted using principal
proceeds from unscheduled principal payments and proceeds from
sales of credit risk obligations and credit improved obligations.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2020.

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

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2020.

Moody's used the following base-case modeling assumptions:

Target Par Amount: EUR500,000,000

Diversity Score: 50

Weighted Average Rating Factor (WARF): 3100

Weighted Average Spread (WAS): 3.85%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 41.50%

Weighted Average Life (WAL): 9 years



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CARTESIO SRL 2003-1: Moody's Upgrades Rating on 3 Tranches to Ba1
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of several
classes of notes in the following Italian healthcare ABS
transactions: Cartesio S.r.l. - Series 2003-1, POSILLIPO FINANCE
S.R.L. and POSILLIPO FINANCE II S.R.L. SERIES 2007-1. This rating
action results from the upgrade of the Italian Region of Lazio and
Region of Campania to Ba1 from Ba2 in November 2021. Moody's has
also affirmed the rating of the tranche A2 in POSILLIPO FINANCE II
S.R.L. SERIES 2007-1, wrapped by Assured Guaranty UK Limited.

Issuer: Cartesio S.r.l. - Series 2003-1

EUR200M (Current outstanding amount of EUR115.4M) Tranche 1 Notes,
Upgraded to Ba1 (sf); previously on Jul 3, 2015 Upgraded to Ba3
(sf)

GBP200M Tranche 4 Notes, Upgraded to Ba1 (sf); previously on Jul
3, 2015 Upgraded to Ba3 (sf)

EUR141M (Current outstanding amount of EUR81.4M) Tranche 5 Notes,
Upgraded to Ba1 (sf); previously on Jul 3, 2015 Upgraded to Ba3
(sf)

Issuer: POSILLIPO FINANCE II S.R.L. SERIES 2007-1

EUR870M (Current outstanding amount of EUR580.9M) Class A1 Notes,
Upgraded to Ba1 (sf); previously on Oct 25, 2018 Downgraded to Ba2
(sf)

Underlying Rating: Upgraded to Ba1 (sf); previously on Oct 25,
2018 Downgraded to Ba2 (sf)

EUR870M (Current outstanding amount of EUR580.9M) Class A2 Notes,
Affirmed A2 (sf); previously on Oct 25, 2018 Affirmed A2 (sf)

Underlying Rating: Upgraded to Ba1 (sf); previously on Oct 25,
2018 Downgraded to Ba2 (sf)

Issuer: POSILLIPO FINANCE S.R.L.

EUR452.655M (Current outstanding amount of EUR302.3M) Series
2007-1 Asset-Backed Floating Rate Notes due 2035, Upgraded to Ba1
(sf); previously on Oct 25, 2018 Downgraded to Ba2 (sf)

RATINGS RATIONALE

The rating action reflects the improvement of the credit quality of
the transactions' main obligors, that are, the Region of Lazio for
Cartesio S.r.l. and the Region of Campania for the Posillipo
transactions. Moody's upgraded the rating of these two regions from
Ba2 to Ba1 in November 2021. The underlying ratings of the notes in
these three transactions are fully linked to the rating of the
corresponding Italian regions that act as obligors.

In the case of Cartesio S.r.l. - Series 2003-1, the rating action
is also prompted by a reduced counterparty risk.

Counterparty Exposure

The rating action took into consideration the notes' exposure to
relevant counterparties, such as servicer, swap or account banks,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in May 2021.

Moody's concluded the ratings of the notes are not constrained by
these risks.

Exposure to cross-currency or interest-rate swaps over a long-term
horizon could increase the loss severity incurred by noteholders in
a situation of swap counterparty default.

The ratings in Cartesio S.r.l. - Series 2003-1 were previously
capped 1 notch below the rating of the Region of Lazio, constraint
due to swap counterparty risk. The credit quality of the swap
counterparties has improved since last rating action due to the
upgrade of Deutsche Bank AG in August 2021 to A2(cr) from
previously A3(cr).

The principal methodology used in these ratings was "Moody's
Approach to Rating Repackaged Securities" published in June 2020.

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) improvement in the credit quality of the
respective Italian region, (2) improvement in the credit quality of
the transaction counterparties and (3) a decrease in sovereign
risk.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) deterioration in the credit quality of the
respective Italian region, (2) deterioration in the credit quality
of the transaction counterparties and (3) an increase in sovereign
risk.



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KAP: Montenegro May Consider Takeover of Production Operations
--------------------------------------------------------------
Radomir Ralev at SeeNews reports that Montenegro's government may
consider a takeover of primary aluminium production at KAP smelter
by majority state-owned power utility Elektroprivreda Crne Gore's
(EPCG), as KAP owner had suggested, deputy prime minister Dritan
Abazovic said.

