/raid1/www/Hosts/bankrupt/TCREUR_Public/220120.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Thursday, January 20, 2022, Vol. 23, No. 9

                           Headlines



C Z E C H   R E P U B L I C

ENERGO-PRO AS: Fitch Gives BB-(EXP) Rating to Proposed Unsec. Notes
ENERGO-PRO AS: S&P Rates New USD Denominated Notes 'B+'


G E R M A N Y

GENTING: May Seek Liquidation After German Unit's Demise
MV WERFTEN: Administrator Starts Process to Sell Ship, Facilities


I R E L A N D

DRYDEN 79 EURO 2020: Fitch Assigns Final B- Rating on F-R Debt
DRYDEN 79 EURO 2020: Moody's Assigns B3 Rating to Class F-R Notes
RYE HARBOUR: Moody's Affirms B2 Rating on EUR11MM Class F-R Notes


I T A L Y

MOBY SPA: Seeks Chapter 15 Bankruptcy Protection


N E T H E R L A N D S

KETER GROUP: Moody's Alters Outlook on B3 CFR to Positive
KETER GROUP: S&P Raises ICR to 'B' on Continued Deleveraging


S W I T Z E R L A N D

CEP V INVESTMENT: Moody's Assigns First Time B2 Corp Family Rating
GARRETT MOTION: Moody's Upgrades CFR to Ba2, Outlook Stable


U N I T E D   K I N G D O M

CONVIVIALITY: FRC Imposes GBP3-Mil. Fine for Audit Failings
DERBY COUNTY FC: MPs Urge Gov't to Intervene in Rescue Effort
INSTANT CASH: Faces Liquidation, Customers Urged to Submit Claims
STRATTON BTL 2022-1: Moody's Assigns (P)B1 Rating to Cl. X2 Notes
TOGETHER ENERGY: Becomes 27th UK Supplier to Go Bust

UTMOST GROUP: Fitch Rates Proposed Subordinated Tier 1 Notes 'BB'
VOYAGE BIDCO: S&P Rates GBP250MM Senior Secured Notes 'B+'

                           - - - - -


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C Z E C H   R E P U B L I C
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ENERGO-PRO AS: Fitch Gives BB-(EXP) Rating to Proposed Unsec. Notes
-------------------------------------------------------------------
Fitch Ratings has assigned ENERGO-PRO a.s.'s (EPas) proposed notes
an expected senior unsecured 'BB-(EXP)' rating, in line with EPas's
Long-Term Issuer Default Rating (IDR) of 'BB-', which is on
Negative Outlook.

The final rating is contingent on the receipt of final
documentation conforming materially to information already received
and details regarding the amount, coupon rate and maturity.

The proceeds will be used for the early repayment of EPas's EUR370
million notes due December 2022, including accrued interest and
transaction-related expenses. EPas will not proceed with its
Turkish-projects acquisition, which was planned previously.

The Negative Outlook on EPas's Long-Term IDR reflects Fitch's
expectation that, in the absence of the Turkish-projects
acquisition, leverage in 2022-2024 will be slightly above Fitch's
negative rating sensitivity, despite an improvement in 2021.

The Long-Term IDR reflects EPas's small size relative to other
rated European utilities', cash-flow volatility, foreign-exchange
(FX) exposure, operating-environment risk and key-person risk from
ultimate ownership by one individual. It also incorporates
increased distribution tariffs in Georgia, a supportive regulatory
regime for utilities networks in Bulgaria, and geographic
diversification.

KEY RATING DRIVERS

Expected Terms of Notes: The notes will constitute direct,
unconditional, unsubordinated and unsecured obligations of EPas and
rank pari passu among themselves and equally with all its other
unsecured obligations. The notes will be fully, unconditionally and
irrevocably guaranteed by seven operating companies within the EPas
group, which covered around 85% of consolidated EBITDA in 2021.

High Leverage Metrics: Fitch expects funds from operations (FFO)
net leverage (adjusted for connection fees and guarantees) to be
slightly above Fitch's negative rating sensitivity of 5.5x over
2022-2024. Fitch assumes EBITDA stabilisation from 2022, following
a strong performance in 2021. This is based on Fitch's forecast
that exceptionally high energy prices in 2H21 will level off in
2022, and Turkish lira will continue depreciating against the
dollar and euro. Fitch also expects interest coverage to be under
pressure from a tightening monetary policy cycle globally,
affecting EPas's refinancing terms.

Turkish Projects Consolidation Terminated: EPas has decided not to
proceed with the Turkish asset acquisition as their consolidation
would not be leverage-reducing for the group, given EPas's
exceptionally strong 2021 results, and also because its existing
bond covenants would not permit it. Another contributing factor to
the decision was the unstable macroeconomic environment in Turkey.
EPas's guarantee for the loan to Akbank related to the Karakurt
project with a limit of USD50 million will remain in place and
Fitch will continue to include it as an off-balance sheet
obligation in Fitch's FFO net leverage calculation.

EBITDA Volatility: EPas's Fitch-calculated EBITDA ranged between
EUR96 million and EUR164 million in 2016-2020, due to variable
hydro generation and tariff changes. In 9M21, Fitch-calculated
EBITDA was around EUR150 million, up around 50% yoy, due to
increased distribution tariffs in Georgia, higher electricity
prices across all regions of operations and the low base effect of
2020 (Fitch-calculated EBITDA of EUR105 million), partially
balanced by cessation of feed-in tariffs (FiT) for EPas's hydro
assets in Turkey.

Shareholder Distribution: EPas distributed EUR40 million to
shareholders in 2020 and EUR10 million in 2021. Fitch's rating case
includes distributions of EUR10 million-EUR20 million annually over
2022-2025. EPas expects its dividend policy to remain flexible and
subject to business needs.

Evolving Regulated, Quasi-Regulated Shares: EPas's EBITDA is
dominated by regulated and quasi-regulated activities (70% in 9M21,
down from 89% in 2017, based on company estimates). Fitch expects
this share to decrease as the business mix shifts towards
market-based activities, following cessation of FiT eligibility for
its assets in Turkey from end-2020, expected gradual hydro power
plant (HPP) liberalisation in Georgia, and the expiry of
reference-price-plus-premium mechanism in Bulgaria over 2024-2025.
These developments will have a mixed financial effect. Fitch may
tighten Fitch's rating sensitivities if Fitch expects cash-flow
predictability to decrease.

