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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, January 12, 2022, Vol. 23, No. 3

                           Headlines



C Z E C H   R E P U B L I C

[*] CZECH REPUBLIC: Corporate Bankruptcies Up 22% to 742 in 2021


F R A N C E

BISCUIT HOLDING: S&P Affirms 'B-' Long-Term ICR, Outlook Stable
LUNE SARL: S&P Assigns 'B' Long-Term ICR, Outlook Stable
SILICA SAS: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
TEREOS FINANCE: S&P Assigns 'B+' Rating on New Sr. Unsecured Notes
TEREOS SCA: Fitch Rates Planned Senior Unsec. Notes 'B+(EXP)'



G E R M A N Y

CERAMICS GROUP: S&P Assigns Preliminary 'B' ICR, Outlook Stable
MV WERFTEN: Files for Bankruptcy Protection


I T A L Y

BANCA CARIGE: Credit Agricole Italia Submits Conditional Offer


L U X E M B O U R G

COVIS FINCO: S&P Assigns Preliminary 'B' ICR on Debt Refinancing
EUROPEAN TOPSOHO: Wants SMCP General Meeting Postponed


S P A I N

FOOD SERVICE: Fitch Rates Proposed EUR275MM Unsec. Notes 'BB-'
FOOD SERVICE: Moody's Rates Sr. Unsecured Notes 'B1'


S W I T Z E R L A N D

HERENS MIDCO: Moody's Affirms B3 CFR, Outlook Stable
HERENS MIDCO: S&P Alters Outlook to Negative, Affirms 'B' ICR


T U R K E Y

ORDU YARDIMLASMA: Fitch Affirms 'BB-' LT IDR, Outlook Negative


U N I T E D   K I N G D O M

BELL GROUP: Replacement Trustee Executes DORAs for Bonds
CARILLION PLC: KPMG Auditors Misled Regulators During Inspections
TRADEWISE INSURANCE: Enters Administration

                           - - - - -


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C Z E C H   R E P U B L I C
===========================

[*] CZECH REPUBLIC: Corporate Bankruptcies Up 22% to 742 in 2021
----------------------------------------------------------------
According to bne IntelliNews, the Czech News Agency reported the
number of corporate bankruptcies in Czechia in 2021 was the highest
since 2017; a total of 742 corporate bankruptcies were recorded,
which is 22% more year-on-year, shows a study by CRIF -- Czech
Credit Bureau.

"In 2020, despite the significant economic downturn, the number of
corporate bankruptcies was the lowest since 2008, when the current
insolvency law came into force.  Many of the companies that would
have closed their business in 2020 survived thanks to a combination
of state [anti-coronavirus] support and the fact that they did not
have to file for bankruptcy for most of 2020 without undue delay,"
bne IntelliNews quotes CRIF analyst Vera Kamenickova as saying.

The analysts expect the number of corporate bankruptcies to
increase in 2022, mainly due to a growth in price of inputs and
credits, bne IntelliNews discloses.

The highest number of corporate bankruptcies in 2021 was recorded
in the capital Prague (334), followed by the South Moravian Region
(84) and the Moravian-Silesian Region (69), bne IntelliNews states.
On the other hand, the lowest number of bankruptcies was declared
in the Zlin and Hradec Kralove Regions (both 13) and in Vysocina
Region (14), bne IntelliNews notes.



===========
F R A N C E
===========

BISCUIT HOLDING: S&P Affirms 'B-' Long-Term ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on Biscuit Holding S.A.S. (Biscuit International or BI), its 'B-'
issue rating on the first-lien debt instrument (TLB), and its 'CCC'
issue rating on the second-lien instrument.

S&P said, "The stable outlook reflects our forecast that S&P Global
Ratings-adjusted debt to EBITDA will decrease to 8x at end-2022
(versus about 10x in 2021) with rising positive free operating cash
flow (FOCF). This is thanks to the equity injection for the
acquisition and our view that the operating performance should
gradually pick up upon realization of cost savings."

The CB acquisition should increase BI's scale of operations and
product range, but the private label biscuits market remains highly
fragmented. The combined group will create the largest European
player in the relatively noncyclical private-label biscuits
segment, with revenue of EUR950 million for 2022. However, this
translates into a European market share of only about 9% because
the market is still widely fragmented with numerous smaller
players. S&P thinks BI is likely to continue to be active in
consolidating the European market over the coming years.

After completion, the group will benefit from a larger scale of
operations, with 33 factories across Europe and a larger presence
and salesforce in key markets like Germany. The combined group
should be able to capitalize on its strong commercial relationships
with large retailers (notably Aldi and Lidl) for which it aims to
be a one-stop-shop with its large product offering.

At first, the operating margin will likely decline, given that CB
has slightly lower profitability than BI, but the spare volume
capacity means the group should be able to increase productivity
and gross margin if it is able to gain market share and sell more
volumes to existing and new retail customers. S&P also believes
that the group should be able to gradually lift profitability from
about 12%-13% in 2022 to 13%-14% in 2023 and 14%-14.5% in 2024
through realization of cost savings and synergies.

The combination will also enable BI to increase the breath of its
product offering with limited reliance on a single product (the
largest product category accounting for 8% of revenue). That said,
product offering will largely remain within the private-label
biscuits category.

With CB, the group is slightly diversifying its geographical
footprint by increasing its presence in Germany, a large mature
consumer market, enabling it to enter neighboring European markets
like Poland and Sweden. That said, the group will continue to
derive most of its revenue from three main Western European
markets: Germany (24% of 2022 pro forma revenue), France (21%), and
the Netherlands (16%).

S&P said, "We project adjusted leverage will decrease to 8x in 2022
from 10x in 2021, with positive FOCF, creating rating headroom at
the 'B-' level. Despite very high projected adjusted debt leverage
of 10x for 2021, we forecast that BI should be able to deleverage
to 8x by year-end 2022 and to 7.0x-7.5x in 2023, thanks to a
combination of gradually improving operating performance and a
supportive funding mix for the acquisition."

The EUR333 million acquisition of CB is funded 58% by debt and 42%
by equity. The first-lien senior debt consists of a tap of EUR205
million on the existing EUR490 million first-lien TLB, totaling
EUR695 million. The second-lien debt consists of the existing
EUR110 million second-lien loan and a new EUR40 million separate
tranche, not fungible. Offsetting the debt increase, there is a
sizable equity injection of EUR180 million from sponsor Platinum
Equity. Overall, S&P forecasts adjusted debt will rise to about
EUR940 million-EUR950 million in 2022 (versus EUR672 million in
2021).

S&P said, "Supportive of the deleveraging trend is our projection
of continuously improving positive FOCF of EUR25 million-EUR35
million in 2022, rising to EUR35 million-EUR45 million in 2023. We
think this should enable the group to fund adequately its day to
day operations and have a cash buffer in case of higher cash needs
for working capital for example.

"We have not factored further debt-financed acquisitions into our
projections for 2022 and 2023, but we think it plausible that BI
will again further consolidate the market. BI has a long history of
pursuing debt-financed acquisitions: Continental Bakeries
(Netherlands) and Dan Cake (Portugal) in 2021; Aviateur in 2019;
Arluy (Spain), Stroopwafel & Co. (Netherlands), and NFF (U.K.) in
2018; and A&W (Germany) in 2017. CB is by far the largest
acquisition in size and thus brings execution risks, but it is in
the same product category and in Europe, with similar retail
customers, thus limiting risks.

"We expect the group will focus on the integration of CB and
related cost synergies in 2022 but acknowledge the group may look
again at small or midsize acquisitions in the highly fragmented
private-label European biscuit market from 2023. We have not
factored acquisitions into our base case for 2022 and 2023--any
significant debt-financed acquisitions could slow the deleveraging
path of the group.

"That said, we note the group is well funded to manage its day to
day business with no near term refinancing risks until 2026. The
EUR85 million undrawn revolving credit facility (RCF), EUR40
million of cash balances, and projected positive FOCF of EUR 25
million-EUR35 million means the group should be able to absorb any
potential working capital swings or extra capital expenditure
(capex) needed. The business is not very seasonal, with limited
capex intensity, and we do not expect financial covenants to be
tested in 2022."

S&P Global Ratings believes the omicron variant is a stark reminder
that the COVID-19 pandemic is far from over. Uncertainty still
surrounds its transmissibility, severity, and the effectiveness of
existing vaccines against it. Early evidence points toward faster
transmissibility, which has led many countries to reimpose social
distancing measures and international travel restrictions. S&P
said, "Over coming weeks, we expect additional evidence and testing
will show the extent of the danger it poses to enable us to make a
more informed assessment of the risks to credit. In our view, the
emergence of the omicron variant shows once again that more
coordinated and decisive efforts are needed to vaccinate the
world's population to prevent the emergence of new, more dangerous
variants."

S&P said, "The stable outlook reflects our view that BI will
generate positive FOCF of about EUR25 million-EUR35 million and
improve its credit metrics in 2022 under our base-case scenario. We
anticipate adjusted debt leverage will decrease to about 8x in 2022
(from 10x at end-2021), with adjusted funds from operations (FFO)
cash interest coverage to rebound to close to 4x (from about 2.7x
in 2021)."

This should be supported by a gradual improvement in the operating
performance and profitability of the group as well as the sizable
equity component of the acquisition of CB.

With its largest platform, we think the group should be well
positioned to increase sales to its key European retail customers
and should benefit gradually from higher productivity and improved
operating efficiency once it integrates CB's operations.

The positive FOCF generation also means the group should be able to
self-fund adequately its day to day operations and retain full
flexibility under its RCF and financial covenant headroom.

S&P said, "We could take a positive rating action if S&P Global
Ratings-adjusted EBITDA and FOCF increase significantly higher than
our assumptions, such that adjusted debt leverage is comfortably
within 6x-7x with strong positive FOCF. This could occur from
stronger-than-expected volumes due to higher penetration of its
products in main markets and a very successful execution of the
business plan and integration of CB's activities.

"We could downgrade BI over the next 12 months if its credit
metrics deviate significantly from our base case with adjusted debt
leverage remaining close to 10x and FOCF turning negative."

Continued very high debt leverage would likely suggest the capital
structure of the group was unsustainable with high refinancing
risks. The negative FOCF would weaken the group's liquidity
position and ability to self-fund its operations with the risk of
high pressure on financial covenants.

S&P thinks EBITDA decline could arise from a continued decline in
volumes and low productivity despite the larger scale of
operations, large delays and cost overruns on the integration and
cost savings plan, or significant new debt-financed acquisitions
before the group has markedly deleveraged.


LUNE SARL: S&P Assigns 'B' Long-Term ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Kem One's intermediate parent company, Lune S.a.r.l., and its
'B' issue rating to the EUR450 million senior secured notes.

The stable outlook reflects S&P's view that PVC and caustic soda
volumes and prices will reduce in 2022 and 2023 as business
conditions normalize, although we expect debt to EBITDA to remain
well below 6.5x and free operating cash flow (FOCF) to remain
positive.

In September 2021, Kem One's current owner entered into exclusive
negotiations to sell the company to the private equity firm Apollo
Funds (Apollo). As part of the transaction, Kem One issued:

-- EUR450 million senior secured notes; and

-- A EUR100 million super senior RCF.

Apollo also contributed about EUR245 million of equity. S&P
understands that the capital structure also includes a sizable
EUR106 million cash position, which will pre-fund part of Kem One's
capital expenditure (capex) program.

Kem One benefits from a good market position in Europe. The company
is the second-largest manufacturer of PVC and the largest producer
of caustic soda in Southern Europe, with capacity of about 850
kilotons (kt) and 650 kt, respectively. It also enjoys niche
leading market positions in chloromethanes. The PVC market has
gradually improved in recent years through consolidation and
capacity reductions, leading to more a favorable pricing
environment. S&P also notes that Kem One has good customer
diversification, with its top 10 customers representing about 22%
of revenue.