"I do not consider it irrational, although the idea is a bit
strange; if it is the only solution, we may go towards this
solution," SeeNews quotes Mr. Abazovic as saying in a video file
posted on his Facebook page on Dec. 14.

The owner of KAP, Montenegro's Uniprom, ordered workers at the
smelter on Dec. 14 to begin a phased shutdown of cells in the
electrolysis plant on Dec. 15, which will lead to a halt in the
production of primary aluminium, SeeNews relates.

Uniprom proposed on Dec. 11 to EPCG to take over the production of
primary aluminium at KAP free of charge for a year, starting
January 1 in order to avoid the plant's closure due to an
unfavourable electricity price that EPCG had offered to come into
force at the beginning of next year, SeeNews recounts.  However,
EPCG responded that its majority shareholder, the government, has
the responsibility of deciding whether to accept the proposal, as
the company is not registered for aluminium production, SeeNews
notes.

Mr. Abazovic, as cited by SeeNews, said KAP is an export-oriented
company offering many jobs and its closure may cause significant
negative financial effects.

"I think it is important for KAP to survive because it is very
important for the economy.  However, we cannot save private
companies forever. If they can be given some benefit that would not
jeopardise another part of the economy, I have nothing against it,"
he explained.

KAP, which entered bankruptcy proceedings in 2013 and was sold by
Montenegro's government to Uniprom in 2014, holds a share of about
20% in the country's exports, SeeNews states.




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ROSGOSSTRAKH PJSC: S&P Places 'BB+' LT ICR on Watch Negative
------------------------------------------------------------
S&P Global Ratings placed its 'BB+' long-term issuer credit and
financial strength ratings on Russia-based insurance company
Rosgosstrakh PJSC (RGS) on CreditWatch with negative implications.

S&P said, "The CreditWatch placement reflects our concerns about
the likely deterioration of RGS' financial risk profile if RGS has
to pay RUB12.3 billion to Kapital Life or create provisions in its
financials for a substantial part of this amount. We understand
that on Dec. 7, 2021, RGS lost its appeal of the case with Kapital
Life Insurance (former subsidiary) regarding a historical agent
contract."

The case was initially filed by Kapital Life in 2018, when
Rosgosstrakh decided to terminate the agency contract that was
signed in 2017 by the previous management team. The contract
included provisions regarding certain volumes of RGS' sales of
Kapital Life's products. After Bank Otkritie became RGS' new owner
and Kapital Life was sold to a private investor in 2018, RGS took
the decision to stop selling life products of Kapital Life. The
contract with Kapital Life had included significant fines for
unilateral contract termination. S&P understands the Russian
antitrust authority concluded that its terms were against
competition law, and therefore considered the contract to be void.
Despite this position, the appeal court ruled on Dec. 7, that RGS
has to pay the fine in line with the contract's terms.

If RGS indeed has to pay the fine in the amount stated, or create
provisions for a significant portion of it under International
Financial Reporting Standards, this will result in a drop in
capital and earnings and ultimately lead S&P to revise down its
assessment of its financial risk profile.

RGS' regulatory solvency margin under the new regulation was 105%
as of Oct. 31, 2021, versus the regulatory minimum of 100%. If RGS
has to reflect the fine in its financials under local accounting
standards or create a provision for a significant portion of it,
S&P sees a risk that it would breach the minimum regulatory capital
requirements.

RGS is owned by Bank of Otkritie Financial Co. and its ultimate
shareholder is the Central Bank of Russia. This ownership structure
leads us to view RGS as a government-related entity, but S&P does
not add any additional notches of uplift to the ratings. In its
base-case scenario, we do not envisage additional financial support
for RGS in 2021-2023.

CreditWatch

S&P said, "We expect to resolve the CreditWatch in the next 90 days
after we gather further information regarding the ongoing
litigation and assess the probability of negative financial
consequences for RGS.

"If we believe the probability of a full fine settlement is
significant and RGS is creating provisions against this amount in
local and international financials, while not receiving additional
financial support from its owners, we would lower the rating by one
or more notches.

"If we see a low probability of full fine settlement, RGS is not
creating significant provisions against this amount in local and
international financials, or RGS receives financial support to
compensate for this amount we will likely affirm our 'BB+' rating
and assign a stable outlook, assuming the company's operating
performance and credit measures remain within our expectations."

ESG Credit Indicators: E-2 S-2 G-3

Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:

-- Risk management culture and oversight




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

INTERNATIONAL PARK: Moody's Ups CFR to B3, Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of International Park Holdings B.V. ("PortAventura" or "the
company") to B3 from Caa1 and the probability of default rating to
B3-PD from Caa1-PD. Concurrently Moody's upgraded the rating on the
EUR620 million guaranteed senior secured term loan maturing 2024 to
B3 from Caa1. The outlook was changed to stable from negative.