HPP Liberalisation in Georgia: In 2020, Georgia adopted the
electricity market model, meaning that electricity producers with
installed capacity below 120MW will gradually be relieved of
public-service obligation as they transition to market-based
principles. EPas's HPPs will gradually be deregulated in 2021-2027.
Fitch expects this to have a positive effect as market prices are
materially higher than regulated ones.

FX Risks: EPas remains subject to foreign-exchange (FX)
fluctuations, as its debt at end-2021, which consisted mainly of
Eurobonds, was euro-denominated. This is in contrast to its
local-currency denominated revenue, although the Bulgarian leva is
pegged to the euro. EPas does not use hedging instruments, other
than holding some cash in foreign currencies.

EPas has an ESG Relevance Score of '5' for Group Structure as the
company has issued guarantees in favour of its sister companies
within the DK Holding group, and higher-than-expected distributions
have a material impact on its credit ratios. These factors resulted
in a revision of Outlook to Negative from Stable in December 2020.

EPas has an ESG Relevance Score of '4' for Governance Structure,
due to the company being part of the DK Holding group, which is
ultimately owned by one individual, resulting in key person risk.

DERIVATION SUMMARY

EPas is smaller than other rated European utilities such as Energa
S.A. (BBB-/Rating Watch Positive) or Bulgarian Energy Holding EAD
(BB/Positive), although it is one of the largest utilities in
Georgia and Bulgaria. The company is focused on hydro generation
with a close-to-zero carbon footprint. Its EBITDA was more volatile
over 2013-2021 than that of many peers, but it benefits from
positive pre-dividend free cash flow (FCF) generation and a large
portion of regulated and quasi-regulated income. EPas's leverage is
higher than Energa's.

EPas has greater geographic diversification and benefits from more
stable regulation and integration into networks than DTEK
Renewables B.V. (B-/Stable), one of the largest renewables (wind
and solar) energy producers in Ukraine that operate under FiT, and
Uzbekhydroenergo JSC (BB-/Stable), a hydro producer with a monopoly
in Uzbekistan rated at the same level as the Republic of Uzbekistan
(BB-/Stable), reflecting its strong links with the state.

KEY ASSUMPTIONS

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

-- Bulgarian, Georgian and Turkish GDP to increase 3.0%-4.7%,
    4.0%-7.8%, 4.5%-10.5%, respectively, in 2021-2025;

-- Bulgarian, Georgian, and Turkish CPI on average at 2.2%, 3.7%,
    17.7%, respectively, over 2021-2025;

-- Electricity generation at about 2.4 TWh in 2021 and to
    increase to about 2.6 TWh annually in 2022-2024;

-- Capex on average at about EUR70 million annually over 2021-
    2025;

-- Distributions to shareholder of EUR10-20 million annually over
    in 2022-2025;

-- EUR/USD1.18- 1.19, USD/TRY10.65-TRY19.4 and EUR/GEL3.9-GEL4.1
    over 2021-2025;

-- Around EUR45 million guarantees included as off-balance-sheet
    obligations in 2021-2025.

RATING SENSITIVITIES

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

-- Fitch does not anticipate an upgrade as reflected in the
    Negative Outlook. Nevertheless, improved FFO net leverage
    (excluding connection fees and including group guarantees) to
    below 4.5x and FFO interest coverage consistently above 4x
    would be positive for the rating.

-- The Outlook could be revised to Stable if the negative
    sensitivities below are not breached.

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

-- Higher distributions to shareholder and lower profitability
    and cash generation leading to FFO net leverage (excluding
    connection fees and including group guarantees) above 5.5x and
    FFO interest coverage below 3x on a sustained basis;

-- Continued low hydro generation;

-- Significant weakening of the business profile with lower
    predictability of cash flows may lead to a tighter leverage
    sensitivity or a downgrade.

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

Manageable Liquidity: At end-June 2021 EPas had EUR18 million of
unrestricted cash and equivalents and a EUR31 million available
under revolving credit facilities, against short-term financial
liabilities of EUR35 million. The company expects to repay or
extend loans on maturity. The next substantial debt maturity is in
December 2022, when Eurobonds of EUR370 million are due. Fitch
expects the company to refinance Eurobonds well ahead of maturity.

ISSUER PROFILE

EPas is a utility company headquartered in the Czech Republic with
operating companies in Bulgaria, Georgia and Turkey. Its core
activities are power distribution to over two million customers and
electricity generation at HPPs with a total installed capacity of
747MW and a gas-fired plant of 110MW.

SUMMARY OF FINANCIAL ADJUSTMENTS

-- Surplus from inventory and property, plant and equipment (PPE)
    counts, income from penalties and fines, income from insurance
    claims, gains less losses on disposal of PPE and intangible
    assets, changes in inventory of products and in work in
    progress were excluded from EBITDA.

-- Fitch has included guarantees of EUR45 million at end-2020
    issued by EPas under loan agreements of its sister companies
    as off-balance-sheet obligations in the adjusted debt
    calculations.

-- For the purpose of FFO net leverage (excluding connection
    fees) and FFO interest cover (excluding connection fees)
    calculations Fitch reduced FFO by the amount of customer
    connection fees received as they are set off against capex.

ESG CONSIDERATIONS

EPas has an ESG Relevance Score of '5' for Group Structure, due to
issuance of guarantees in favour of its sister companies within the
DK Holding group, and higher-than-expected distributions. These
factors have a negative impact on the credit profile, and are
highly relevant to the rating, resulting in the revision of Outlook
to Negative from Stable in December 2020.

EPas has an ESG Relevance Score of '4' for Governance Structure,
due to the company being part of the larger DK Holding, which is
ultimately owned by one individual. 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.


ENERGO-PRO AS: S&P Rates New USD Denominated Notes 'B+'
-------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term issue rating to the
proposed U.S.-dollar-denominated notes to be issued by ENERGO-PRO
a.s. (EPas; B+/Stable/--), a Czech Republic-headquartered
electricity producer and distribution network operator with
activities mainly in Bulgaria, Georgia, and Turkey.

S&P said, "We think the proposed issuance will improve EPas' debt
maturity profile since the proceeds will mostly be used to
refinance existing debt, notably the notes due in December 2022. At
the same time, we think it might mean higher finance expenses,
which will be reflected in the company's funds from operations
(FFO) from 2022. However, we note that EPas' 2021 results were
moderately better than our previous assumptions on the back of
supportive electricity prices and developments in electricity
distribution segment regulation in Georgia, with expected 2021
EBITDA of EUR180 million-EUR190 million (EUR152 million in the
first nine months of 2021). Based on this, we expect FFO to debt of
about 20% in 2021 and 15%-20% in 2022 and the longer term (because
we anticipate some moderation in electricity prices), which is
commensurate with the 'B+' rating.