S&P said, "In our view, the company's size and scale will continue
to limit our business profile assessment. Kem One holds about 1% of
the global PVC supply capacity. It competes with larger and more
diversified peers such as Ineos, Dow, and Westlake. We note some
geographic concentration in the French and Western Europe markets."
In addition, Kem One is exposed to cyclical end markets such as
construction, which is the main market to use its general and
specialty PVC.

Kem One's profitability has lagged that of its chemical peers in
the past, but we expect it will sustainably improve due to the
company's new ethylene import terminal and other initiatives. In
2018-2020, EBITDA margins ranged between 9% and 11%. S&P said, "We
also note that Kem One's manufacturing utilization rate is below
the industry average. However, the company recently built an
ethylene import terminal, which will improve the reliability of its
ethylene supply and improve its pricing terms--which are already
largely locked in--with its two historical ethylene suppliers. We
think this new ethylene terminal, along with other management
initiatives on operations and site maintenance, could sustainably
improve the margins to above 14%."

Kem One will post a record performance in 2021, but business
conditions will normalize in the coming years. S&P said, "We expect
sales of about EUR1.2 billion in 2021, up by about 50% compared to
previous years. Very strong demand in PVC has led to an increase of
more than 10% in volumes and 30% in prices, boosting Kem One's
performance in 2021. Low client inventories and supply chain
tensions also support the robust demand and Kem One's performance.
Similarly, we expect the S&P Global Ratings-adjusted EBITDA margin
to materially increase to about 19.0%-19.5%, reflecting the
increase in prices and chlorovinyl spreads. However, we expect
business conditions to gradually normalize in 2022 and 2023, with
declining volumes and prices. We therefore forecast sales to
decline by more than 10% in 2022 and then by 7%-10% in 2023."

S&P said, "We expect that the company's capex program will
constrain FOCF in 2022 and 2023, although it will remain positive.
Kem One's main capex project relates to the conversion of its
manufacturing process at the Fos-sur-Mer site into a more efficient
technology. We expect this project to end in 2024 and result in
lower raw material and maintenance costs. Overall, we forecast that
capex will represent about 10% of sales in 2021-2023.

"Adjusted debt to EBITDA was limited when the transaction closed,
but we expect releveraging in 2022 and 2023 as margins normalize.
We expect adjusted debt to EBITDA of about 2.0x in 2021. However,
we forecast that adjusted leverage will rise to about 3.5x in 2023
as PVC prices and operating margins gradually decline. We also
anticipate annual FOCF of EUR20 million-EUR40 million in the coming
years.

"For rating upside, we need a track record and commitment from the
financial sponsor Apollo to maintain low financial leverage.
Although we do not deduct cash from debt in our calculation owing
to Kem One's private-equity ownership, we expect cash could be
partly used to fund bolt-on mergers and acquisitions (M&A) or
shareholder remuneration. In the medium term, the financial
sponsor's commitment to maintaining financial leverage sustainably
below 5.0x would be necessary for rating upside.

"The final ratings are in line with the preliminary ratings we
assigned on Nov. 2, 2021.

"The stable outlook reflects our view that PVC and caustic soda
volumes and prices will reduce in 2022 and 2023 as business
conditions normalize, although we expect debt to EBITDA to remain
well below 6.5x and FOCF to remain positive."

S&P could lower the ratings if:

-- The company experienced more pronounced price and margin
pressures than we anticipate, leading to limited or negative FOCF;

-- Adjusted debt to EBITDA remained above 6.5x over a prolonged
period;

-- Liquidity pressure arose; or

-- Kem One and its financial sponsor were to follow a more
aggressive strategy with regard to higher leverage or shareholder
returns.

S&P could raise the ratings if Kem One's management and financial
sponsor build a track record of, and show commitment to,
maintaining such leverage metrics. Under this scenario, Kem One
would consistently maintain:

-- Adjusted debt to EBITDA below 5x; and

-- Funds from operations (FFO) to debt above 12%.

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


SILICA SAS: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to France-based Silica SAS (SGD Pharma). We also assigned a 'B'
issue rating to the EUR500 million term loan B (TLB).

The stable outlook reflects our expectation that SGD Pharma will
continue to benefit from its strong market position in the pharma
packaging industry. In the next 12 months, we forecast S&P Global
Ratings-adjusted debt to EBITDA at about 6.0x, and positive, albeit
minimal, free operating cash flow (FOCF).

PAI Partners has completed the acquisition of pharma glass
packaging producer SGD Pharma.

To finance the acquisition, the company, through Silica SAS, raised
a EUR500 million senior secured TLB and a EUR90 million revolving
credit facility (RCF), both due 2028.

SGD Pharma's strong market positions, long-standing customer
relations, pricing power, and geographical diversification support
its business risk profile. The company also benefits from the
stringent regulatory requirements and qualification processes,
typical of the pharma market, which constitute solid entry barriers
to competitors. S&P said, "We understand that SGD Pharma has
long-standing relations with blue chip pharma companies. SGD
Pharma's ability to consistently deliver quality products results
in high pricing power, the ability to pass increases in raw
material or energy costs onto customers, and a stable customer
base. We also consider that SGD Pharma's geographical
diversification is adequate. The company generates 55% of its
revenue in Europe, 14% in North America, 10% in China, 9% in India,
and 13% in the rest of the world (mainly the Middle East and Latin
America)." SGD Pharma's manufacturing footprint benefits from its
presence in emerging markets such as India and China. These markets
have higher growth rates and a lower cost base than more mature
markets.

SGD Pharma's size and high capital expenditure (capex) and working
capital requirements constrain the business risk assessment. S&P
said, "The glass industry's high operational gearing and cyclical
working capital requirements, which relate to the periodical
maintenance of its furnaces, adversely affect our assessment of
business risk, as does SGD Pharma's exposure to only one substrate.
That said, this is partially offset by the low substitution risk
that glass pharma packaging faces. In addition, we believe that the
extensive and lengthy revamp program necessary to bring the Sucy
plant in line with the group's quality levels further hampers the
business risk profile."

SGD Pharma's financial risk profile reflects both its highly
leveraged credit metrics and financial sponsor ownership. S&P said,
"We expect S&P Global Ratings-adjusted leverage to decrease to
about 6.0x by year-end 2022, from our estimate of 7.5x-8.0x in
2021. We anticipate that stronger demand, cost savings, and fewer
scheduled furnace repairs will allow EBITDA to recover. Similarly,
we anticipate an improvement in funds from operations (FFO) to debt
to about 11.0%-12.0% by year-end 2022 from our estimation of about
9% at year-end 2021. Our debt adjustments exclude the EUR100
million convertible bonds held by PAI Partners. These bonds qualify
for equity treatment under our methodology because of their
expected pricing, equity-stapling clause, and highly subordinated
and default-free features."

The financial risk profile assessment also reflects that SGD Pharma
is controlled by a financial sponsor. S&P believes that financial
sponsors typically follow aggressive financial strategies that
include debt-funded shareholder returns or large acquisitions.

S&P said, "We forecast minimal FOCF generation in 2022.We expect
some recovery in FOCF in 2022 thanks to EBITDA growth, because we
anticipate that hospital activity will gradually pick up. We
believe that SGD Pharma's FOCF will reach only EUR1 million–EUR2
million in 2022, improving from 2021's negative EUR15
million–EUR20 million. Higher capex needs and the reduction in
seasonal pathologies and hospital activity undermined cash
generation in 2021. We believe that the group's future FOCF
generation remains exposed to capex needs. In our view, annual
capex will remain high at about EUR50 million-EUR55 million during
2022-2023 to fund exceptional furnace repairs, including those at
the Sucy site. We expect the planned investments in the Sucy
production facilities will support an improvement in long-term FOCF
generation.

"The ratings are in line with the preliminary ratings we assigned
on July 20, 2021, following the close of the transaction and our
review of the final documentation.

"The stable outlook indicates our expectation that SGD Pharma will
continue to benefit from its strong market position in the pharma
packaging industry. In the next 12 months, we forecast S&P Global
Ratings-adjusted debt to EBITDA at about 6.0x, and positive, albeit
minimal, FOCF."

S&P could take a negative rating action if:

-- FOCF was negative on a sustained basis without material
deleveraging; or

-- S&P's assessment of SGD Pharma's financial policy indicated
that there was an elevated risk of increased leverage because of
aggressive shareholder strategies, such as large debt-funded
acquisitions or dividend payments.

S&P could raise the rating if:

-- Debt to EBITDA decreased toward 5x on a sustained basis; and

-- The group's financial policy supported such credit metrics.

ESG credit indicators: E-2 S-2 G-3

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of SGD Pharma. Our
assessment of the company's financial risk profile as highly
leveraged reflects corporate decision making that prioritizes the
interests of the controlling owners, in line with our view of the
majority of rated entities owned by private-equity sponsors. Our
assessment also reflects generally finite holding periods and a
focus on maximizing shareholder returns. Environmental factors have
an overall neutral influence on our credit rating analysis. Glass
production is an energy-intensive process that we consider will
remain subject to tight environmental regulations. However, we
believe that packaging materials are less exposed to substitution
risk in the pharma industry due to the technical requirements and
stringent qualification processes needed for new packaging
products."


TEREOS FINANCE: S&P Assigns 'B+' Rating on New Sr. Unsecured Notes
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue ratings to the proposed
senior unsecured notes to be issued by Tereos Finance Groupe I and
guaranteed by Tereos SCA (B+/Stable/--), the group's holding
company. The proposed notes will mature in 2027.

S&P said, "We also assigned our '4' recovery rating to the notes,
indicating our expectation of recovery prospects of 30%-50%
(rounded estimate: 40%) in a default scenario. We understand the
new notes will rank pari passu with the group's senior unsecured
debt. Our ratings also factor some structural subordination, given
the large amount of debt at operating subsidiaries in Europe and
Brazil.

"We understand Tereos will use the proceeds to repay existing debt,
including part of its EUR600 million unsecured notes due in 2023.
As a result, the refinancing will benefit the company's average
debt maturity profile while the total debt amount will not change
following the planned issuance."

Earlier, in the second quarter of the 2021-2022 fiscal year (ending
March 31), Tereos refinanced its revolving credit facility for the
Sugar Europe division with a sustainability-linked loan, extending
its maturity to 2026.

S&P assumes the group's adjusted debt leverage will be close to 5x
this year and below 5x next year (with the fiscal year ending March
31).

Issue Ratings--Recovery Analysis

Key analytical factors

-- The senior unsecured notes have an issue rating of 'B+' and
recovery rating of '4'.

-- The recovery rating indicates S&P's expectation of average
(30%-50%; rounded estimate: 40%) recovery in a hypothetical default
scenario.

-- The ratings reflect S&P's view that the notes are structurally
subordinated to the large amount of senior bank debt held by
various subsidiaries, and by the unsecured nature of the debt
instruments.

-- In S&P's hypothetical default scenario, we assume persistent
weak sugar cane and sugar beet harvests due to adverse weather
conditions, an accelerated decline in demand for sugar in Europe, a
sharp decline in ethanol prices due to new lockdowns or higher
imports, and sharp increase in raw materials for starch and
sweeteners activities.

Simulated default assumptions

-- Simulated year of default: 2025
-- EBITDA at emergence: EUR434 million
-- EBITDA multiple: 5x
-- Jurisdiction: France

Simplified waterfall

-- Net enterprise value (after assumed administrative expenses):
EUR2.06 billion

-- Priority debt and first-lien debt: EUR989 million

-- Total value available to unsecured claims: EUR1.07 billion

-- Senior unsecured debt claims: EUR2.55 billion

    --Recovery expectations: 30%-50% (rounded estimate: 40%)

All debt amounts include six months' prepetition interest.


TEREOS SCA: Fitch Rates Planned Senior Unsec. Notes 'B+(EXP)'
-------------------------------------------------------------
Fitch Ratings has assigned Tereos SCA's (Tereos) planned senior
unsecured notes issue an expected 'B+(EXP)' rating with a Recovery
Rating of 'RR5'.

The assignment of the final instrument rating is contingent on the
placement of the notes with final documents materially conforming
with the information received by Fitch during the rating process.