The upgrade of the CFR to B3 reflects Moody's expectation that
PortAventura's operating performance will continue to improve on
the back of the recovery prospects for the leisure travel sector.
Notably, Moody's adjusted leverage is expected to decline to below
7.0x over the next 12-18 months and free cash flow generation (FCF)
to be positive. PortAventura, however, remains vulnerable to
potential renewed restrictions, which could slow the pace of the
recovery.

RATINGS RATIONALE

Following the unprecedented pandemic-related disruption in 2020 and
H1 2021, the progress in vaccination distributions enabled
PortAventura to reopen its parks on May 15, 2021, with a 30%
capacity limit in the parks and capacity restrictions in its
hotels. These restrictions were gradually eased, and on October 15,
2021, the Catalan government announced the end of most of the
pandemic-related restrictions. Borders were also opened in June
2021 to fully vaccinated international tourists. As a result,
revenue was above the 2019 levels in October and November 2021, an
increase from 75% in Q3 2021 and 35% in Q2 2021. The growth was
supported by the steady increase in attendance levels and higher
spending per capita (percap) and revenue per occupied room. Revenue
in 2021 will likely reach 70% of that in 2019, with
company-adjusted EBITDA margin around 42%.

For 2022, Moody's expects revenue to reach pre-pandemic levels, but
EBITDA margin will likely remain slightly below the 45% margin in
2019 because of some inflationary pressures. Moody's assumptions
are based on the ongoing progress in vaccination programs, which
support the improving outlook on the leisure travel sector for
2022. Moody's also positively views visitors' willingness to return
to leisure parks once restrictions are eased, as demonstrated by
the strong rebound in demand during the summer 2021. However,
pandemic risks remain, as illustrated by the emergence of the
Omicron variant of the coronavirus in late November.

On the back of the continued improvement in trading performance
Moody's expects Moody's adjusted leverage to decline from around
12.0x in 2021 to below 7.0x in 2022. Moody's adjusted FCF is also
expected to be positive over the next 12-18 months despite the
resumption of growth capex investments.

PortAventura's rating continues to be supported by its established
position as a European family destination resort operator with a
good geographical location and well invested parks; and a
historical track record of growth and high profitability.
Conversely, the rating is constrained by the high seasonality of
the business; the single-site location in Spain; and the exposure
to macroeconomic and external conditions.

Governance risks mainly relate to the company's private-equity
ownership, which tends to tolerate a higher leverage, a greater
propensity to favour shareholders over creditors, as well as a
greater appetite for M&A to maximise growth and their return on
investment. The company is owned by funds advised by
InvestIndustrial and KKR.

The EUR620 million term loan is rated in line with the CFR. The
instrument is senior secured and guaranteed by guarantors that
represent around 90% of the group's EBITDA and total assets. The
security consists of bank accounts and shares of the issuer and the
subsidiary guarantors. The RCF (unrated) is secured by the same
collateral as the senior secured term loan.

LIQUIDITY

PortAventura's liquidity profile is adequate. As of September 2021,
it was supported by around EUR94 million cash on balance sheet, and
a fully drawn RCF of EUR50 million due in June 2023. While Moody's
expects the liquidity position to weaken over the next two quarters
as the company enters the low season, Moody's views the overall
liquidity position as sufficient to support the business over the
next 12-18 months. This is based on the assumption that the company
will not face stringent restrictions over the key summer months.
Moody's also notes that the company has a significant level of
unencumbered assets, which could provide additional liquidity
buffer. The mandatory amortisation of the government loans of
around EUR60 million will start in April 2022 and is likely to
represent around EUR6 million in 2022.

The company's RCF has one springing net leverage covenant of 8.75x
only tested when the drawn RCF represents more than 35% of the RCF
commitment. While the covenant headroom will be tight in Q4 2021
and Q1 2022, the company is expected to be compliant with this
covenant over the next 12-18 months. The covenant was replaced with
a minimum liquidity test from June 2020 to September 2021.

OUTLOOK

PortAventura is weakly positioned in the B3 rating category given
the high leverage and its exposure to renewed restrictions, which
could slow the pace of recovery. The stable outlook reflects,
however, the improving market environment for the leisure travel
sector on the back of the ongoing vaccinations, which should enable
the company to continue to recover sales and earnings over 2022.
The stable outlook also assumes the company will gradually reduce
Moody's adjusted leverage to below 7.0x over the next 12-18 months
and maintain an adequate liquidity.

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

Upward rating pressure over the near-term is unlikely. However over
time, Moody's could upgrade the company's rating if it continues to
improve sales and earnings, reflected in Moody's adjusted leverage
reducing to below 5.5x on a sustained basis and Moody's-adjusted
FCF remaining materially positive while maintaining a solid
liquidity profile.