"We also highlight the company has cancelled the transaction to
acquire 100% of the 280 megawatt (MW) Alpaslan-2 and 97 MW Karakurt
power plants in Turkey from its immediate parent, DK Holding
Investments s.r.o. (DKHI). We estimate that these two power plants
generated about EUR50 million of EBITDA in 2021 but had about
EUR270 million of debt at year-end 2021.

"Our rating on EPas continues to reflect the larger group's credit
quality at the DKHI level, since we view EPas as its core
subsidiary. In our view, the successful commissioning of the two
power plants in Turkey, which benefited from long-term
U.S.-dollar-denominated feed-in tariffs (YEKDEM) in 2021, will mean
DKHI's metrics improve, with FFO to debt of 15%-20% in 2021-2022
from 5% in 2020."




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G E R M A N Y
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GENTING: May Seek Liquidation After German Unit's Demise
--------------------------------------------------------
Bloomberg News reports cruise operator Genting Hong Kong Ltd warned
it may seek court assistance to safeguard its assets, after failing
to secure funding to help it stay afloat following the insolvency
of its German shipbuilding subsidiary.

Genting Hong Kong plans to file for provisional liquidation with
courts in Bermuda, where its registered office is, unless it
receives "credible proposals for a solvent, consensual and
inter-conditional restructuring solution", it said in an exchange
filing, according to Bloomberg.  The company's shares, down 49%
already this year, have also been suspended from trade.

Genting Hong Kong's indirect wholly owned shipbuilding subsidiary,
MV Werften, has filed for insolvency in a local court in Germany,
the report notes, after salvage talks fizzled amid a dispute
between German authorities and Genting.  Both parties blamed the
other for MV Werften's collapse. Genting Hong Kong warned investors
cross defaults amounting to US$2.78 billion may follow.

According to MV Werften's website, the shipbuilder has around 2,900
staff and over the past 75 years has delivered more than 2,500
vessels for deployment in the tourism sector, the Arctic region and
the logistics and offshore marine industries from its shipyards in
Wismar, Rostock and Stralsund.

Bloomberg notes Genting Hong Kong's financial deterioration is also
the result of Covid-19, which has wiped out travel demand, causing
the industry to carry out a string of restructuring and
insolvencies. Genting Hong Kong, which like many operators has
offered "seacations" amid a cruise-to-nowhere trend, reported a
record loss of US$1.7 billion in May, Bloomberg discloses. The
latest liquidation developments come just as Hong Kong reimposes
some of its strictest virus curbs since the pandemic began.

According to Bloomberg, Genting Hong Kong said on Jan. 18 a German
court had rejected an application that would have provided MV
Werften with access to an US$88 million lifeline.

"The company considers that it has exhausted all reasonable efforts
to negotiate with the relevant counterparties under its financing
arrangements," it said in the statement.

"The appointment of provisional liquidators is essential and in the
interests of the company, its shareholders and its creditors in
order to maximise the chance of success of the financial
restructuring and to provide a moratorium on claims and to seek to
avoid a disorderly liquidation of the company by any of its
creditors," it added.

Some of Genting Hong Kong's biggest creditors have included banks
such as BNP Paribas SA, Oversea-Chinese Banking Corp and Credit
Agricole SA and DNB Bank ASA, data compiled by Bloomberg show.

The company's impending demise may not necessarily have big
ramifications for other companies in the Genting group, says
Bloomberg. Part of Tan Sri Lim Kok Thay's sprawling
gambling-to-hospitality Genting empire, Genting Hong Kong was
established in the early 1990s when the Malaysian tycoon wanted to
diversify risk away from the flagship hilltop casino resort in his
home country.

While Lim owns a 76% stake in Genting Hong Kong, the other Genting
companies in Malaysia and Singapore -- Genting Bhd, Genting
Singapore Ltd and Genting Malaysia Bhd -- have no cross
shareholdings with Genting Hong Kong except for Lim being a common
stakeholder in all four, Bloomberg states.  Cruises out of Hong
Kong are only one part of Genting Hong Kong's business. Responding
to questions from Bloomberg News on Jan. 18, the company said
cruises were still taking place in Singapore, Taiwan and Penang in
Malaysia, with most of those voyages having resumed at reduced
capacity in 2020. The company wasn't immediately able to disclose
what proportion of its business cruises from Hong Kong typically
account for.

Separately on Jan. 18, Genting Hong Kong said Alan Smith, Ambrose
Lam Wai Hon and Justin Tan have resigned as independent
non-executive directors and as such have ceased to be members of
the company's audit, remuneration and nomination committees,
Bloomberg reports.

                      About Genting Hong Kong

Genting Hong Kong Limited is a Hong Kong-based investment holding
company principally engaged in cruise businesses. The Company
operates through two segments. Cruise and Cruise-related Activities
segment is engaged in the sales of passenger tickets, the sales of
foods and beverages onboard, shore excursion, as well as the
provision of onboard entertainment and other onboard services.
Non-cruise Activities segment is engaged in onshore hotel
businesses, travel agency, aviation businesses, entertainment
businesses and shipyard businesses, among others. The Company
operates businesses in Asia Pacific, North America and Europe,
among others.


MV WERFTEN: Administrator Starts Process to Sell Ship, Facilities
-----------------------------------------------------------------
The Maritime Executive reports that Genting Hong Kong's effort to
compel the German state to release funds under an emergency loan
for the MV Werften was blocked on Jan. 17 by a German court.  MV
Werften is an indirect wholly owned shipbuilding subsidiary of
Genting Hong Kong.

According to The Maritime Executive, while Genting might still
appeal the court ruling, the failure of this along with other
attempts to release financing for the construction of the Global
Dream cruise ship has raised the possibility of cross defaults on
the group's nearly US$2.8 billion in debt.  At the same time, the
MV Werften administrator has commenced the process to sell the
incomplete ship and the shipyard facilities, The Maritime Executive
discloses.