The notes will be issued by Tereos Finance Groupe 1 (FinCo) and the
company plans to use the proceeds for debt-refinancing purposes.
The notes are rated in line with other senior unsecured debt that
is currently outstanding at Finco, ie one notch below Tereos SCA's
'BB-' Issuer Default Rating (IDR), reflecting their structural
subordination to prior-ranking debt at Tereos operating entities
and the high share of secured debt within the group's total debt.

The 'BB-' IDR of Tereos reflects its resilient market position as
the second-largest sugar producer globally with an asset-heavy
business model, operations and raw-materials sources spread across
Europe and Latin America and a pricing mechanism for beetroot
supply that protects profitability from sugar-price swings. Also,
it benefits from moderate product diversification and mid-sized
scale compared with that of global commodity traders. This is
balanced by high leverage that is more consistent with a lower
rating category.

The Stable Outlook reflects Fitch's expectations of
operating-profit recovery from FY22 (ending March 2022), due to
volumes normalisation in Europe, price increases driven by a new
commercial strategy and a supportive market environment, efficiency
gains, as well as anticipated moderation in capex further
supporting cash flow.

KEY RATING DRIVERS

Gradual Profit Recovery: Fitch expects Tereos' EBITDA to continue
its recovery started in FY21, following a very weak performance
over FY19-FY20. Resilient demand and higher sugar prices since FY21
should lead to sustainably stronger results from FY23, once the
group's volumes normalise. Performance in FY22 remains constrained
by lower sugar production in France affected by jaundice during the
2020-2021 sugarbeet campaign as well as by a lower sugarcane
harvest in Brazil. FY22 profits are also being challenged by higher
energy costs but Tereos is well-hedged for the current sugarbeet
campaign in Europe; Fitch also expects the continuation of cost
pass-through in the value chain to the end customers should this
challenge persist.

FFO Normalisation: While Fitch does not assume sugar prices will
remain at the current peak of USD20 cents/lb, Fitch expects the
combination of volume normalisation and price recovery from their
trough to increase EBITDA toward EUR550 million in FY23 (FY21:
EUR435 million) and FFO to exceed EUR400 million (FY21: EUR254
million), the minimum that Fitch views as being consistent with a
'BB-' IDR. 1HFY22 results show the improvement is also supported by
efficiency initiatives, which include the completion of its
'Ambitions 2022' plan and a shift in the focus of its commercial
strategy in starch and sweeteners to value from volumes. Fitch also
assumes that profitability in its Brazilian operations will partly
benefit, through to FY25, from a growing share of own-farmed sugar
cane in the sourcing mix.

Leverage Headroom Restored from FY22: Fitch expects readily
marketable inventories (RMI)-adjusted FFO net leverage to reduce to
approximately 5.0x in FY22 (FY21: 6.8x) and to below 4.5x from
FY23, creating sufficient headroom against the negative rating
trigger of 5.0x. Fitch projects net debt (adjusted for factoring)
to fall toward EUR2.4 billion by FY24 (FY21: EUR2.6 billion,
including EUR204 million of factoring-line utilisation). Fitch's
projections are more conservative than Tereos' target of below EUR2
billion by FY24. Fitch assumes that the group will continue
adhering to a conservative financial policy, limiting shareholder
remuneration mostly to the application of the sugar-beet pricing
formula and possibly continuing its disposal of non-core assets,
which in 1HFY22 raised approximately EUR100 million.

Shift to Neutral/Positive FCF: Fitch expects Tereos to maintain the
neutral-to-positive FCF generation it delivered in FY21 after a
trend of negative FCF in FY18-FY20. In addition to stronger profit,
Fitch expects FCF will be supported by a reduction in annual capex
to around EUR300 million a year (FY21: EUR368 million) and prudent
dividends of EUR20 million-EUR25 million per year in FY22-FY24,
only partly offset by anticipated working-capital outflows.

Strong Business Profile: Tereos has a business profile that is
commensurate with the mid-to-high end of the 'BB' rating category
through the cycle. This reflects its large operational scope and
strong position in a commodity market with moderate long-term
growth prospects. It is diversified with production in the EU and
Brazil, and with a presence in starches, sweeteners and protein
products, reducing reliance on sugar operations. It also has
flexibility to alternate between sugar- and ethanol-processing,
depending on market prices, as well as a flexible pricing mechanism
for beetroot procurement agreed with its member farmers, which
should support profit-margin resilience.

Weak Bond Recovery Prospects: The senior unsecured rating for
FinCo's outstanding EUR1,025 million bonds, as well as the expected
rating for the prospective bond, is one notch below Tereos' IDR,
reflecting their structural subordination to prior-ranking debt at
Tereos operating entities (FY21: 4.1x consolidated EBITDA; 57% of
total debt) and a high share of secured debt in its total debt
(FY21: 27%). Fitch expects the debt structure to remain largely
unchanged for the next four years. Under Fitch's criteria this
indicates lower recoveries for unsecured debt raised by FinCo than
secured debt.

ESG - Exposure to Ecological Risks: Tereos has an ESG Relevance
Score for Waste & Hazardous Materials Management; Ecological
Impacts of '4'. This reflects the impact on the volumes of its
sugar production in France from regulation that has restricted the
use of neonicotinoid-based insecticides in beetroot farming. As a
result, jaundice materially spread across sugar beet farms in
France, reducing yields by 26% compared with average levels for the
2019/2020 crop. While the authorities have now approved the
re-introduction of neonicotinoid until 2023 the risks for disease
outbreaks remain post-2023.

Tereos' management believe that alternative solutions, such as
resistant sugar beet varieties and sowing techniques that are under
development should be sufficiently effective to maintain farming
yields despite the definitive ban of neonicotinoid treatment.

DERIVATION SUMMARY

Tereos' 'BB-' IDR is four notches below that of larger and
significantly more diversified commodity trader and processor Bunge
Limited (BBB/Stable). Tereos is also rated one notch below Andre
Maggi Participacoes S.A. (Amaggi; BB/Stable), an integrated
agribusiness company based in Brazil. Although both companies have
comparable scale and asset-heavy businesses, with Tereos exposed to
moderate product diversification and Amaggi heavily reliant on one
region, the latter benefits from a more conservative capital
structure and stronger FCF generation than Tereos.

Tereos has comparable scale with and is focussed on few commodities
as similarly rated Kernel Holding S.A. (BB-/Positive). Although
Kernel has lower leverage, this is balanced by its dependence on a
single source of supply, Ukraine, compared with Tereos' ability to
source raw materials from Europe and Brazil.

Tereos benefits from a stronger business profile than Corporacion
Azucarera del Peru S.A. (B+/Stable), whose rating reflects higher
geographical and product concentration. Tereos also benefits from
lower refinancing risk and greater financial flexibility than
Corporacion Azucarera del Peru, but this is partly offset by higher
leverage.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer
include:

-- USD/EUR at 1.2 over the next four years, and USD/BRL at 5.25
    in FY22 and flat at 5.3 in FY23-FY25;

-- International sugar price NY11 averaging at USD0.16/lb in FY22
    before declining to USD0.145/lb in FY23 and stabilising at
    around USD0.135/lb in FY24-FY25. European sugar prices at
    average EUR470/tonne in FY22. Fitch assumes the global balance
    will only be in mild surplus next season, as growing supply
    from India and eastern Europe will be moderated by a still low
    harvest in Brazil and growing global consumption in the
    anticipated post-pandemic economic recovery. Thus, Fitch
    assumes that prices will remain high in the 2021-2022 season,
    and correct from FY24 toward USD0.135/lb;

-- Fitch-adjusted EBITDA margin improving toward 11.5% in FY23
    and stabilising at 11%-11.5% in FY24-FY25, from 10.1% in FY21;

-- Capex of around EUR300 million-EUR320 million a year for the
    next four years;

-- Dividends paid to cooperative members of around EUR20 million-
    EUR25 million a year;

-- No material M&A transactions over the next four years;

-- Credit lines used to finance operations are renewed.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- Strengthening profitability (excluding price fluctuations) as
    measured by RMI-adjusted EBITDAR/gross profit returning to
    above 30%, reflecting reasonable capacity utilisation in sugar
    beet and overall increased efficiency;

-- At least neutral FCF while maintaining strict financial
    discipline;

-- Consolidated FFO net leverage (RMI-adjusted) consistently
    below 4x, aided by debt repayments rather than cyclical profit
    expansion.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- Reduced financial flexibility as reflected in FFO interest
    coverage (RMI-adjusted) falling permanently below 2.5x or an
    inability to maintain adequate availability under committed
    medium-term credit lines;

-- Inability to maintain cost savings derived from the efficiency
    programme or excessive idle capacity in different market
    segments, leading to weak RMI-adjusted EBITDAR/gross profit on
    a sustained basis;

-- Inability to return consolidated FFO to approximately EUR400
    million;

-- Consolidated FFO net leverage (RMI-adjusted) above 5.0x on a
    sustained basis, reflecting higher refinancing risks.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Tereos' internal liquidity score (defined
as unrestricted cash plus RMI plus accounts receivables divided by
total current liabilities) remained weak at 0.8x as of FYE21. At
the same time the group has improved its maturity profile following
the refinancing of a number of credit facilities since end-March
2021, as well as the issue of an EUR125 million tap on its 2025
7.5% bonds. Liquidity was also supported at end-September 2021 by
EUR725 million of undrawn committed RCFs due between December 2022
and 2026.

ISSUER PROFILE

Tereos is the world's second-largest sugar producer and
third-largest alcohol, ethanol and starch producer in Europe. It is
a cooperative with 12,000 cooperative farmer shareholders based in
France, who provide the group with sugar-beet raw materials.

ESG CONSIDERATIONS

Tereos has an ESG Relevance Score of '4' for Waste & Hazardous
Materials Management; Ecological Impacts, due to risks related to
regulatory changes for application of crop protection products by
farmers. This has a negative impact on the credit profile, and is
relevant to the rating in conjunction with other factors.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.



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

CERAMICS GROUP: S&P Assigns Preliminary 'B' ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to CTEC I GmbH, which after closing will become a
holding company for Ceramics Group CTEC I (CeramTec). S&P also
assigned its preliminary 'B' issue rating and '3' recovery rating
to the EUR1,680 million senior secured facilities issued by CTEC
III GmbH.

S&P said, "We will withdraw the ratings on CeramTec BondCo GmbH
when the transaction closes in the first quarter of 2022 at the
issuer's request. Debt will be repaid using the proceeds from newly
issued debt.

"The stable outlook reflects our view that the group will
deleverage towards 7.5x in 2022 and below 7.0x in 2023 (8.5x and
8.0x respectively including preferred equity certificates that we
view as debt-like) and maintain funds from operations (FFO) cash
interest coverage of above 2.5x consistently, delivering stable
margins and FOCF generation. We also anticipate that new owners
will not pursue a more aggressive financial policy, including
dividend recapitalizations in the next two years."

The buyout of CeramTec by BC Partners and CPPI for a total
consideration of about EUR3.8 billion will result in a refinancing
of the current capital structure. BC Partners, which currently owns
CeramTec under a different investment fund, along with PSP
Investments and Ontario Teachers' Pension Plan, has agreed to
jointly acquire CeramTec with CPPI. On completion of the
transaction, BC Partners and CPPI (together with co-investors) will
collectively own 90.7% of ordinary shares and 98.3% of preference
shares in CTEC Global S.a.r.l. (parent company of CTEC I GmbH),
which equals 97.7% of voting rights; management will hold the
remainder. The transaction will be financed through EUR1,945
million debt and about EUR1,900 million sponsor equity. Closing is
expected in the first quarter of 2022. The new capital structure
will comprise:

-- A 6.5-year EUR250 million senior secured revolving credit
facility (RCF),

-- A 7-year EUR1,430 million (equivalent) senior secured term loan
B (TLB), and

-- Other senior debt of about EUR500 million.