Negative rating action could materialize if the company fails to
sustain the improvements in operating performance, evidenced in a
Moody's-adjusted leverage of above 7.0x on a sustained basis; a
consistent negative FCF or its liquidity significantly weakens.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Based in Vila-seca, Spain, PortAventura is a fully integrated
destination resort that consists of three main theme parks: the
PortAventura World Park with 41 rides, 42 shows and a number of
food and beverage points of sale; the PortAventura Caribe Aquatic
Park; and the Ferrari Land Park. These resorts are complemented by
a Convention Centre and six themed hotels. The company generated
revenues of around EUR246 million in 2019 and the park attracted
around 5.2 million visits in 2019.



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

CINEWORLD: Ordered to Pay US$957MM in Damages to Cineplex
---------------------------------------------------------
Chris Peters and Yadarisa Shabong at Reuters report that Cineworld
shares plunged by 40% on Wednesday, Dec. 15, after the British
cinema operator was ordered to pay CAD1.23 billion (US$957 million)
in damages to rival Cineplex for abandoning a planned takeover, a
decision it said it would appeal.

According to Reuters, Cineworld, the world's second largest cinema
operator, said it disagrees with the Ontario Superior Court's
judgment and does not expect damages to be payable to the Canadian
company while any appeal is pending.

The Canadian court ruling denied Cineworld's counter-claim and
included CAD5.5 million for lost transaction costs, Reuters
discloses.

Peel Hunt analyst Ivor Jones wrote in a note Cineworld might win
the appeal, negotiate a resolution with Cineplex, or be obliged to
raise more capital on unfavourable terms, Reuters notes.

Cineworld, Reuters says, has been struggling with debt of about
US$8.3 billion and has mooted listing itself or a part of its
business in the United States, where it generates the bulk of its
revenue from its Regal Cinemas.

Cinema operators have been battered by the pandemic, with lockdowns
shutting cinemas for much of the year and delaying movie releases
at a time when the industry has been trying to stave off increased
competition from streaming services, Reuters relates.

Cineworld's takeover of Cineplex, announced in December 2019, would
have seen it become North America's biggest cinema operator, but
the British firm walked away from the US$1.65 billion deal in
mid-2020 citing breaches in the merger agreement by Cineplex,
Reuters recounts.


HARBOUR NO.1: S&P Assigns CCC-(sf) Rating to Class G-Dfrd Notes
---------------------------------------------------------------
S&P Global Ratings assigned ratings to Harbour No.1 PLC's class A1,
A2-Dfrd, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and G-Dfrd notes.
Harbour No.1 also issued unrated class Z, R, and X notes, and X and
Y certificates.

Harbour No.1 is a static RMBS transaction that securitizes a
portfolio of GBP503.9 million owner-occupied and BTL mortgage loans
secured on properties in the U.K. from three different subpools,
namely MORAG, WALL, and MAQ, across 18 originators.

At closing, the issuer purchased the beneficial interest in the
portfolio of U.K. residential mortgages from the seller (Isle of
Wight Home Loans Ltd.), using the proceeds from the issuance of the
notes and certificates. The issuer granted security over all its
assets in favor of the security trustee.

The pool is well seasoned. Almost all the loans are first-lien U.K.
owner-occupied and BTL residential mortgage loans. The borrowers in
this pool may have previously been subject to a county court
judgement (CCJ; or the Scottish equivalent), an individual
voluntary arrangement, or a bankruptcy order prior to the
origination, and may be self-employed, have self-certified their
incomes, or were otherwise considered by banks and building
societies to be nonconforming borrowers. The loans are secured on
properties in England, Wales, Scotland, and Northern Ireland, and
were mostly originated between 2002 and 2008.

Of the final pool, 36% is in arrears, with 25.6% of that portion in
severe arrears (90+ arrears). Of the pool, 33.6% is considered
reperforming. However, the average payment rate on most of the late
arrears loans has been consistently above 70% over time. There is
high exposure to interest-only and part and part loans in the pool
at 80.5%.

A general reserve fund provides credit support, and principal can
be used to pay senior fees and interest on the notes subject to
various conditions. A further liquidity reserve fund provides
liquidity support to the classes A1 and A2-Dfrd notes.

Topaz Finance Ltd., Pepper (UK) Ltd., and Mars Capital Finance Ltd.
are the servicers in this transaction.

There are no rating constraints in the transaction under our
counterparty, operational risk, or structured finance sovereign
risk criteria. S&P considers the issuer to be bankruptcy remote.