MV Werften had been seeking to complete the terms government loans
to permit the shipyard to continue the construction of the massive
208,000 gross ton cruise ship, The Maritime Executive states.
Initial terms had been reached in June 2021 with the federal
government for a loan package as well as a "backstop loan" to be
provided from the state where the shipyard is located in the advent
the shipyard faced a liquidity shortfall, The Maritime Executive
recounts.

The state of Mecklenburg-Western Pomerania argued in a court
hearing last week that the loan valued at US$88 million was for
2024 and only if the shipyard had a liquidity shortfall after the
other financing agreements including the larger loan from the
government, The Maritime Executive relays.  Genting Hong Kong
argued in December that it met the terms of the loan including a
capital investment from its parent and that it should have been
able to draw down the loan based on the liquidity restrictions
placed on the shipyard, The Maritime Executive notes.

The shipyard was forced at the beginning of January to delay
workers' December wage payments saying that it had liquidity
restrictions, The Maritime Executive states.  The shipyard at the
time was also seeking an approximately US$123 million milestone
payment under existing financing for the construction of the Global
Dream, according to The Maritime Executive.  Unable to obtain any
of those funds, MV Werften filed for insolvency on Jan. 10, The
Maritime Executive relays.  In the Jan. 17 ruling, the district
court said the state government was not required to make the loan
payments at this time, The Maritime Executive notes.

According to The Maritime Executive, while the court was reviewing
the loan dispute, Christoph Morgen, a German lawyer with a
background in the shipbuilding business, was appointed interim
administrator for MV Werften.  In his first week, Mr. Morgen
reports that he made good progress, including payment of the
outstanding wages from December for most of the shipyard's nearly
2,000 employees, The Maritime Executive states.  The administrator
reports that he is also working with suppliers to find a way to get
them paid, The Maritime Executive notes.

Mr. Morgen told the German media that he has had constructive talks
with Genting about the Global Dream, saying completing and selling
the cruise ship is a high priority, according to The Maritime
Executive.  The cruise ship is reported to be 75% complete and had
been expected to be delivered this year to Dream Cruises, another
subsidiary of Genting Hong Kong, The Maritime Executive notes.  Mr.
Morgen, as cited by The Maritime Executive, said he could also
explore the sale of the incomplete ship to other companies but
noted that it was a specialized ship designed for Genting.  The
hope is to sell the ship separately from the shipyard facilities,
The Maritime Executive states.

Elected officials in Germany and Morgan are raising the possibility
that the three shipyards owned by MV Werften would be sold
separately, The Maritime Executive discloses.  There are reports
that the yards might be used to build components for offshore
energy or repurposed into industrial parks, according to The
Maritime Executive.

Genting Hong Kong warned investors that the failure to secure the
financing for MV Werften has "created an immediate and significant
gap in the liquidity resources of the group . . . there is no
guarantee that the group will be able to meet its financial
obligations under its financing arrangements as and when they fall
due", The Maritime Executive discloses.  Genting was holding out
hope that it would be able to get the injunction compelling the
Mecklenburg government to release the monies in the backstop loan,
The Maritime Executive notes.

According to The Maritime Executive, while none of its creditors
have yet made demands, Genting warns, "this in turn triggered
cross-default events under certain financing arrangements of the
group that have an aggregate principal amount of approximately
US$2.777 billion."  Those creditors have the "right to demand
payment of the indebtedness and/or take action pursuant to the
terms of their respective financing arrangements."




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DRYDEN 79 EURO 2020: Fitch Assigns Final B- Rating on F-R Debt
--------------------------------------------------------------
Fitch Ratings has assigned Dryden 79 Euro CLO 2020 DAC final
ratings.

     DEBT                  RATING
     ----                  ------
Dryden 79 Euro CLO 2020 DAC - Reset

A-R XS2420713799     LT AAAsf   New Rating
B-1-R XS2420714094   LT AAsf    New Rating
B-2-R XS2420714250   LT AAsf    New Rating
C-R XS2420714417     LT Asf     New Rating
D-R XS2420714680     LT BBB-sf  New Rating
E-R XS2420714847     LT BB-sf   New Rating
F-R XS2420715067     LT B-sf    New Rating
X XS2420713526       LT AAAsf   New Rating

TRANSACTION SUMMARY

Dryden 79 Euro CLO 2018 DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds were used to redeem existing notes, which fund a portfolio
with a target par of EUR500 million. The portfolio is actively
managed by PGIM Loan Originator Manager Limited and co-managed by
PGIM Limited. The collateralised loan obligation (CLO) has a
five-year reinvestment period and a nine-year weighted average life
(WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 25.75.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is
58.85%.

Diversified Asset Portfolio (Positive): The transaction includes
two Fitch matrices: (i) one effective at closing corresponding to
the top-10 obligor concentration limit at 27%, a fixed-rate asset
limit at 20% and a nine-year WAL and (ii) another one that can be
selected by the manager at any time one year after closing as long
as the portfolio balance (including defaulted obligations at their
Fitch-calculated collateral value) is above target par, and
corresponding to the same limits of the previous matrix except for
a eight-year WAL.

The transaction also includes various concentration limits,
including the maximum exposure to the three-largest Fitch-defined
industries in the portfolio at 40%.

These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.

Portfolio Management (Positive): The transaction has a five-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash-flow Modelling (Neutral): Fitch used a customised proprietary
cash flow model to replicate the principal and interest waterfalls,
and the various structural features of the transaction, as well as
to assess their effectiveness, including the structural protection
provided by excess spread diverted through the par value and
interest coverage tests.

The WAL used for the transaction's stressed-case portfolio and
matrices analysis is 12 months less than the WAL covenant to
account for structural and reinvestment conditions
post-reinvestment period, including passing the
over-collateralisation and Fitch 'CCC' limitation tests, among
others. Combined with loan pre-payment expectations, this
ultimately reduces the maximum possible risk horizon of the
portfolio.

RATING SENSITIVITIES

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

-- An increase of the rating default rate (RDR) at all rating
    levels by 25% of the mean RDR and a 25% decrease of the
    recovery rate at all rating levels would lead to downgrades of
    up to four notches for the notes.

-- Downgrades may occur if the build-up of the notes' credit
    enhancement following amortisation does not compensate for a
    larger loss expectation than initially assumed, due to
    unexpectedly high levels of defaults and portfolio
    deterioration.

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

-- A reduction of the RDR at all rating levels by 25% of the mean

    RDR and a 25% increase of the recovery rate at all rating
    levels, would lead to upgrades of up to two notches for the
    notes, except the class X and class A notes, which are already
    at the highest rating on Fitch's scale and cannot be upgraded.