S&P said, "We expect CeramTec's leverage to rise slightly, but the
company's metrics should start to gradually improve throughout 2022
as profitability and cash flows increase. Under the new capital
structure, we expect CeramTec's adjusted gross debt levels to
increase to about EUR2,052 million (excluding preferred equity
certificates [PECs]) in 2022, compared to estimated EUR1,700
million in 2021. As a result, we expect the company's S&P Global
Ratings-adjusted debt to EBITDA will reach 7.5x by the end of 2022
(8.5x including PECs) and fall below 7.0x in 2023 (below 8.0x
including PECs). This compares with our estimated adjusted debt to
EBITDA of about 7.3x for 2021 (with the current capital structure).
FFO cash interest coverage should remain at 2.6x in 2022 and
further improve to 2.9x in 2023. This improvement in credit metrics
should mainly stem from very good recovery prospects in both
medical and industrial segments. We believe that revenue growth
will reach about 16% in 2021, and about 8% in 2022. We forecast the
adjusted EBITDA margin to grow to about 37% in 2021 and 38.5%-40%
in 2022, driven by faster medical expansion, which usually carries
a higher margin.

"We assess CeramTec as a financial sponsor-related owned entity,
given its acquisition by BC Partner and CPPIB. CeramTec's new
capital structure includes PECs that sit further up the group
structure outside the restricted group. We consider these
instruments as debt-like. This is because there are limited
transfer restrictions (to third parties of the PECS) and no
stapling to equity. There are also step-ups in the yield rate,
which ultimately results in interest of more than 15%. When
calculating adjusted debt, we consider CeramTec's new debt
facilities and then adjust for about EUR5.3 million of leases,
EUR13.6 million of trade receivables, about EUR88.4 million of
pension-related obligations, and the EUR260 million of PECs. We
apply a 100% cash haircut, and we consider that CeramTec may follow
a shareholder-friendly dividend policy.

"We believe that CeramTec's medical business will grow robustly,
driven by increasing market penetration of ceramics. We generally
consider the company's medical business as less prone to economic
cycles. However, it was affected by COVID-19 due to the
postponement of elective surgeries as COVID-19 patients were
prioritized. We have since seen the segment recovering very fast as
pandemic numbers reduce and surgeries resume. In the first nine
months of 2021, CeramTec's medical business recorded a 22% sales
increase driven by strong demand from Chinese market, while we do
not anticipate any slowdown in fourth-quarter 2021 or in 2022 as we
expect growth in the other end-markets to gradually accelerate
after the pandemic. The future growth will be supported by
CeramTec's leading position in the ceramic hip replacement
components market. CeramTec has a proven ability to deliver
high-quality components in large volumes, as one of the few market
players globally. Over the long term, high-performance ceramics
will continue to increase penetration in the hip replacement market
and other implant markets as it is considered to be more
sustainable over other materials such as metal. Furthermore, we
expect CeramTec to expand outside of the hip market into other
implants such as spine, knee, and shoulder." Moreover, the
successful completion of the Dentalpoint acquisition should ramp up
the broadening of CeramTec's offering, gaining access to the EUR4.6
billion dental market.

The industrial segment has rebounded well, despite component
shortages in the auto sector. Revenue volumes for CeramTec's
industrial segment depend on demand from various end-markets, which
are uncorrelated for the most part. They include mobility
(automotive; generating 29% of revenue in 2020), industrial
applications (29% of revenue), electronics (12%), and others. The
industrial business grew 17.1% in the first half of 2021 on the
back of recovery from lower volumes in all key segments, including
machinery, electronics, and automotive. S&P said, "We should see
some pressure coming from automotive over the next 12 months as the
industry suffers from component shortages and is forced to pause
manufacturing. In the longer term, we do not expect technological
shifts in the auto industry to have a negative impact on the
company's performance as the share of ceramic components should
continue to grow per vehicle. We also take a positive view of the
reorganization efforts in the industrial segment that helped to
preserve profitability in 2020. We believe that the streamlined
industrial business will continue to show resilience, although we
note CeramTec's position as a third-tier supplier may result in
limited pricing power. As a result, any pressure from heightened
competition could weigh on its performance."

Continued positive FOCF generation through the cycle supports the
ratings and indicates business resilience. The company has been
able to consistently generate positive FOCF for more than a decade.
S&P said, "We see this as a sign of credit strength and believe
that CeramTec will be able to carry slightly higher leverage after
the transaction on a pro forma basis. Despite a significant decline
in volumes in 2020, CeramTec managed to achieve EUR34.3 million of
FOCF, down from EUR94 million reported in 2019. We expect FOCF to
improve to about EUR100 million and in 2021 and EUR75 million-EUR80
million in 2022. Our forecast anticipate capital expenditure
(capex) increasing to EUR45 million in 2021 and EUR60 million in
2022."

Financial policy should remain consistent with the company's
historical approach. S&P said, "We do not incorporate any
exceptional shareholder distributions into our forecast. We believe
that new shareholders will focus on organic growth but also
consider acquisitions of a similar magnitude as Dentalpoint. In our
forecast we include EUR20 million bolt-ons annually."

S&P said, "The final ratings will depend on our receipt and
satisfactory review of all transaction documentation. Accordingly,
the preliminary ratings should not be construed as evidence of
final ratings. If S&P Global Ratings does not receive final
documentation within a reasonable time frame, or if final
documentation departs from materials reviewed, we reserve the right
to withdraw or revise our ratings. Potential changes include, but
are not limited to, utilization of loan proceeds, maturity, size
and conditions of the term loan, financial and other covenants,
security, and ranking.

"The stable outlook reflects our view that the group will
deleverage towards 7.5x in 2022 and below 7.0x in 2023 (8.5x and
8.0x respectively including PECs that we view as debt-like) and
maintain funds from operations (FFO) cash interest coverage of
above 2.5x consistently, delivering stable margins and positive
FOCF generation. We also anticipate that new owners will not pursue
a more aggressive financial policy, including dividend
recapitalizations in the next two years.

"We could lower the rating if the group's adjusted FFO to cash
interest coverage dropped to less than 2.5x, or if, in our view,
the group were not able to deleverage below 7.5x excluding PECs
(8.5x including PECs) or generate consistent positive FOCF. This
could occur if the group's operating performance deteriorated or if
it increased leverage through acquisitions or shareholder
remuneration.

"We are unlikely to upgrade CeramTec given the current highly
leveraged capital structure. We could raise the rating if the group
sustainably reduced adjusted debt to EBITDA below 6.5x (7.5x
excluding PECs) and increased adjusted FFO cash interest to above
3.0x."

Environmental, Social, And Governance

ESG credit indicators: E-2 S-2 G-3

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


MV WERFTEN: Files for Bankruptcy Protection
-------------------------------------------
The Associated Press reports that Germany is blaming the collapse
of a shipyard business on its Malaysia-based owner Genting Group,
saying the conglomerate refused to contribute to a government
bailout plan.

The MV Werften shipyard in northeastern Germany, which Genting
bought in 2016, filed for bankruptcy protection on Jan. 10 after
getting into financial difficulties over the construction of a
massive cruise liner, the AP relates.

The German government had earlier said it was willing to discuss a
EUR600 million (US$678 million) bailout plan that would protect
1,900 jobs, the AP recounts.

But German officials made clear that they wanted Genting, which is
majority-owned by Malaysian billionaire Lim Kok Thay, to contribute
at least 10% to the rescue effort, the AP notes.

"The German government did everything to prevent the insolvency of
MV Werften and thereby save jobs," Economy Minister Robert Habeck
told German news agency dpa.  "However, the owners rejected our
offer of help; the bankruptcy application is the result."

According to the AP, Dpa quoted him saying that the federal and
state governments would continue to discuss the shipyard's future
in the coming weeks.

Genting Hong Kong, part of Genting Group and the shipyard's
immediate owner, has struggled with the effects of the coronavirus
pandemic on its shipping businesses, the AP discloses.




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

BANCA CARIGE: Credit Agricole Italia Submits Conditional Offer
--------------------------------------------------------------
Lucca de Paoli, writing for Bloomberg News, disclosed that Il
Messaggero, without citing sources, reported that Credit Agricole
Italia submitted a "conditional offer" for troubled lender Banca
Carige.

Credit Agricole would pay EUR1 and request around a EUR700 million
capital injection from Italy's FITD interbank fund, Carige's major
shareholder, Bloomberg relates.

The potential buyer could get EUR380 million of fiscal benefits
that can be converted into capital, Bloomberg states.

JPMorgan is acting as adviser to Credit Agricole, Bloomberg
discloses.

                      About Banca Carige

On January 2, 2019, the European Central Bank placed Italy's 10th
largest bank under special administration -- its first ever such
move -- after the top investor in the Genoa-based lender blocked a
EUR400 million cash call.

On February 27, 2019, announcing a restructuring plan that
envisaged 1,000 job cuts, the special administrators said Carige's
capital needs had increased partly due to a more ambitious bad loan
clean-up.

Carige reported a EUR273 million loss for 2018 after writing down
loans to enable it to make disposals, including a EUR1.9 billion
bad loan sale agreed with state-owned debt recovery specialist SGA.



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

COVIS FINCO: S&P Assigns Preliminary 'B' ICR on Debt Refinancing
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Covis Finco S.a r.l. and to the company's proposed
term loan B. The '3' recovery rating on the debt indicates that
S&P's expect recovery prospects of about 60% in the event of
default.

The stable outlook indicates that S&P expects the group to
integrate the recent product acquisition well, and to mitigate the
impact of generic competition with business development
initiatives, overall achieving an adjusted EBITDA margin of 40%-42%
and FOCF to debt of close to 5% in the next 12 months.

The final ratings will depend on S&P's receipt and satisfactory
review of all final transaction documentation.

S&P said, "Accordingly, the preliminary ratings should not be
construed as evidence of the final ratings. If the terms and
conditions of the final transaction depart from the material we
have already reviewed, or if the transaction does not close within
what we consider to be a reasonable timeframe, we reserve the right
to withdraw or revise our ratings."

Covis has a clear strategy to drive organic revenue growth with
business development opportunities, benefitting from supportive
industry trends and its efficient distribution approach.
Specifically, Covis is looking to mitigate the impact of recent
entry of a generic drug on one of its product portfolios, Feraheme,
used in the treatment of iron deficiency anemia. The company
intends to apply life-cycle management initiatives that include
expansion in new geographies, new indications, and cost
optimization. The group can rely on its internal salesforce, which
has strong relationships with hospitals and clinics in the U.S. and
Canada to ensure successful product distribution. Additionally, the
acquisition of U.S.-based AMAG Pharmaceuticals in 2020 has
strengthened the group's commercial capabilities and relationship
in the hospital and critical care therapeutic area. Outside North
America, Covis relies on its partnerships with distributors that
have local expertise and established presence. This provides Covis
with international expansion opportunities and enables the group to
reach patients in Europe and in other countries, overall
distributing its products in more than 50 countries.

Covis is strategically focusing on the respiratory and the hospital
and critical care therapeutic areas. Together, these represent more
than 95% of total revenue, and are growing markets. S&P said, "We
estimate that growth in the market for the treatment of respiratory
conditions is supported by increasing awareness, pollution in urban
areas, and ageing populations. Moreover, the market for the
treatment of iron deficiency is growing because of increased
diagnoses and growing use of premium iron, which has a higher
price. Overall, we estimate that the group will achieve about
1.5%-3.5% of annual organic growth in the next 12 months. Our
forecasts consider the impact of generic competition for some of
Covis' product portfolios and the risk that the rollout of sales in
Europe through distribution partnerships could take longer to
materialize than planned. We also acknowledge that Covis has grown
primarily through acquisitions in recent years, and we need to
observe evidence of continued organic revenue growth at this rating
level."