S&P said, "Our credit and cash flow analysis and related
assumptions consider the transaction's ability to withstand the
potential repercussions of the COVID-19 outbreak, namely, higher
defaults and longer recovery timing. Considering these factors, we
believe that the available credit enhancement is commensurate with
the ratings assigned. As the situation evolves, we will update our
assumptions and estimates accordingly."

  Ratings

  CLASS     RATING    AMOUNT (MIL. GBP)

  A1        AAA (sf)     262.020

  A2-Dfrd   AA- (sf)       74.32

  B-Dfrd    A (sf)         35.27

  C-Dfrd    A- (sf)        15.116

  D-Dfrd    BBB- (sf)      31.49

  E-Dfrd    BB (sf)        22.67

  F-Dfrd    B- (sf)        17.63

  G-Dfrd    CCC-(sf)       15.11

  Z         NR             30.23

  R         NR              7.98

  X         NR              7.55

  X cert    NR               N/A

  Y cert    NR               N/A

  NR--Not rated.
  N/A--Not applicable.


JSK & SJK: Director Agrees to Disqualification Undertaking
----------------------------------------------------------
The UK Department for the Economy (the Department) has accepted a
disqualification undertaking from the Director of a company which
operated Subway fast food stores.

The undertaking was received for seven years from Samantha Jean
Kerr (45) of British Road, Aldergrove, Crumlin in respect of her
conduct as a director of JSK & SJK Limited.

The Company operated Subway fast food stores from Unit 10 Lisburn
Leisure Park; 69 Royal Avenue, Belfast and 43-45 Fountain Street,
Belfast.  The Company went into Liquidation on April 12, 2018, with
an estimated deficiency as regards creditors of GBP322,420.09.
There was a total of GBP1 owing as Share Capital, resulting in an
estimated deficiency as regards members of GBP322,421.09.  

The Department accepted the disqualification undertaking from
Samantha Jean Kerr on November 22, 2021, based on the following
unfit conduct which solely for the purposes of the disqualification
procedure was not disputed:

   * Failing to learn from the insolvency of previous companies
which operated in the same line of business and traded to the
detriment of creditors in particular HM Revenue & Customs;

  * Causing and permitting the Company to neglect its business and
tax affairs by failing to apply the correct rate of VAT to the
Company’s sales, which resulted in an under declaration of output
tax and / or operating a policy of discrimination against the Crown
by retaining a total of GBP163,237.46 (excluding penalties,
interest and post cessation claims) in respect of VAT for the years
2013/2014 to 2016/2017 inclusive, which was properly payable to the
Crown.  Furthermore, operating a policy of discrimination in that
significant payments were made to trade creditors at a time when
the HMRC debt continued to increase.

The Department has accepted twenty-five Disqualification
Undertakings in the financial year commencing April 1, 2021.


LERNEN BIDCO: Moody's Upgrades CFR to B3, Outlook Stable
--------------------------------------------------------
Moody's Investors Service has upgraded Lernen Bidco Limited's
(Cognita) corporate family rating to B3 from Caa1 and probability
of default rating to B3-PD from Caa1-PD. Concurrently, Moody's has
affirmed the B3 instrument ratings of the GBP200 million and EUR494
million senior secured term loans due 2025 and the GBP100 million
senior secured Revolving Credit Facility (RCF) due 2025. The
outlook on all ratings is stable.

RATINGS RATIONALE

The upgrade of Cognita's CFR to B3 from Caa1 with stable outlook
reflects Moody's expectation that the group will be able to
gradually reduce its Moody's-adjusted leverage towards 8x within
the next 12 to 18 months, on the back of strong enrollment growth
of nearly 15% achieved at the start of the academic year 2022, as
well as fee increases in the mid-single digits in percentage terms
that will fuel revenue and EBITDA growth in the fiscal year 2022
ending August 31, 2022.

The rating action further reflects Moody's expectation that Cognita
will be able to ensure continuity in its students' education,
despite further disruption caused by the enduring coronavirus
pandemic, by the use of hybrid or fully virtual teaching approaches
if needed. As such Moody's expects that Cognita will avoid granting
further discounts on its fees, as occurred over the past two years,
and will return to solid and sustainable enrollment growth going
forward.

The B3 CFR further reflects (1) Cognita's position as an
established operator in the fragmented K-12 education market, with
a geographically diversified portfolio of 86 schools in twelve
countries; (2) its good track record of achieving revenue and
EBITDA growth through organic and acquisitive student growth and
tuition fee increases above cost inflation; (3) the barriers to
entry through regulation, brand reputation and a purpose-built real
estate portfolio; and (4) the high degree of revenue visibility
from committed student enrollments.