-- After the end of the reinvestment period, upgrades may occur
    in case of a better-than-initially expected portfolio credit
    quality and deal performance, leading to higher credit
    enhancement and excess spread available to cover losses in the
    remaining portfolio.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven 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 seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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


DRYDEN 79 EURO 2020: Moody's Assigns B3 Rating to Class F-R Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Dryden
79 Euro CLO 2020 DAC (the "Issuer"):

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

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

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

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

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

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

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

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

RATINGS RATIONALE

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

The Issuer issued the notes in connection with the refinancing of
the following classes of notes (the "Original Notes"): Class A
Notes, Class B-1 Notes, Class B-2 Notes, Class C Notes, Class D
Notes, Class E Notes, and Class F Notes, due 2034 previously issued
on December 2, 2020.

The Issuer also issued Class X notes in addition to the refinancing
notes. Interest and principal amortisation amounts due to the Class
X Notes are paid pro rata with payments to the Class A Notes. The
Class X Notes amortise by 16.67% or EUR333,333.34 over the first
six payment dates starting on the second payment date.

As part of this refinancing, the Issuer upsized the transaction,
extended the reinvestment period to 5 years and the weighted
average life to 9 years. It also amended certain concentration
limits. The issuer included the ability to hold loss mitigation
obligations. In addition, the Issuer amended the base matrix and
modifiers that Moody's has taken into account for the assignment of
the definitive ratings.

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

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2021.

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

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2021.

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

Target Par Amount: EUR500,000,000

Diversity Score: 50

Weighted Average Rating Factor (WARF): 3119

Weighted Average Spread (WAS): 3.80%

Weighted Average Coupon (WAC): 4.50%

Weighted Average Recovery Rate (WARR): 41.50%

Weighted Average Life (WAL): 8 years


RYE HARBOUR: Moody's Affirms B2 Rating on EUR11MM Class F-R Notes
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Rye Harbour CLO, Designated Activity Company:

EUR15,000,000 Class B-1R Senior Secured Floating Rate Notes due
2031, Upgraded to Aa1 (sf); previously on Apr 21, 2017 Definitive
Rating Assigned Aa2 (sf)

EUR20,000,000 Class B-2R Senior Secured Fixed/Floating Rate Notes
due 2031, Upgraded to Aa1 (sf); previously on Apr 21, 2017
Definitive Rating Assigned Aa2 (sf)

EUR10,000,000 Class C-1R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A1 (sf); previously on Apr 21, 2017
Definitive Rating Assigned A2 (sf)

EUR12,750,000 Class C-2R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A1 (sf); previously on Apr 21, 2017
Definitive Rating Assigned A2 (sf)

EUR19,225,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Baa1 (sf); previously on Apr 21, 2017
Definitive Rating Assigned Baa2 (sf)

Moody's has also affirmed the ratings on the following notes:

EUR186,750,000 Class A-1R Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Apr 21, 2017 Definitive
Rating Assigned Aaa (sf)

EUR25,000,000 Class A-2R Senior Secured Fixed Rate Notes due 2031,
Affirmed Aaa (sf); previously on Apr 21, 2017 Definitive Rating
Assigned Aaa (sf)

EUR23,400,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Apr 21, 2017
Definitive Rating Assigned Ba2 (sf)

EUR11,000,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B2 (sf); previously on Apr 21, 2017
Definitive Rating Assigned B2 (sf)

Rye Harbour CLO, Designated Activity Company, issued in January
2015 and reset in April 2017, is a collateralised loan obligation
(CLO) backed by a portfolio of mostly high-yield senior secured
European loans. The portfolio is managed by Bain Capital Credit,
Ltd. The transaction's reinvestment period will end in April 2022.

RATINGS RATIONALE

The rating upgrades on the Class B1-R, Class B2-R, Class C1-R,
Class C2-R and Class D-R notes are primarily a result of the
benefit of the shorter period of time remaining before the end of
the reinvestment period in April 2022.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements. In particular, Moody's assumed that
the deal will benefit from a shorter amortisation profile than it
had assumed at the last rating action in April 2017.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.

In its base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR343.4m

Defaulted Securities: EUR2.1m

Diversity Score: 56

Weighted Average Rating Factor (WARF): 2827

Weighted Average Life (WAL): 4.51 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.63%

Weighted Average Coupon (WAC): 4.33%

Weighted Average Recovery Rate (WARR): 44.66%

Par haircut in OC tests and interest diversion test: none

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2021.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published in May 2021. Moody's concluded the
ratings of the notes are not constrained by these risks.

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the note,
in light of uncertainty about credit conditions in the general
economy. In particular, the length and severity of the economic and
credit shock precipitated by the global coronavirus pandemic will
have a significant impact on the performance of the securities. CLO
notes' performance may also be impacted either positively or
negatively by (1) the manager's investment strategy and behaviour
and (2) divergence in the legal interpretation of CDO documentation
by different transactional parties because of embedded
ambiguities.

Additional uncertainty about performance is due to the following:

Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. Moody's tested for a possible
extension of the actual weighted average life in its analysis. The
effect on the ratings of extending the portfolio's weighted average
life can be positive or negative depending on the notes'
seniority.

Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.




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

MOBY SPA: Seeks Chapter 15 Bankruptcy Protection
------------------------------------------------
Moby SpA, the ferry company that connects Italy's mainland with its
islands, filed for Chapter 15 bankruptcy proceedings in the U.S. as
it seeks to complete a troubled restructuring process at home.

Moby and its group of companies are successful Italian ferry and
cruise operators maintaining routes in both the Mediterranean and
Baltic Seas.

Despite its success, in the recent years, Moby Group's
profitability decreased due to: (a) an increased competition; (b)
expenses associated with Moby Group's expansion in the
Mediterranean and Baltic Seas; and (c) increase d costs, including
for fuel and other port-related expenses.  In late 2019/early 2020,
Moby became the target of an involuntary bankruptcy proceeding in
Italy.  The Italian Bankruptcy Court dismissed the involuntary
proceeding because Moby, despite its financial difficulties, was a
solvent company.

In early 2020, the Moby Group's financial situation deteriorated
because of the effect the COVID-19 pandemic had on its cruise and
ferry businesses, resulting in a stiff decrease of ticket sale
revenues. Between late 2019 and the first half of 2020, Moby
negotiated a potential debt restructuring with certain creditors of
the Moby Group, including those that had filed the involuntary
bankruptcy petition in Italy.