Covis' ambition to seek external growth opportunities is likely to
boost revenue growth. In October 2021, Covis acquired rights for
two respiratory products from AstraZeneca in the treatment of
chronic obstructive pulmonary diseases. S&P said, "We estimate that
this acquisition represents a strategic fit as it enables Covis to
expand its portfolio of medicines used in the treatment of
respiratory diseases and to provide patients with continuum of
care. Additionally, we think that this acquisition will likely
increase the scale of Covis' operations and has cost-synergy
opportunities, given Covis' established salesforce and relationship
with contract manufacturing partners. We anticipate the group will
continue looking for opportunities to acquire medicines that bring
potential for revenue growth, supported by growing patient need and
by commercial initiatives, as well as opportunities for cost
synergies. We estimate that the group's geographical reach and
track record in integrating acquisitions within the agreed
timeframe are key success factors for Covis in its negotiations
with pharmaceutical companies that are looking to sell their
assets. Even though we understand that the company's primary focus
is on delivering organic growth, we include up to $50 million
annually for potential product acquisition in our base case. We
also include about $15 million-$20 million of annual cost of
sourcing and integrating new assets, including legal expenditure,
costs to transfer marketing rights, and transitional service
agreement charges."

The acquisitive strategy also entails some execution risk. This
risk comes from the need to timely transfer marketing rights of
recently acquired medicines, integrate them in the group's network
of manufacturing partners and salesforce, and realize the targeted
revenue from new products. S&P said, "We consider that Covis
manages these risks thanks to its internal capabilities and
experience of successfully integrating 34 medicines since the
creation of the company in 2011. We estimate that the group can
achieve cost synergies thanks to its relationship with a network of
more than 30 manufacturing partners. We also view the continuity of
management as a supporting factor, considering that the CEO has
been with the company since the beginning and contributed to the
success of past acquisitions. We forecast the group will remain
disciplined and acquire assets at reasonable prices."

The concentration of revenue in Europe and North America exposes
Covis to generic competition, although the company's product
portfolio of niche medicines provides some protection. S&P said,
"With the recent acquisition of respiratory products from
AstraZeneca, we estimate that Covis generates close to 84% of
revenue from North America and Europe and we view these markets as
highly competitive for niche medication. Competitive pressure could
result in declining volumes in the case of new entrants and pricing
pressure, which could weigh on Covis' revenue and profitability. As
an example, producer of generic medicines Sandoz launched its
generic version of Feraheme in July 2021, and we anticipate revenue
from sales of this product will decline by about 55%-65% in 2022.
The company is implementing life-cycle-management and cost savings
initiatives to counterbalance the impact of new generic competition
and achieve organic revenue growth from 2023. We note that the
majority of Covis' product portfolio benefits from patent
protection, which limits the risk of generic competition in our
view. We also note that these products are difficult to replicate
due to the need to reproduce several properties and run long and
expensive studies, overall providing some barriers to entry."

S&P said, "We view Covis' product portfolio of 18 brands as
somewhat concentrated, which exposes the company to the risk of
declining sales from a specific brand. The U.S. Food and Drug
Administration (FDA) recommended market withdrawal of Makena (about
15% of revenue), used to prevent pre-term birth, in 2020 because of
recent studies not demonstrating its efficacies. Even though we
understand that Covis is preparing for a hearing on keeping the
product on market, and that no safety concern has been raised, we
believe that there is a risk of material decline in revenue from
sales of Makena in the next 12 months. However, we think that the
company's strategic focus on therapeutic areas where patient needs
are growing provides some protection against the risk of revenue
decline for a specific brand. Additionally, the majority of Covis'
product portfolio is used in the treatment of chronic or
life-threatening conditions which further reduces the risk of
decline in demand in our view.

"Covis' asset-light business model translates into high EBITDA
margins that we forecast at about 40%-42% in 2022. We think that
the group can sustain this level of margin because it outsources
all manufacturing activities, is absent from research and
development activities, applies an efficient distribution strategy,
and has a portfolio of branded established medicines that have long
prescription history. We also estimate that this business models
aids the flexibility of the group's cost structure. Our base case
includes some investments in sales and marketing, which we forecast
at about 11%-12% of revenue in the next 12 months, and cost of
sourcing and integrating product acquisitions. At the same time,
outsourcing of manufacturing activities reduces control and could
result in unexpected supply disruption. We understand that the
company manages this risk thanks to its internal team dedicated to
supply chain and quality organization, its network of more than 30
contract manufacturing partners, and an efficient approach to stock
management.

"We forecast Covis will generate high FOCF of at least $50 million
in 2022, thanks to its capex-light business model and efficient tax
structure, also considering working capital requirements to
integrate recent acquisitions. This is based on our assumption of
high EBITDA margin and capital expenditures (capex) requirement of
maximum $1 million per year. Additionally, we estimate that the
company has established an efficient tax structure, with all
holding and operating entities located across Switzerland and
Luxembourg. Our forecast also considers the company's working
capital requirement, which we estimate at $40 million in 2022, to
integrate inventories from recent acquisitions.

"We anticipate Covis' capital structure will be highly leveraged
after refinancing, with adjusted debt to EBITDA above 5.0x in the
next 12 months. Our adjusted debt includes all senior secured debt
instruments in the capital structure, which we forecast at $1.2
billion, our estimate of about $20 million of lease liabilities and
our estimate of about $10 million-$15 million of contingent
consideration. The terms and conditions for the proposed term loan
B include some annual debt amortization. However, given the private
equity ownership by Apollo Global Management, we believe that
Covis' appetite for deleveraging is low and we assume that
self-generated cash flow will fund external development
opportunities rather than debt reduction. Therefore, we do not
deduct cash balances from our calculation of adjusted debt.

"The stable outlook reflects our expectation that Covis will
integrate the recently acquired assets well and will successfully
implement business development initiatives to partly offset
increased generic competition in the treatment of iron deficiency
anemia. We forecast the group will achieve an S&P Global
Ratings-adjusted EBITDA margin in the 40%-42% range and FOCF to
debt of close to 5% in the next 12 months. This should help the
company to build resources to acquire assets and accelerate future
growth. We expect the adjusted debt-to-EBITDA ratio to improve to
below 6.5x and the EBITDA interest coverage ratio to be comfortably
above 2.0x in the next 12 months.

"We could take a negative rating action if we observe a
deterioration in Covis' operating performance such that its
profitability comes under pressure and the group is no longer able
to generate high levels of FOCF. This could happen, for example, in
case of fierce generic competition driving pressure on volumes and
prices, or an acceleration in the pace of acquisitions, leading to
material integration setbacks and greater-than-expected costs.
Under this scenario, we would likely see a deterioration in the
company's debt-to-EBITDA and EBITDA interest coverage ratios
compared with our base case."

S&P's downside scenario has the following triggers:

-- FOCF to debt significantly and sustainably below 5%.
-- EBITDA interest coverage of 2.0x or below.

S&P said, "We could consider a positive rating action if Covis
demonstrates its capacity to deleverage to comfortably below 5.0x
on a sustained basis, while it generates high profit margins and
high levels of FOCF. This would most likely happen if the group
achieves greater-than-expected organic expansion of its product
portfolio and continues to apply its disciplined acquisition
policy. To consider an upgrade, we would need to witness an
improvement in the group's scale and product diversification, such
that the company becomes less exposed to generic competition on a
specific product. Additionally, we would need to receive a clearly
stated commitment from the owner to maintain a less leveraged
capital structure."

S&P's upside scenario has the following triggers:

-- S&P Global Ratings-adjusted debt-to-EBITDA ratio comfortably
below 5.0x with a clearly stated financial policy commitment to
maintain debt leverage at that level.

-- FOCF to debt comfortably in the 10%-15% range.

Environmental, Social, And Governance

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

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Covis, because of
controlling ownership. We view financial sponsor-owned companies
with aggressive or highly leveraged financial risk profiles as
demonstrating corporate decision-making that prioritizes the
interests of the controlling owners. This also reflects the
generally finite holding periods and a focus on maximizing
shareholder returns."


EUROPEAN TOPSOHO: Wants SMCP General Meeting Postponed
------------------------------------------------------
Lucca de Paoli at Bloomberg News reports that European TopSoho, a
unit of troubled Chinese conglomerate Shangdong Ruyi, is seeking to
postpone a general meeting of SMCP.

According to Bloomberg, a statement on Jan. 6 said SMCP was served
with opposition by European TopSoho in order to obtain the
revocation of an order issued on Nov. 30 by the Commercial Court of
Paris.

The November order mandated a general meeting of shareholders on
Jan. 14, Bloomberg discloses.

The meeting was called by Glas, the trustee of convertible notes
issued by European TopSoho, to dismiss SMCP board members that
represent European TopSoho and appoint independent directors,
Bloomberg relates.

A hearing of the opposition was scheduled for Jan. 10, Bloomberg
notes.

                     About European TopSoho

European Topsoho S.ar.l. is an investment holding company
established in Luxembourg.  The Company is the controlling
shareholder of SMCP S.A., which is a leading accessible luxury
fashion company listed on Euronext Paris.  SMCP owns three
ready-to-wear Brands, Sandro, Maje & Claudie Pierlot.  The Company
is a subsidiary of Shandong Ruyi Technology Group Company Limited,
the leading apparel manufacturer and fashion brands operator
headquartered in Shandong, China.



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

FOOD SERVICE: Fitch Rates Proposed EUR275MM Unsec. Notes 'BB-'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB-' rating to Food Service Project,
S.A. proposed EUR275 million unsecured notes issuance with a
maturity up to five years. The notes will be unconditionally
guaranteed on a general unsecured and unsubordinated basis by its
parent company Alsea, S.A.B. de C.V. (Alsea, BB-/Stable) and
certain subsidiaries. In addition, the proposed issuance will rank
equally in right of payment with all of Alsea's existing and future
unsubordinated debt. Net debt proceeds will be used to repay Food
Service Project current indebtedness.

The rating of the proposed senior notes reflects the credit profile
of Alsea which holds a 76.8% equity stake in Food Service Project.

KEY RATING DRIVERS

Recovery After COVID-19: Alsea's operations have been recovering
progressively after being impacted in 2020 by the social mobility
restrictions and lockdowns to contain the coronavirus pandemic.
Consolidated revenues declined 34% during 2020, but operations are
gradually recovering. For the first nine months of 2021,
consolidated revenues increased by 34.7%. Fitch expects Alsea to
reach its pre-pandemic revenues within the next 18 months, due to a
more favorable economic environment in the countries where it
operates as well as the execution of commercial and digital
strategies to boost sales.

Revenues and EBITDA Improvement in 2021-2022: Alsea's revenues in
2021 are estimated to be approximately 88% of its 2019 revenue and
EBITDA margin (calculated pre-IFRS 16) to be close to 12% (versus
12.9% in 2019). The projection assumes higher sales through new
channels such home delivery and digital platforms which would
somewhat offset the limited capacity operation in stores during
most part of the year. For 2022, Alsea's revenues are expected to
increase by around 15%, with EBITDA margin improving to levels
between 12%-13% due to the continuation of productivity
initiatives, savings generated by the execution of cost reduction
programs and a relatively stable commodities outlook.

Leverage to Gradually Improve: Alsea's total debt to EBITDA and
total lease-adjusted debt to EBITDAR should be around 5.3x and 5.6x
by YE 2021, respectively, and then decline close to 4.0x and 4.8x
by YE 2022, based mainly on EBITDA recovery during this period.
Alsea's leverage metrics deteriorated significantly during 2020 due
to the impact coronavirus pandemic-related restrictions had on the
company's operations. During 2021 and along with the ease of the
pandemic restrictions, leverage has been gradually improving and
for the LTM ended Sept. 30, 2021, Alsea's gross leverage level,
calculated by Fitch, was 6.3x with a total debt of MXN31.9
billion.

Positive FCF: Alsea's FCF is expected to be positive. Fitch's
expectation is based on the projected EBITDA recovery and
subsequent improvement and the several measures the company has
implemented to privilege internal cash generation, which includes
working capital efficiencies, reduction of capex and no dividend
payments. Alsea is projected to generate cash flow from operations
above MXN4 billion in 2021 and MXN5 billion in 2022. With these
results, FCF will be above MXN1.5 billion annually in 2021 and
2022, after covering capex of an average of MXN3.6 billion per year
during that period. For the LTM ended Sept. 30, 2021, Alsea's FCF
calculated by Fitch was MXN1.5 billion.