Conversely, the CFR is constrained by (1) Cognita's relatively
aggressive financial policy resulting in high financial leverage
and weak free cash flow generation; (2) the concentration risk
within the top ten schools accounting for nearly two thirds of
group EBITDA; (3) the group's reliance on its academic reputation
and brand quality in a highly regulated environment; and (4) its
exposure to changes in the political, legal and economic
environment in emerging markets.

ESG CONSIDERATIONS

Cognita's ratings factor in certain governance considerations such
as the private ownership structure with the majority of shares
owned by Jacobs Holding AG and minority shareholder BDT Capital
Partners and Sofina. The ratings further reflect Cognita's
financial policy which is tolerant of high leverage and a largely
debt-funded growth strategy.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Cognita will
be able to notably improve its operating performance in fiscal year
2022 and beyond, sustaining the solid enrollment growth achieved at
the start of the academic year, which will result in good EBITDA
growth and the continued reduction in Moody's-adjusted leverage.
The outlook further assumes that liquidity remains adequate and
Cognita will successfully complete its key development projects and
integrate recent acquisitions.

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

The ratings are initially weakly positioned in view of the high
leverage and relatively aggressive financial policy, as a result of
which limited upward rating pressure is expected. Upgrade pressure
on the ratings could occur if Moody's-adjusted Debt/EBITDA
sustainably decreases below 7.0x, free cash flow generation turns
positive on a sustainable basis, whilst liquidity remains
adequate.

Downward pressure on the rating could develop if Cognita is not
able to grow its revenue and EBITDA on a sustainable basis,
Moody's-adjusted Debt/EBITDA fails to decrease towards 8.0x,
EBITA/Interest remains below 1.0x or liquidity weakens with limited
availability under the RCF and substantially negative free cash
flows. Any material negative impact from a change in any of the
group's schools' regulatory approval status could also lead to a
downgrade.

LIQUIDITY PROFILE

Moody's considers Cognita's liquidity profile to be adequate. On
August 30, 2021 the group had GBP134 million of cash on balance
sheet, and Moody's understands that around 50% of these cash
balances are held at local operations that in some cases is not
readily available to the wider group, although can be repatriated
via dividends and used to fund local development projects. The
group's liquidity is further supported by its fully undrawn GBP100
million RCF due in 2025.

The RCF is subject to a springing net first-lien leverage covenant
set at 7.4x, which is tested when the facility is drawn down for
more than 40%. At the end of August 2021, the company had
sufficient headroom under the covenant and Moody's expect this to
continue to be the case going forward.

STRUCTURAL CONSIDERATIONS

The B3 instrument ratings assigned to the senior secured first-lien
term loan B due 2025, split into tranches of GBP200 million and
around EUR494 million, and the pari passu ranking GBP100 million
RCF due 2025 rank in line with the B3 CFR, despite the priority
position of these facilities ahead of the EUR255 million
second-lien financing, reflecting the group's very high level of
leverage.

The security package provided to the first-lien lenders is
relatively weak and limited to a pledge over shares, bank accounts
and intercompany receivables, as well as guarantees from operating
companies (80% guarantor test) and a floating charge provided by
the English borrower.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Cognita is an established operator in the global private-pay K-12
education market with headquarters in London, United Kingdom. The
group operates 86 schools across twelve countries in Europe, Asia,
Latin America and the Middle East, offering primary and secondary
private education. Founded in 2004, the group has rapidly grown
through acquisitions and capacity expansion to over 56,000 students
enrolled across its institutions and generated around GBP515
million of revenue during the fiscal year ended of August 2021. The
group is majority-owned by Jacobs Holding AG with minority
shareholders BDT Capital Partners and Sofina.

MTA PERSONAL: Enters Administration, Owes GBP3.6MM to Creditors
---------------------------------------------------------------
John Hyde at The Law Society Gazette reports that personal injury
reforms have taken another casualty with a firm posting
multi-million pound revenues a decade ago being forced to close.

Administrators were called in at the end of last month to handle
the affairs of MTA Personal Injury Solicitors LLP, based in
Bromley, Kent, The Law Society Gazette relates.

The firm specialised in RTA and medical negligence claims and an
agreement has been reached with Recovery First, which allocates
cases to other practices, to transfer the work in progress.

According to The Law Society Gazette, Steven Wiseglass --
steven.wiseglass@inquesta.co.uk -- director at Inquesta Corporate
Recovery & Insolvency who was appointed administrator, said: "There
should be no adverse impact on the ongoing cases, as these have
been protected as a result of their transfer to other firms.  We
are currently undertaking statutory duties in relation to the
administration."

The downfall of MTA Personal Injury Solicitors follows a familiar
pattern to other businesses working in this sector where profit
margins have been severely tightened by reduced fixed fees, the
abolition of the recovery of success fees and -- this year -- the
Civil Liability Act stopping the recovery of costs for RTA claims
under GBP5,000, The Law Society Gazette discloses.