Despite the progress of creditor discussions, certain creditors
continued to threaten Moby Group's business continuity.  Thus, on
June 30, 2020, Moby and its main subsidiary Compagnia Italiana di
Navigazione S.p.A. ("CIN," and together with Moby, the "Italian
Debtors") filed two separate applications for judicial
restructuring pursuant to article 161, sixth paragraph, of Royal
Decree No. 267/1942 (the "Italian Bankruptcy Law") (the
"Application[s]").  Consequently, from July 1, 2020 onwards, any
acts by Moby and CIN's creditors to start or continue enforcement
and foreclosure proceedings over Moby and CIN's assets have been
automatically "stayed."  Such "stay" will remain in force as long
as Moby and CIN's respective insolvency proceedings are pending.

The Italian Bankruptcy Court accepted the Italian Debtors'
Applications on July 9, 2020, authorizing the Italian Debtors to
potentially reach an agreement with their creditors under the
Italian Bankruptcy Court's supervision.  On March 29, 2021, Moby
filed its proposal for an agreement with creditors with the Italian
Bankruptcy Court.  CIN did so on May 24, 2021.

On June 24, 2021, the Italian Bankruptcy Court authorized Moby to
proceed to the next stages of judicial restructuring.

In order to allow for an expeditious and effective commercial
restructuring in the Italian Insolvency Proceeding, including
enforcing all rights and obligations under the Indenture and other
agreements, Moby now seeks the protections afforded by Chapter 15
of the U.S. Bankruptcy Code.

                          About Moby Spa

Moby SpA is an Italian shipping company that operates ferries and
cruiseferries between the Italian or French mainland and the
islands of Elba, Sardinia and Corsica.

Moby SpA sought Chapter 15 bankruptcy protection (Bankr. S.D. Fla.
Case No. 22-10311) on Jan. 14, 2022, to seek U.S. recognition of
its restructuring proceedings in Italy.

Patricia B Tomasco of Quinn Emanuel Urquhart & Sullivan, LLP, is
the U.S. counsel.




=====================
N E T H E R L A N D S
=====================

KETER GROUP: Moody's Alters Outlook on B3 CFR to Positive
---------------------------------------------------------
Moody's Investors Service has changed to positive from stable the
outlook on the ratings of Keter Group B.V. Concurrently, Moody's
has affirmed the company's B3 corporate family rating and its B3-PD
probability of default rating (PDR). Moody's has also assigned B3
ratings to the proposed new senior secured term loan B (TLB) due
2029 and senior secured revolving credit facility (RCF) due in 2028
to be raised by Keter Group B.V.

Proceeds from the proposed EUR1,175 million TLB will be used to
repay the company's existing EUR1,105 million senior secured term
loan B due 2023, pay transaction fees and expenses and for general
corporate purposes. The company also plans to upsize the RCF from
EUR110 million to EUR150 million.

"We have changed the outlook on Keter to positive from stable to
reflect its continued improvement in operating performance, which
will lead to a faster deleveraging profile than previously
anticipated, with a Moody's adjusted gross leverage ratio reducing
to below 5.5x over the next 12 to 18 months," says Pilar Anduiza,
Moody's lead analyst for Keter. "The change in outlook also
reflects the company's improved liquidity profile following the
refinancing."

RATINGS RATIONALE

Keter's operating performance has continued to improve during 2021,
despite the challenges posed by the current inflationary
environment for raw materials and logistics costs, as well as some
supply chain disruptions.

Strong consumer spending on home improvement owing to the pandemic,
increasing work from home trends as well as market share gains
underpinned by investments in innovation have supported the
company's topline, with sales increasing by 27% YTD November 2021
compared to the same period last year. In the same period, EBITDA
grew by a smaller percentage (12%), as it did not benefit from the
full effect of successful pricing initiatives implemented in the
second half of 2021 to offset the impact of higher raw materials
and other costs. However, the company benefitted from an improved
product mix, SKU rationalization, and operational efficiency
measures that management had successfully put in place.

Moody's expects the company to report continued revenue growth in
the mid-to-high single digits over the next 12-18 months. However,
Keter remains exposed to a degree of earnings volatility owing to
input cost inflation, partly mitigated by price increases and its
strategy to progressively increase the use of recycled resin in its
production. Moody's expects adjusted EBITDA margins to improve over
the next two years to around 15%, following a contraction to 13% in
2021.

Given sustained topline growth and improvement in margins, Moody's
expects that Keter's leverage will continue to decline towards 5.5x
over the next 12-18 months.

Additionally, the company has filed a registration statement for an
IPO. A successful IPO would be credit positive as proceeds would be
used to repay a payment-in-kind instrument, owned by Keter's
shareholders, sitting outside of the restricted group, which
Moody's views as an overhang for Keter's rating.

Keter's B3 rating reflects (1) its leading market positions in the
global resin-based products industry including consumer furniture,
tool storage and home storage; (2) good geographic diversification
of sales across a number of countries in Europe, North America and
Israel; and (3) its strong product diversification and a broad
distribution channel mix, underpinned by long-standing
relationships with major retail chains.

The B3 rating also reflects Keter's (1) still relatively weak
Moody's adjusted EBIT-to-interest cover ratio, currently below
1.0x; (2) the significant exposure to polypropylene prices, despite
the progressively higher use of recycled resin, which creates
earnings volatility risk and could materially slow the pace of
deleveraging; and (3) Moody's expectation that FCF will be limited
in 2022.

LIQUIDITY

Following the proposed refinancing, Keter's liquidity will be
adequate. As of September 2021, the company had EUR126.5 million of
cash and cash equivalents pro forma for the transaction and access
to a fully undrawn EUR110 million committed senior secured
revolving credit facility which will be upsized to EUR150 million
following the refinancing. The company also relies on uncommitted
short-term loans from local banks, with an outstanding amount of
EUR65 million as at September 2021, and on a EUR31 million credit
facility secured by trade receivables and inventory, due in
September 2022.

Based on Moody's forecasts, these sources of liquidity should be
sufficient to cover the company's expected cash requirements,
including intra-year working capital swings of up to EUR100 million
due to business seasonality and higher than usual inventory
build-up, and approximately EUR90 million annual capex (incl. the
portion related to the lease adjustment).