Refinancing Process Manageable: Fitch believes Alsea's refinancing
risk is manageable as its operations are improving and the company
has gradually advance in its liability management strategy. Alsea
already refinanced in December 2021 around MXN10 billion with the
proceeds of its USD500 million senior notes due in 2026 and it is
expected that its financial flexibility continues strengthening
with proceeds of the proposed EUR275 million. In addition, the
company renegotiated the covenants of its credit agreements
(interest coverage and leverage ratios) starting in Jan. 1, 2021
which include maintaining a minimum cash balance of MXN2.2 billion
at any time.

Solid Business Position: Alsea's business portfolio is made up of
international franchise brands and recognized national and
international own brands that lead in the segments in which they
participate. Some of these are Starbucks, Burger King, Domino's
Pizza, Vips, Foster Hollywood, Chili's, Italianni's, P.F. Changs
and Archies, among others. Fitch believes that the company's brands
portfolio provides it a significant competitive advantage by
covering different demographic segments and consumer preferences.

Good Geographic Diversification: Fitch factors positive Alsea's
geographic diversification outside Mexico and believes that its
operations in Europe balance its exposure to Latin America. During
the LTM ended Sept. 30, 2021, Alsea's operations outside Mexico
represented around 52% of consolidated revenues and 47% of
consolidated EBITDA (38% and 28% in 2014, respectively).

DERIVATION SUMMARY

Food Service Project's rating on its proposed senior notes is
supported by the credit profile of Alsea. Alsea has a solid
business position which benefits from the portfolio of recognized
restaurant brands and different formats, positive operating
performance, as well as the scale and geographic diversification of
its operations.

Alsea's business position and diversification compares favorably
with other Fitch-rated issuers in the 'BB' category as Arcos
Dorados (BB/Stable); however, Alsea's financial profile is weaker
than Arcos due to higher leverage and lesser financial flexibility.
Alsea's ratings incorporate its history of debt-financed
acquisitions that have resulted in higher than expected leverage
levels.

Alsea's ratings are below those of international peers such as
Starbucks Corporation (BBB/Stable) and Darden Restaurants, Inc.
(BBB/Stable) given its lower size and scale, weaker operating
environment and degree of brand ownership. The company has also
lower profitability margins, higher leverage and lesser financial
flexibility when compared with Starbucks and Darden Restaurants.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for the issuer
include:

-- Increase in revenues of around 33% in 2021 and 15% in 2022;

-- EBITDA margin close to 12% in 2021 and 13% in 2022;

-- Capex of MXN3 billion in 2021 and MXN4 billion in 2022;

-- Indicators of gross debt to EBITDA and gross adjusted debt to
    EBITDAR close to 4.0x and 4.8x, respectively, by YE 2022.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- Consistent improvement in operational performance to levels
    prior to the coronavirus pandemic;

-- Positive FCF generation;

-- Gross debt to EBITDA and gross adjusted debt to EBITDAR below
    4.5x and 5.5x, respectively, in a sustained basis;

-- Net debt to EBITDA and net adjusted debt to EBITDAR below 4.0x
    and 5.0x, respectively, on a sustained basis.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- Deterioration in financial performance greater than expected
    by Fitch;

-- Significantly weakened liquidity position;

-- Failure to refinance short-term debt in the upcoming quarters;

-- Gross debt to EBITDA and gross adjusted debt to EBITDAR above
    5.5x and 6.0x, respectively, on a sustained basis.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Limited Liquidity but Improving: Alsea's liquidity position was
limited as of Sept. 30, 2021, as it had an available cash position
of MXN3.6 billion and short-term debt of MXN7.7 billion. However,
it is projected by Fitch to improve in 2022 following the issuance
of the proposed EUR275 million senior notes, the issuance of USD500
million senior notes in December 2021 and the refinancing of bank
loans. On a pro forma basis, Fitch estimates that Alsea's debt
amortizations will be around MXN1.6 billion in 2022, MXN2.0 billion
in 2023, MXN3.2 billion in 2024, MXN3 billion in 2025 and MXN22.3
billion afterwards.

Likewise, Fitch expects Alsea's liquidity position will be
supported by a recovery in its FCF, available committed credit
lines of around EUR68 million and a short-term local issuance
program for up to MXN2 billion.

ISSUER PROFILE

Alsea is the leading operator of fast food establishments, coffee
shops, casual dining and family restaurants in Latin America and
Europe. It operates a broad and diversified portfolio of brands
such as Domino's Pizza, Starbucks, Burger King, Chili's Bar & Grill
and Foster's Hollywood, among others.

FOOD SERVICE: Moody's Rates Sr. Unsecured Notes 'B1'
----------------------------------------------------
Moody's Investors Service assigned a B1 rating to Food Service
Project, S.A.'s proposed EUR250 million senior unsecured notes. The
notes will be issued by Food Service Project, S.A. and will be
irrevocably and unconditionally guaranteed by its parent company,
Alsea S.A.B. de C.V. ("Alsea", B1 stable), and some of Alsea's
operating subsidiaries that account for around 95% of Alsea's
consolidated EBITDA.  The notes will rank pari passu with Alsea's
existing and future senior unsecured indebtedness.  Alsea's
existing B1 ratings and stable outlook remain unchanged.

The issuance is part of Alsea's liability management with the
objective of extending the company's debt maturity profile while
reducing its cost of debt.  The new issuance will not affect the
company's debt protection metrics because the proceeds of the new
notes will be used to refinance existing debt instruments.

The rating of the proposed notes assumes that the issuance will be
successfully completed as planned and will replace the same value
in existing debt, and that the final transaction documents will not
be materially different from draft legal documentation reviewed by
Moody's to date and assume that these agreements are legally valid,
binding and enforceable.

Assignments:

Issuer: Food Service Project S.A.

  Gtd Senior Unsecured Regular Bond/Debenture, Assigned B1

Outlook Actions:

Issuer: Food Service Project S.A.

  Outlook, Assigned Stable

RATING RATIONALE

"Alsea's B1 ratings reflect its position as one of the largest
restaurant operators in the fast-food, coffee shop, casual dining,
and family restaurants segments. It also incorporates Alsea's
presence in Latin America and Europe together with its diverse
portfolio with leading brands that include Starbucks and Domino's,
which accounted for 56% of revenues as of September 2021," said
Alonso Sanchez, a Vice President at Moody's.

"The rating also considers Alsea's still recovering operations and
credit metrics, which were hurt by the Covid-19 pandemic, and
Moody's expectation that the company will be able to reduce its
Moody's adjusted debt/EBITDA to around 4.5x by year-end 2023,"
added Sanchez. The B1 rating assumes that Alsea will be able to
successfully place the proposed notes and refinance its existing
debt while improving liquidity and extending its debt maturity
profile.

Alsea has a large presence in Mexico and Europe where it generates
87% of its revenues. The company also operates in Argentina, Chile,
Colombia, and Uruguay. With 4,219 stores as of September 2021,
Alsea has restaurants in Mexico, Europe and South America being
Mexico its largest market accounting for 50% of revenues over the
twelve months ended September 2021, followed by Europe, mainly
Spain, where it generated 35% of consolidated revenues over the
same period of time.

The company has a broad restaurant portfolio with 17 brands, such
as Starbucks, Domino's, VIPs and Burger King among others. Its most
important brands are Starbucks, which account for 31% of revenues,
and Domino's, which generate 25% of revenues. The company operates
under different business models depending on the country in which
it operates. Except for France, Alsea is the sole franchisee for
Starbuck's in all its countries of operation, which gives the
company a competitive edge with this strong brand. In Mexico, it
operates as sole franchisee for PF Chang's and The Cheesecake
Factory; as franchisee of Burger King and Chili's; as master
franchisee of Domino's Pizza and Italianni's; and is the brand
owner of VIPs, and El Portón.

Moody's believes Alsea's credit metrics will improve in 2022-23 as
the company's EBITDA recovers. Alsea's debt/EBITDA, as adjusted by
Moody's, reached 5x as of September 30, 2021; up from 4x as of
December 31, 2019, from lower EBITDA caused by the Covid-19
outbreak. Moody's estimates Alsea's adj. debt/EBITDA to decline
gradually to reach around 4.5x by year-end 2023. Similarly, Moody's
estimates Alsea's adj. EBIT/Interest expense to remain between
1.0-2.0x in 2021-23. Positive economic growth in Alsea's main
markets will support its recovery. Moody's projects Mexico's real
GDP to increase by 5.5% in 2021, by 3.0% in 2022, and by 1.9% in
2023. Similarly, Moody's forecasts a 5.2% GDP growth in 2021 in the
Euro area followed by a 4.5% growth in 2022 and a 2.1% growth in
2023.

The company has well defined corporate governance practices, which
include financial policies with a maximum net debt/EBITDA ratio of
2.5-3.0x and a maximum dividend payout of up to 50% of net income
as long as its net leverage is below 3.0x. Furthermore, Alsea is
publicly traded in the Mexican stock exchange with its Board of
Directors comprised by 11 members out of which 55% are independent
board members.

Alsea has adequate liquidity. As of September 30, 2021, Alsea
reported MXN3.6 billion ($195 million) in cash. In addition, Alsea
has committed lines of credit totaling EUR75.7 million with
maturity in 2024-26, out of which EUR68.2 million are available.
The company hasn't paid dividends in 2018-20 to support growth and
liquidity. Nonetheless, Alsea plans to resume with its dividend
payments of around MXN671 million (around $33 million) per year in
2023-24 as long as it complies with its internal net leverage
policy. Capex will average MXN5.0 billion ($270 million) per year
and will be used 40% for store openings, 25% for maintenance, 25%
for refurbishing, and 10% for strategic projects. Pro-forma for the
issuance of the proposed bond and debt refinancing the company will
have a comfortable long-term debt maturity profile.

The stable outlook reflects Moody's expectation that Alsea will
improve its operation and credit metrics.

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

The ratings could be upgraded if the company's operation and credit
metrics improve such that Alsea's debt/EBITDA, as adjusted by
Moody's, declines below 4.5x on a sustained basis and its adj.
EBIT/Interest expense remains around 2.5x. To be considered for an
upgrade the company will need to maintain strong liquidity.

The ratings could be downgraded if the company's credit metrics
don't improve with a Moody's adjusted debt/EBITDA remaining above
5.5x or if its profitability or liquidity deteriorates. Failure to
timely refinance its upcoming debt maturities could also result in
a downgrade.

Alsea S.A.B. de C.V., headquartered in Mexico, is a restaurant
operator with presence in Mexico, Europe and South America. Alsea
targets the quick service restaurant, coffee shop, casual dining,
and family dining segments. Alsea operates 17 brands, such as
Starbucks, Domino's, VIPs and Burger King among others. The company
reported revenues of MXN47.9 billion ($2.3 billion) over the twelve
months ended September 30, 2021.



=====================
S W I T Z E R L A N D
=====================

HERENS MIDCO: Moody's Affirms B3 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating (CFR) and B3-PD probability of default rating (PDR) of
Herens Midco S.a.r.l. (Herens or the company), the parent company
of Arxada AG (Arxada). Concurrently, Moody's affirmed the Caa2
rating of Herens' EUR 460 million (equivalent CHF513 million)
senior unsecured notes as well as the B2 ratings of Herens HoldCo
S.a.r.l.'s USD350 million guaranteed senior secured notes due 2028,
upsized EUR1,050 million and upsized USD1,433 million senior
secured term loan B due 2028 with a total notional of equivalent
CHF2,760 million and the upsized EUR430 million senior secured
revolving credit facility (RCF) due 2027. The outlook on all
ratings remain stable.