In the last annual accounts before the reforms, for the year ended
June 30, 2012, the firm (then known as MTA Solicitors LLP before a
name change in 2016) posted GBP23.5 million turnover and operating
profit of more than GBP2 million, The Law Society Gazette states.
The business had net current assets of GBP13.2 million and a staff
of more than 300, according to The Law Society Gazette.

The most recently published accounts, covering the year ended June
30, 2019, and with less detail due to the size of the business,
show the firm had net assets of just GBP332,160, The Law Society
Gazette relays.  It was owed GBP3.7 million but also owed GBP3.6
million to creditors within one year, according to The Law Society
Gazette.

Wiseglass confirmed to the Gazette that the remaining seven
employees of MTA Personal Injury Solicitors LLP were all made
redundant when the firm went into administration, The Law Society
Gazette notes.


WM MORRISON: Moody's Cuts CFR to Ba1, Under Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service has downgraded Wm Morrison Supermarkets
plc (Morrisons or the company) to a corporate family rating of Ba1
from an issuer rating of Baa2.

Concurrently, Moody's has assigned a CFR of Ba1 and Ba1-PD
probability of default rating (PDR) to the company. The company's
short-term rating was downgraded to provisional Not Prime ((P)NP)
from provisional Prime-2 ((P)P-2).

Moody's has also downgraded to (P)Ba1 rating from the (P)Baa2
backed senior unsecured MTN rating of its fully-owned subsidiary
Safeway Limited; to (P)Ba1 from the (P)Baa2 backed senior unsecured
MTN, and to Ba1 from the Baa2 backed senior unsecured ratings of
all the bonds issued under the programme by Wm Morrison
Supermarkets plc. The Rating Agency understands that around GBP264
million of the bonds remain outstanding following the recent
completion of a tender offer launched by CD&R.

The outlook on both entities and on all the ratings remain under
review for further downgrade.

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

The downgrade of Morrisons' issuer rating was triggered by the
acquisition of the entirety of the company by Clayton Dubilier &
Rice (CD&R) for an enterprise value of around GBP9.7 billion. The
acquisition was financed through a combination of equity capital,
including ordinary and preference shares, and credit facilities
that are expected to be refinanced through long term debt. Moody's
considers that the acquisition of the company by CD&R has now been
completed.

The downgrade to Ba1, with continuing review, does not reflect the
final financing structure for the acquisition but reflects a view
that post-acquisition, Morrisons' rating will be no higher than
Ba1, and is likely to be lower depending on the mix of debt and
equity of the ultimate financing of the transaction from the new
owners and the future strategy of the company.

The continuing review will focus on the impact of the take-over on
Morrisons' future business strategy, capital structure and
financial policies. It will assess the ultimate structure and
funding mix of the acquisition financing arranged by CD&R and the
potential increase in leverage at Morrisons' level.

This could lead to the ratings being downgraded by several notches.
The ratings of the outstanding bonds could be downgraded below the
level of the CFR if their status is subordinated to new debt in the
future capital structure.

Moody's considers governance risks in the assessment of Morrisons'
credit profile and in particular the inherent challenges in
implementing effective governance within a sponsor-led transaction
including financial policies which are likely to maintain
relatively high leverage. This is mitigated by the company's
history of complying with financial, legal and regulatory
requirements as a listed entity.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail
published in November 2021.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Safeway Limited

BACKED Senior Unsecured MTN, Downgraded to (P)Ba1 from (P)Baa2;
Placed Under Review for Downgrade

Issuer: Wm Morrison Supermarkets plc

BACKED Other Short Term, Downgraded to (P)NP from (P)P-2; Placed
Under Review for further Downgrade

BACKED Senior Unsecured MTN, Downgraded to (P)Ba1 from (P)Baa2;
Placed Under Review for further Downgrade

BACKED Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
from Baa2; Placed Under Review for further Downgrade

Assignments:

Issuer: Wm Morrison Supermarkets plc

Probability of Default Rating, Assigned Ba1-PD; Placed Under
Review for further Downgrade

LT Corporate Family Rating, Assigned Ba1; Placed Under Review for
further Downgrade

Withdrawals:

Issuer: Wm Morrison Supermarkets plc

ST Issuer Rating, Withdrawn , previously rated P-2

LT Issuer Rating, Withdrawn , previously rated Baa2

Outlook Actions:

Issuer: Wm Morrison Supermarkets plc

Outlook, Remain Ratings Under Review

Issuer: Safeway Limited

Outlook, Remain Ratings Under Review

COMPANY PROFILE

Morrisons is the fourth-largest grocer by sales in the UK, behind
Tesco Plc (Baa3 stable), J Sainsbury plc and Bellis Finco PLC
(Asda, Ba3 stable). The company is focused on fresh food at
affordable prices, and this positioning is supported by its
significant manufacturing capabilities. The company generated
revenue of GBP17.9 billion in the last twelve months ended August
1, 2021, of which GBP2.8 billion or around 16% of total were to
fuel sales.