Following the refinancing transaction, the company will not have
debt maturities until December 2029, when the TLB is due.

STRUCTURAL CONSIDERATIONS

The proposed senior secured credit facilities, i.e. the EUR1,175
million TLB and the EUR150 million RCF, are rated in line with the
B3 CFR, as these represent the vast majority of Keter's financial
indebtedness. The B3-PD PDR reflects the use of a 50% family
recovery rate as is customary for capital structures with bank debt
only and limited covenant protection.

While Moody's notes the presence of a PIK instrument outside of the
restricted group (the immediate parent of the top company within
the restricted group capitalises its ownership of Keter via common
equity), Moody's does not include this instrument in its debt and
leverage calculations.

RATIONALE FOR THE POSITIVE OUTLOOK

The positive outlook reflects Moody's expectations that the company
will be able to sustain revenue and earnings growth over the next
12-18 months, leading to a Moody's adjusted gross leverage ratio
towards 5.5x.

The outlook also assumes that the company will use the proceeds
from the potential IPO to repay the PIK instrument sitting outside
of the restricted group and maintain adequate liquidity.

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

Positive pressure on the ratings could arise in case of stronger
than anticipated sales and earnings growth momentum, as evidenced
by a Moody's adjusted gross debt-to-EBITDA trending towards 5.5x,
consistently improving free cash flow and overall good liquidity.

Negative pressure on the ratings could materialize if operating
performance deteriorates, such that Moody's adjusted gross
debt-to-EBITDA remains sustainably above 7.0x. Weakening liquidity
and persistently negative free cash flow generation would also add
negative pressure on the ratings.

PRINCIPAL METHODOLOGY

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

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Keter Group B.V.

Senior Secured Bank Credit Facility, Assigned B3

Affirmations:

Issuer: Keter Group B.V.

Probability of Default Rating, Affirmed B3-PD

LT Corporate Family Rating, Affirmed B3

Outlook Actions:

Issuer: Keter Group B.V.

Outlook, Changed To Positive From Stable

COMPANY PROFILE

Keter Group B.V. (Keter) is the holding company, based in the
Netherlands, for a group of entities involved in the manufacturing
and distribution of a variety of resin-based consumer goods.
Keter's key products include garden furniture and home storage
solutions. Keter is majority owned by BC Partners, while minority
shareholders include funds advised by Private Equity firm PSP and
the original founders, the Sagol family. In 2020, Keter Group
generated EUR1.2 billion of revenues and EUR200 million of
(company-reported) EBITDA.


KETER GROUP: S&P Raises ICR to 'B' on Continued Deleveraging
------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Keter Group B.V. to 'B' from 'B-', and assigned its 'B' issue
rating and '3' recovery rating to the proposed term loan B.

The outlook is stable, based on S&P's view that Keter will improve
its profitability with pricing initiatives and operating leverage
offsetting raw material and logistic cost inflation, supporting a
leverage ratio in the 5.0x-6.0x range, and will generate positive
free operating cash flow (FOCF) in the next 12 months.

Keter Group announced on Jan. 10, 2022, its intention to refinance
its capital structure and add additional cash on its balance sheet
with a new EUR1.175 billion term loan B and EUR150 million
revolving credit facility (RCF).

S&P said, "We anticipate that Keter will continue to capture
supportive consumer trends in 2022, and we factor in the recent
acquisition's impact on its revenue. The group's sales increased by
about 27% in the year to November 2021 thanks to its ability to
address the growing consumer demand for product categories such as
tool storage, outdoor storage, and outdoor furniture, as well as
its ability to implement price increases. We estimate that Keter's
performance was supported by its innovation strategy to serve
customer demand, considering that about 30% of revenue comes from
products launched in the past four years; and with its efficient
manufacturing footprint, with 18 plants close to its main U.S., EU,
and Israel markets. The group has also entered the more dynamic
online channel, which represents 18% of 2020 sales (30% including
click and collect sales) thanks to its large product range and
brand recognition. For 2022, we forecast these trends to continue,
with sales to increase 10%-12%, of which about 1 percentage point
will come from the integration of Casual Living, which the group
acquired in October 2021.

"We anticipate Keter will increase its EBITDA margin to 14.5%-15.0%
in the next 12 months, in line with 2020 levels, from our estimate
of 13.5%-14.0% in 2021, in part due to its focus on efficient cost
management. We anticipate the group's EBITDA margin in 2022 will be
supported by the full-year effect of price increases in 2021, by
the continued introduction of new products, and operating leverage.
In addition, we estimate that the growing use of recycled
materials, which represented 40% of total raw material used in
2020, reduces the group's exposure to the risk of volatility in
virgin resin prices. The growing use of recycled materials also
supports a higher EBITDA margin because Keter estimates its price
to be about 22% lower than the price of virgin resin. However, we
estimate that logistics costs could remain high in the next 12
months and partly offset the above trends. Moreover, we forecast
the group to continue to invest in research and development and in
promotions to support revenue growth.

"We anticipate Keter will generate positive FOCF in the next 12
months, thanks to fewer working capital requirements and despite
higher investment in capacity. We estimate that the group generated
negative FOCF of EUR40 million-EUR45 million in 2021 primarily
because of the large working capital requirements. This was largely
due to an increase in inventories, following the efforts to reduce
inventories in the prior year, and the need to serve growing
demand. Raw material cost inflation also contributed to the working
capital absorption. The group is investing in manufacturing
capacity for growing categories including tool storage and outdoor,
and in developing new products. As such, we anticipate Keter will
invest EUR70 million-EUR80 million in capital expenditure (capex)
over the next 12 months. We also anticipate EUR40 million-EUR50
million of working capital requirement to reflect the need to
increase inventories and trade receivables to support revenue
growth. Overall, we forecast the group to generate FOCF in the
EUR30 million-EUR40 million range in the next 12 months.

"We forecast Keter's capital structure to remain highly leveraged
post-refinancing, with a debt-to-EBITDA ratio of about 5.5x in 2022
(excluding all NCE instruments).Our main adjustment to the proposed
term loan B and our estimate of EUR90 million-EUR100 million of
asset-backed facilities and bilateral lines includes about EUR100
million of operating lease obligations. Including the NCE equity
instruments, we estimate the 2022 leverage ratio in the 11x-12x
range. We forecast the deleveraging trend will be supported by
continued profitable growth. We also forecast funds from operations
(FFO) cash interest coverage of 3.5x-4.5x, supported by higher cash
flow."