RATINGS RATIONALE

The affirmation of all ratings and the stable outlook reflects the
acquisition of Enviro Tech Chemical Services, Inc. (Enviro Tech,
unrated). On December 23, 2021, Arxada announced it has completed
the acquisition of Enviro Tech, effective December 22, 2021. The
acquisition represents the second strategic deal by Arxada,
following the earlier announced acquisition of Troy Corporation
(Troy, unrated). Enviro Tech is a market-leading antimicrobial and
biocides chemical company focussed on peracetic acid ('PAA'),
bromines and specialty products, notably for the food and beverage,
agriculture and wastewater treatment segments.

Moody's believes that Enviro Tech enhances Arxada's business
profile as it adds high revenue growth potential, enlarges the
manufacturing footprint through the addition of three large-scale
manufacturing facilities in the US, and improves Arxada's overall
profit margins as Enviro Tech is a high margin business. At the
same time, Moody's also considers the two transactions, which have
been announced within six months of the closing of the leverage
buyout from Lonza AG, a sign of aggressive financial policy. In
Moody's view, the integration of Troy and Enviro Tech adds further
complexity to the initial carve out process from Lonza AG and has
the potential to delay the implementation of a number of margin
improvement measures to increase the group's operating
profitability.

On December 10, 2021, Moody's had affirmed all ratings and changed
the outlook to stable from positive because the rating agency
downward adjusted its base case projections for the company. The
downward adjustment was based on the company's Q3 2021 financial
performance, which was mildly below the rating agency's previous
expectations, higher than initially forecasted drawdown of the RCF,
and the announced acquisition of Troy, which was announced on
November 3, 2021 and closed on December 29, 2021. While Moody's
revision to the base case expectation was relatively small, the
previous positive outlook was predicated upon swift deleveraging
with Moody's adjusted debt/EBITDA falling towards 7.0x by the end
of 2022.

Based on the latest updated projections including the acquisition
of Troy and Enviro Tech, the rating agency now expects that
Arxada's Moody's adjusted leverage will fall to around 8.0x by the
end of 2022 and below 7.0x only by year-end 2023. Accordingly,
Moody's continues to expect relatively swift deleveraging although
from a slightly higher starting level of around 9.5x in 2021 pro
forma the initial transaction as well as the two acquisitions.

The B3 CFR continues to reflect Arxada's strong business profile,
underpinned by (i) a high degree of product and end market
diversification; (ii) a leading position in the microbial control
solutions market, supported by certain barriers to entry, because
of its regulatory expertise and broad intellectual property
portfolio; (iii) strong reputation with customers, which benefits
from the focus on quality and technical competence and results in
high retention rates; and (iv) resilient historic operating
profitability and cash flow generation, which is likely to be
improved by the efficiency measures identified by the new owners.
At the same time, the CFR reflects (i) Arxada's highly leveraged
capital structure; (ii) the execution risk related to the carve-out
process and the acquisitions of Troy and Enviro Tech, which may
result in a delayed implementation of margin improvements; (iii)
the company's smaller size in the context of the European and
global chemical companies that Moody's rates, including some of
Arxada's closest competitors; and (iv) the potential for
shareholder-friendly financial policies and further M&A activity.

ESG CONSIDERATIONS

The governance considerations incorporated into the rating agency's
credit analysis of Arxada are predominantly related to its
private-equity ownership. Private equity sponsors tend to have high
tolerance for leverage and shareholder-friendly financial policies,
such as dividend recapitalisation and the pursuit of acquisitive
growth. Financial disclosures are often not as timely or
comprehensive for sponsor-owned firms as for publicly owned
companies. Arxada intends to reduce its net leverage to 3.0x by
2025, which partially mitigates the high tolerance for financial
leverage.

LIQUIDITY

Moody's considers that Arxada has adequate liquidity based on the
reported cash level of CHF78 million at the end of September 2021
and around CHF270 million of undrawn capacity under the EUR430
million RCF as well as the underwritten nature of the debt
financing.

In addition, Moody's liquidity assessment is supported by (i) the
rating agency's expectation that Arxada will be able to generate
positive FCF in 2022; (ii) Moody's projection that the company will
benefit from working capital inflow over the next three years; and
(iii) because Arxada has no debt maturities before 2027, with the
exception of a 1% annual amortisation of the US dollar tranche of
the senior secured term loan B. Arxada's EUR430 million RCF due
2027 has a springing net leverage covenant that has a 40% headroom
and will be tested when the RCF is at or above 40% of utilisation.
In 2022-23, improving FCF should allow the company to fully repay
the drawn amount.

STRUCTURAL CONSIDERATIONS

Moody's assumes a group recovery rate of 50%, resulting in a B3-PD
PDR, in line with the CFR, as is typical of capital structures
consisting of a mix of secured and unsecured debt. The B2 rating on
the CHF2,760 million equivalent secured debt instruments and the
RCF, one notch above the CFR, reflects the EUR460 million of senior
unsecured notes, rated Caa2, and new USD111 million senior
unsecured notes ranking below the senior secured debt instruments
in the capital structure. The senior secured debt instruments are
guaranteed by a substantial number of subsidiaries of the group and
secured on a first priority basis by a significant amount of assets
owned by the group. The guarantees from operating entities shall
represent more than 80% of group-wide EBITDA. The Caa2 rating on
the EUR460 million senior unsecured notes, two notches below the
CFR, reflects the substantial amount of secured debt in the
structure as well as the senior subordinated nature of the
guarantees by the same group of subsidiaries that guarantee the
secured term loan on a first priority basis.

RATING OUTLOOK

Arxada's stable rating outlook reflects the rating agency's
expectation that the company's Moody's-adjusted leverage will not
reduce below 7.0x before year-end 2023. However, the outlook also
reflects Moody's expectation that the company will deliver strong
free cash flow generation.

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

The ratings could be upgraded if Arxada's (i) Moody's adjusted
debt/EBITDA falls below 7.0x; (ii) retained cash flow/debt
increases sustainably towards high single digits in percentage
terms; (iii) Moody's adjusted EBITDA margins increase above 20%,
all on a sustained basis; and (iv) liquidity position remains
adequate.

Conversely, the ratings could be downgraded if (i) the company
Moody's-adjusted debt/EBITDA remains above 8.0x; (ii) Arxada does
not generate positive Free Cash Flow over the next 12-18 months; or
(iii) the company liquidity position deteriorates significantly.

Headquartered in Switzerland, Herens is a leading global specialty
chemicals business serving a variety of end markets. Herens has a
global manufacturing footprint with 18 sites across six continents
and offers over 670 products and services. In 2020, it generated
sales of CHF1.7 billion and Moody's adjusted EBITDA of CHF328
million. In July 2021, Bain and Cinven completed the acquisition of
Herens from the Lonza Group (not rated) for an enterprise value of
CHF4.2 billion.

HERENS MIDCO: S&P Alters Outlook to Negative, Affirms 'B' ICR
-------------------------------------------------------------
S&P Global Ratings revised its outlook on Switzerland-headquartered
chemicals business Herens Midco Sarl (Arxada) to negative from
stable. S&P affirmed its 'B' issue rating on the senior secured
debt and its 'CCC+' issue rating on the EUR460 million senior
unsecured notes.

S&P said, "Our negative outlook captures the risk of a one-notch
rating downgrade if Arxada does not reduce its adjusted
debt-to-EBITDA ratio to about 7.0x in 2023, a level that we view as
commensurate with the rating.

"We forecast that Arxada's adjusted debt-to-EBITDA ratio will
remain elevated as a result of the acquisitions of Troy and Enviro
Tech and will exceed 7.5x in 2022.

"Our forecast factors in the principally debt-funded nature of the
transaction. Arxada entered into agreement to acquire Troy for an
enterprise value (EV) of $670 million and Enviro Tech for an EV of
$450 million. The total consideration for the acquisition of the
two entities on a debt-free, cash-free basis is approximately
CHF1.07 billion. The two acquisitions will be financed with
approximately CHF720 million of funded debt and about CHF350
million of rolled equity from the existing owners of Troy and
Enviro Tech, taking adjusted debt to EBITDA above 7.5x in 2022. We
anticipate that leverage will recover to the rating-commensurate
level of about 7.0x only in 2023.

"We believe that there are significant execution risks related to
the integration and realization of synergies with both entities.
Our assessment takes into account the fact that Arxada is still in
the early stages of its operation as a stand-alone entity,
following the carve-out from Swiss pharmaceuticals company Lonza
Group Ltd. in 2021. There are various initiatives underway,
including organizational measures, the "Value Creation Plan" that
aims to meaningfully increase the EBITDA margin, and net working
capital optimization initiatives. A significant portion of these
initiatives are within management's control. However, we believe
that the execution risks are meaningful, and that management
resources and attention are required for their successful
implementation at various levels of the organization. Given the
timing of the acquisitions, and the size and complementary nature
of Arxada and the acquired businesses, we believe that execution
risks are significant." Additional costs or a delay in the
realization of the savings could slow down the improvement in the
metrics and depreciate free operating cash flow (FOCF). This is
particularly true for the integration of Troy, for which a
successful realization of synergies will be the main driver of
EBITDA growth.

Management anticipates run-rate synergies of about CHF60
million–CHF65 million to be fully realized by 2024, at a
front-loaded cost of CHF61 million over the next three years. These
should predominantly capture cost synergies, including synergies
thanks to economies of scale in procurement, efficiencies in
selling, general and administrative expenses, and enhancement in
the supply chain and logistics setup.

S&P said, "In our view, both acquisitions make sense from a
strategic perspective, and will enhance Arxada's business. We view
both Troy and Enviro Tech as highly complementary to Arxada's
offering. Through the addition of Troy, Arxada will materially
increase its sales from paints and coatings (P&C), leading to a
more balanced offering. The P&C biocides market benefits from a
positive mix effect from continued shift from solvent to
water-based paints and increase in use of high-performing paint in
emerging countries. The acquisition will also strengthen Arxada's
product offering in the dry film subsegment where Arxada's main
active ingredient ZPT is facing regulatory headwinds in the EU and
lacks registration in Canada. Troy is the largest producer of
Iodopropynyl Butyl Carbamate (IPBC) globally, an alternative active
ingredient that benefits from higher efficacy, relatively friendly
regulatory profile, and cost-effectiveness. The acquisition of Troy
also brings local manufacturing capacity in Asia. Complementarity
between Arxada and Troy is high and presents a material synergy
opportunity. The acquisition of Enviro Tech will lead to increased
end-market diversification through its exposure to the food and
beverage end markets, strengthening the combined group's resilience
during cyclical downturns. Innovation capabilities will be also
enhanced, with both entities combining their research and
development knowledge to strengthen their new product pipeline.

"We forecast that Arxada will generate strong positive FOCF in 2022
and 2023. In our view, both Arxada and the acquired businesses
benefit from a robust cash generative profile thanks to the group's
high margin portfolio. Further support derives from potential cost
efficiencies, mainly for Troy, and the private equity sponsors'
track record of streamlining working capital.

"Our negative outlook captures the risk of a one-notch rating
downgrade in case Arxada does not reduce its adjusted
debt-to-EBITDA ratio to about 7.0x in 2023, a level that we view as
commensurate with the 'B' rating.

"We could lower the rating if Arxada failed to realize cost
synergies and working-capital efficiencies, resulting in leverage
metrics remaining above 7.0x in 2023. We would also lower the
ratings if a less-than-supportive market environment hampered the
strong growth to-date, if pressure from raw material leads to
margin dilution and lower-than-anticipated FOCF, or if the
integration process proved more challenging than initially
expected. Further rating pressure could arise if Arxada pursued
additional debt-financed acquisitions.

"We could revise the outlook to stable if Arxada successfully
reduces its debt-to-EBITDA ratio below 7.0x by 2023. This could
result from the realization of the synergy plans on time and on
budget, the successful integration of the acquired entities into
Arxada, and the ongoing strong operating performance of the
enlarged entity."




===========
T U R K E Y
===========

ORDU YARDIMLASMA: Fitch Affirms 'BB-' LT IDR, Outlook Negative
--------------------------------------------------------------
Fitch Ratings has affirmed Ordu Yardimlasma Kurumu's (OYAK)
Long-Term Issuer Default Rating (IDR) at 'BB-' with Negative
Outlook.