[*] UK: Airlines Call for Economic Support After New Travel Rules
-----------------------------------------------------------------
Muhammed Husain and Yadarisa Shabong at Reuters report that major
British airlines on Dec. 13 called on the government to remove
testing rules for vaccinated passengers and provide economic
support for the battered sector, as new travel rules were imposed
to fight off the Omicron coronavirus variant.

"Whilst we fully recognise the need to take steps to contain the
initial impact of the Omicron variant, travel has been singled out
with the introduction of disproportionate restrictions," Reuters
quotes a letter addressed to Prime Minister Boris Johnson as
saying.

The letter said the government's move to restrict travel was
"haphazard and disproportionate" and disrupted Christmas for
families and businesses alike, Reuters relates.

The letter was signed by the chief executive officers of British
Airways, easyJet, Ryanair, Loganair, Virgin Atlantic and Jet2.com,
the managing director of TUI UK & Ireland, as well as trade body
Airlines UK, Reuters notes.






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

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace
-------------------------------------------------------------
Author: Warren E. Agin
Publisher: Bowne Publishing Co.
List price: $225.00
Review by Gail Owens Hoelscher

Red Hat Inc. finds itself with a high of 151 5/8 and low of 20 over
the last 12 months! Microstrategy Inc. has roller-coasted from a
high of 333 to a low of 7 over the same period! Just when the IPO
boom is imploding and high-technology companies are running out of
cash, Warren Agin comes out with a guide to the legal issues of the
cyberage.

The word "cyberspace" did not appear in the Merriam-Webster
Dictionary until 1986, defined as "the on-line world of computer
networks." The word "Internet" showed up that year as well, as "an
electronic communications network that connects computer networks
and organizational computer facilities around the world."
Cyberspace has been leading a kaleidoscopic parade ever since, with
the legal profession striding smartly in rhythm. There is no
definition for the word "cyberassets" in the current
Merriam-Webster. Fortunately, Bankruptcy and Secured Lending in
Cyberspace tells us what cyberassets are and lays out in meticulous
detail how to address them, not only for troubled technology
companies, but for all companies with websites and domain names.
Cyberassets are primarily websites and domain names, but also
include technology contracts and licenses. There are four types of
assets embodied in a website: content, hardware, the Internet
connection, and software. The website's content is its fundamental
asset and may include databases, text, pictures, and video and
sound clips. The value of a website depends largely on the traffic
it generates.

A domain name provides the mechanism to reach the information
provided by a company on its website, or find the products or
services the company is selling over the Internet. Examples are
Amazon.com, bankrupt.com, and "swiggartagin.com." Determining the
value of a domain name is comparable to valuing trademark rights.
Domain names can come at a high price! Compaq Computer Corp. paid
Alta Vista Technology Inc. more than $3 million for "Altavista.com"
when it developed its AltaVista search engine.

The subject matter covered in this book falls into three groups:
the Internet's effect on the practice of bankruptcy law; the ways
substantive bankruptcy law handles the impact of cyberspace on
basic concepts and procedures; and issues related to cyberassets as
secured lending collateral.

The book includes point-by-point treatment of the effect of
cyberassets on venue and jurisdiction in bankruptcy proceedings;
electronic filing and access to official records and pleadings in
bankruptcy cases; using the Internet for communications and
noticing in bankruptcy cases; administration of bankruptcy estates
with cyberassets; selling bankruptcy estate assets over the
Internet; trading in bankruptcy claims over the Internet; and
technology contracts and licenses under the bankruptcy codes. The
chapters on secured lending detail technology escrow agreements for
cyberassets; obtaining and perfecting security interests for
cyberassets; enforcing rights against collateral for cyberassets;
and bankruptcy concerns for the secured lender with regard to
cyberassets.

The book concludes with chapters on Y2K and bankruptcy; revisions
in the Uniform Commercial Code in the electronic age; and a
compendium of bankruptcy and secured lending resources on the
Internet. The appendix consists of a comprehensive set of forms for
cyberspace-related bankruptcy issues and cyberasset lending
transactions. The forms include bankruptcy orders authorizing a
domain name sale; forms for electronic filing of documents;
bankruptcy motions related to domain names; and security agreements
for Web sites.

Bankruptcy and Secured Lending in Cyberspace is a well-written,
succinct, and comprehensive reference for lending against
cyberassets and treating cyberassets in bankruptcy cases.



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

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

Copyright 2021.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


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