The rating is constrained by Turkey's 'BB-' Country Ceiling, given
OYAK's high exposure to the Turkish economy. The Negative Outlook
reflects that on the sovereign's rating, assuming that the Country
Ceiling moves in line with the sovereign IDR.

The rating takes into consideration OYAK's blended income stream
assessment (BISA) at 'b+', driven by resumed dividend contributions
from subsidiaries after the pandemic, such as Erdemir. Fitch
applies a two-notch uplift to the BISA, driven by OYAK's strong
loan-to-value (LTV) ratio and liquid investment portfolio.

KEY RATING DRIVERS

Dividend Dependence on Erdemir: Fitch's analysis of the three
subsidiaries that would generate 88% of OYAK's dividend income
between 2020 and 2023 results in an average credit quality of
'BB-'. The subordinated nature of dividend flows to taxes and debt
leads us to apply a single-notch discount to arrive at a BISA 'b+'.
Fitch does not apply an additional uplift to its BISA for
diversification as dividends at end-2020 were mainly dependent on
Erdemir (67%). While contribution from the cement business is
expected to increase, Fitch does not expect any change to reliance
on Erdemir's cashflows.

Uplift to Blended Assessment: Fitch applies a two-notch uplift to
OYAK's BISA, supported by factors, such as dividend control, a very
strong LTV ratio and conservative leverage metrics that are in line
with the investment-grade category and higher rated peers. This
rating is, however, capped by the Turkish Country Ceiling.

Investments Impact Debt Coverage: OYAK invested in energy and food
and beverage markets through several acquisitions in 2020 and 2021.
Fitch now forecasts gross debt/dividend coverage at 3.4x for 2021,
versus 2x previously, as Fitch does not expect any dividend
contribution from these new investments in Fitch's four-year
forecast period. Nevertheless, Fitch expects OYAK's dividend/ gross
interest and gross debt/ dividends to remain within the 'BB' rating
category, as per Fitch's Investment Holding Rating Criteria.

Accordingly, additional liabilities arising from these acquisitions
were not included in Fitch's LTV calculations. Although long-term
contribution could drive a change in Fitch's assessment of the
diversification of the holding company, this is not captured in
Fitch's rating horizon.

Limited Impact from Currency Devaluation: Although membership
contributions and asset valuations can be impacted by the
macroeconomic conditions in Turkey, Fitch does not expect
significant negative pressure on its cash dividend contributions
from OYAK's subsidiaries. The automotive and steel business
benefits from foreign-exchange (FX) volatility through
foreign-currency product pricing and access to export markets,
which support Fitch's expectations of continued dividend inflows
for 2022. Cash outflows driven by membership withdrawals remain a
risk, but Fitch believes this is mitigated by OYAK's conservative
financial policy and exceptionally strong liquidity position.

Strong LTV: Fitch's stressed LTV for OYAK is below 27%, where Fitch
expects it to remain despite pandemic impact and recent investments
into the energy business. This is in line with levels for the 'A'
rating category under Fitch's methodology and of higher-rated
peers'. When calculating its LTV, Fitch considers debt in SPVs,
such as ATAER, BIREN and cement joint ventures, despite the absence
of parent-company guarantees and cross defaults. Although Fitch
believes that Turkish asset values could fluctuate, OYAK has ample
rating headroom to withstand shocks in the domestic economy and
maintain a solid LTV that is in line with an investment-grade
rating.

Liquid Assets: Fitch views the liquidity of OYAK's assets as
consistent with the 'BBB' rating category, with 51% of the group's
equity portfolio value as end-2020 coming from publicly listed
companies. Its asset portfolio is more liquid than other Turkish
holding companies' and international peers' as it can easily be
converted into cash to meet pension payments.

Conservative Financial Policy: The record of OYAK abiding by its
internal financial policy - which is strict owing to its status as
a quasi-pension fund - compares well with that of high
investment-grade peers. However, OYAK prefers to invest in
manufacturing, infrastructure, energy and heavy industries over
industries that directly serve end-customers. Although this
strategy has been successful so far, such businesses are more
cyclical and volatile than that of high investment-grade peers,
which typically invest in the utilities and consumer goods
sectors.

Member Payments Deemed Quasi-Dividends: Fitch views payments to
pension members as quasi-dividends being ultimately subordinated to
OYAK's senior unsecured debt obligations. This is driven by Fitch's
belief that the fund has deferral mechanisms in place for liquidity
crises and that any cash withdrawal requests should first be passed
by OYAK'S general assembly. Fitch therefore does not deem these
payments as part of OYAK's funds from operations (FFO) or include
them in debt-coverage calculations.

DERIVATION SUMMARY

OYAK's asset portfolio consists of investments in various sectors
including steel, auto, cement, energy, and most recently food and
agricultural. It does not have close publicly rated peers, but
shares some similarities with other holding rated companies
including CDP Reti SPA (BBB/ Stable) and Criteria Caixa
(BBB+/Negative).

OYAK has a strict financial and investment policy, strong control
over asset dividends and a moderate leverage profile, leading to
LTV and leverage metrics that are better than peers', which is a
key rating strength. These are offset by a lower BISA than CDP
Reti's (bbb) and Criteria Caixa's (bbb-), due to its lower-rated
asset portfolio and exposure to a single volatile market Turkey.
Further, OYAK also has a high dividend dependency on a single
asset, Erdemir which along with its geographical concentration
leads to higher fluctuation in dividends and are a rating
constraint.

KEY ASSUMPTIONS

-- Higher dividend income between 2021 and 2023, followed by a
    slight reduction in 2024;

-- Other income and operating expenditure to 2024 in line with
    historical average;

-- Slight increase in payments to members in 2021 and 2022;

-- Limited M&A and portfolio activity between 2022 and 2024.

RATING SENSITIVITIES

Factor that could, individually or collectively, lead to positive
rating action/upgrade:

-- Fitch does not expect the ratings to be upgraded while they
    are constrained by Turkey's Country Ceiling.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- Fitch-adjusted dividend interest coverage below 3.0x;

-- Weakening in the credit quality of its portfolio, leading to a
    BISA of 'b+' or below;

-- Fitch-adjusted LTV ratio sustained above 40%;

-- Decreased diversification of cash flow leading to increasing
    dependency on a single asset.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Stable Liquidity: As of 30 June 2021, OYAK had TRY5.6 billion of
cash and TRY3 billion of time deposits, which covers TRY7.4 billion
of debt on its standalone balance sheet (including advance dividend
payment from ATAER). Further, it had available uncommitted unused
bank line totalling TRY9.9 billion as of 30 June 2021 and is
regarded as one of the 'blue chip' Turkish names with access to
banking lines during downturns.

Our assessment of OYAK's liquidity takes into consideration debt at
the SPV levels as dividends from the SPVs are also included in the
revenue flow of the Holdco. As of 31 December 2020, the three SPVs
(ATAER, Biren and Cimento) had TRY8.8 billion short-term debt.
Including an estimated TRY1.5 billion of pension and other payments
to its members, OYAK's liquidity score is around 1.0x. The
liquidity score is lower than that of other top-rated peers such as
Exor and Criteria given the high reliance on short-term debt and
the absence of revolver committed facilities.

ISSUER PROFILE

OYAK is a second-tier pension fund for the military personnel in
Turkey. It holds investments in more than 90 companies operating in
six continents in various sectors including: mine metallurgy,
cement and concrete, paper, chemistry, financial services,
automotive etc.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3 - ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or to the way in which they are being
managed by the entity.



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

BELL GROUP: Replacement Trustee Executes DORAs for Bonds
--------------------------------------------------------
On December 22, 2021, Deeds of Removal and Appointment ("DORAs") in
respect of A$75,000,000 11% Guaranteed Convertible Subordinated
Bonds due 1995 - CH0005575151, A$175,000,000 10% Guaranteed
Convertible Subordinated Bonds due 1997 - XS0000001247,
GBP75,000,000 5% Guaranteed Convertible Subordinated Bonds due 1997
- GB0040901711 ("the Bonds") were executed by Madison Pacific Trust
Limited ("MP") as replacement trustee, The Law Debenture Trust
Corporation p.l.c. ("Law Debenture") as former trustee, Bell Group
N.V. ("the Issuer") and The Bell Group Ltd. as guarantor.

The DORAs are supplemental to the Bondholder resolution passed on
July 7, 2021, September 15, 2021, and October 8, 2021, and the
deeds of appointment dated September 8, 2021, September 21, 2021,
and October 11, 2021.

The DORAs confirm, among other things, the appointment of MP as the
sole trustee for the Bondholders and set out the provisions for the
transfer and handover of trust funds, and property relating to the
Bonds and held by Law Debenture to MP.  The handover process,
including the transfer of funds to MP, is still in progress and
therefore further announcements in relation to any distribution to
Bondholders will be made in due course once such information is
available.

The Issuer can be reached at:
         
         Bell Group NV (in liquidation) (in bankruptcy)
         Troika Holdings BV, Managing Director
         P.O. Box 3089
         Curacao
         E-mail: tommeganck@me.com

The Trustee can be reached at:

         Madison Pacific Trust Limited
         54th Floor, Hopewell Centre
         183 Queen's Road East
         Wanchai, Hong Kong
         E-mail: agent@madisonpac.com


CARILLION PLC: KPMG Auditors Misled Regulators During Inspections
-----------------------------------------------------------------
Michael O'Dwyer at The Financial Times reports that KPMG auditors
misled regulators during inspections of their work on the audits of
outsourcers Carillion and Regenersis, the accounting firm's UK boss
said.

According to the FT, the Financial Reporting Council accused the
Big Four firm and six of its former auditors of forging documents
and misleading its inspectors as the UK accounting watchdog opened
its case before an industry tribunal on Jan. 10.

The watchdog accused the firm and the six individuals of dishonesty
and lack of integrity in their responses to FRC staff during
routine quality inspections of the audits of the financial
statements of Carillion for the year to December 2016 and
Regenersis for the year to June 2014, the FT discloses.

At the opening of a hearing, expected to last five weeks, lawyers
for the FRC said some auditors at KPMG working on the accounts of
Regenersis, a London-listed IT company later renamed Blancco
Technology Group, had created documents that were a "fabrication",
the FT relates.

The FRC also alleged that the auditors created new documents during
the inspection of the audit of Carillion's accounts, including
minutes of meetings relating to international aspects of the
audits, the FT notes.

The individual defendants -- Peter Meehan, the lead partner on the
Carillion audit, Wright, Richard Kitchen, Adam Bennett, Paw and
Stuart Smith -- have each denied allegations of wrongdoing, the FT
states.

KPMG, which self-reported the alleged wrongdoing to the FRC, is a
defendant because it would be vicariously liable for any misconduct
by its auditors, the FT relays.

The FRC did not allege that KPMG's audits of Carillion or
Regenersis were flawed. It is running separate investigations into
possible failings in the Carillion audits, according to the FT.
Carillion's liquidators are preparing a GBP250 million negligence
claim against KPMG, the FT discloses.

Carillion collapsed four years ago after receiving clean audit
opinions, the FT recounts.  It had liabilities of GBP7 billion and
GBP29 million of cash, fuelling debate over reform of the UK audit
sector and boardroom regulation, the FT states.

KPMG said all six of the auditors named as defendants before the
tribunal had now left the firm, according to the FT.


TRADEWISE INSURANCE: Enters Administration
------------------------------------------
Ida Axling at Insurance Age reports that Tradewise Insurance
Services has gone into administration.

According to Insurance Age, the specialist motor managing general
agent confirmed last month that it would stop binding new business
or renewals from January 2022 after being unable to renew its
reinsurance programme with Berkshire Hathaway.

In a communication to brokers sent on Jan. 10 and seen by Insurance
Age, Tradewise said: "As you are all aware, Tradewise have been
unable to bind New or Renewal business since January 1, 2022."




                           *********


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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Editors.

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