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 views that Keter's
operating performance will remain resilient in the next 12 months,
supporting a debt-to-leverage ratio in the 5.0x-6.0x range
excluding all NCE instruments. We expect continued consumer demand,
product innovation, and pricing discipline to support EBITDA. We
forecast the group will achieve an FFO cash interest coverage ratio
of 3.5x-4.5x in the next 12 months, combined with positive FOCF.

"We could lower the rating if Keter's debt leverage deteriorates
materially beyond our base-case scenario or if the group is unable
to generate sustainably positive FOCF. This could happen in case of
large investments in product innovation that do not meet customer
demand and result in lower sales. This could also happen because of
continued increase in raw material and logistic costs that the
group is unable to offset with pricing actions. Under this
scenario, we will also anticipate to see a prolonged deterioration
in the group's FFO cash interest coverage ratio to close to 2.0x.

"We could raise our rating if Keter's revenue and EBITDA increase
significantly more than our base-case projections such that its
debt-leverage ratio sustainably falls to below 5.0x, including our
assessment of NCE instruments, combined with substantial annual
FOCF. This would most likely occur in case of execution of the
innovation strategy and continued expansion in the dynamic online
channel, with generated cash flow prioritized to debt repayment.
Given the financial sponsor ownership, we would need to see a
clearly stated financial policy commitment to a permanently less
leveraged capital structure to consider an upgrade."




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

CEP V INVESTMENT: Moody's Assigns First Time B2 Corp Family Rating
------------------------------------------------------------------
Moody's Investors Service has assigned a first-time B2 corporate
family rating and a B2-PD probability of default rating to CEP V
Investment 23 S.a.r.l. (AutoForm or the company), the holding
company of the automotive software vendor AutoForm. Concurrently,
Moody's has assigned a B2 rating to the proposed EUR472 million
senior secured term loan B and the EUR55 million senior secured
multicurrency revolving credit facility (RCF), due in 2029 and
2028, respectively, to be issued by the company. The outlook on all
ratings is stable.

Proceeds from the first lien term loan, as well as shareholder
equity, will be used primarily to fund the acquisition of AutoForm
by The Carlyle Group from Astorg. The transaction was initially
announced and signed in November 2021 and is expected to close in
the first quarter of 2022, subject to regulatory approvals.

"The B2 rating reflects AutoForm's leading positioning in sheet
metal forming simulation software for the automotive sector,
supported by a sticky customer base and a global footprint. The
rating also benefits from positive market prospects and the solid
free cash flow generation of the company" says Luigi Bucci, lead
analyst for AutoForm.

"At the same time, the rating also reflects AutoForm's high
Moody's-adjusted starting leverage of 6.7x which is expected to
reduce to below 6x within the next 12-18 months. The rating is also
constrained by the company's exposure to a niche market with
limited size" adds Mr Bucci.

RATINGS RATIONALE

AutoForm's B2 CFR reflects the company's: (1) strong positioning as
a global provider of engineering software solutions to the
automotive industry; (2) low churn rates with attrition close to
nil for key original equipment manufacturer (OEM) clients; (3) very
strong EBITDA margins; (4) solid liquidity profile with positive
free cash flow (FCF) generation; and (5) Moody's expectation of
solid revenue growth supported by positive market dynamics.

Counterbalancing these strengths are AutoForm's: (1) high
Moody's-adjusted leverage of 6.7x, based on expected 2021
financials, which is likely to reduce to below 6x by 2022-23; (2)
limited scale and exposure to a niche market; (3) commercial
strategy based on short term license contracts, although subject to
limited competition and allowing the company to renegotiate prices
each year; as well as (4) degree of customer concentration; and (5)
overhang from PIK debt sitting outside of the restricted group.

AutoForm benefits from its position as a global provider of
software solutions for the engineering of Sheet Metal Forming (SMF)
and Body-in-White (BiW) assembly processes in the automotive
sector. AutoForm's total addressable market is relatively small but
also largely underpenetrated due to its low level of
digitalization. However, the automotive industry's need to
accelerate lead time reduction and drive costs savings are key
elements supporting AutoForm's simulation offering at a time when
the market is shifting towards electric vehicles.

The company's sales are generated both from OEMs, representing
almost 50% of its revenue base, but also Original Equipment
Suppliers (OESs) as well as aluminum and steel producers involved
in the overall car manufacturing process. AutoForm relies almost
entirely on one year license contracts with no autorenewal clause
due to the company's willingness to keep an active engagement with
its customer base and drive constant upsell and cross-sell. Moody's
sees this commercial strategy as a potential risk, however (1)
historical churn has been low and largely concentrated in small
OESs; and (2) competition is generally limited.

Moody's forecasts the company's organic revenue growth will
accelerate to around 10% in 2022 from the mid-to-high single digit
percentages over 2021, as demand is expected to move towards
pre-pandemic levels. Recovery in 2022 will be driven by increased
penetration across customers and a general catch-up effect after
the delays noted over 2020-21 but also growth in the newly launched
assembly segment.

The rating agency estimates AutoForm's IFRS company-adjusted EBITDA
will grow towards EUR75-80 million by 2022 from around EUR70-75
million in 2021 and EUR67 million in 2020. EBITDA expansion over
2022 will be lower than revenue growth as the rating agency expects
operating leverage of the business will be negatively affected by a
normalisation in the overall cost base post pandemic, particularly
in Sales & Marketing to support increased sales and value
engagement initiatives.

Moody's expects the company's FCF to stand at around EUR20-25
million in 2021 (pro forma for the LBO) and 2022. While FCF in 2021
was impacted by a one-off tax payment in Switzerland, 2022 levels
will be reduced by one-off costs post transaction leading to EBITDA
growth being fullycrystallised only in 2023. This should translate
into a solid Moody's-adjusted FCF/debt of around 4%-6% over the
same timeframe.

The rating agency estimates Moody's-adjusted leverage at closing at
around 6.7x, based on expected 2021 financials. Under Moody's base
case assumptions, AutoForm's leverage is likely to reduce towards
close to 6x in 2022 driven by EBITDA growth.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

In terms of governance, post LBO closing AutoForm will be owned by
the private equity firm The Carlyle Group and by management.
Financial policy is likely to be aggressive as evidenced by the
high starting leverage and the reliance on PIK debt outside of the
restricted group. The presence of PIK debt could represent an
overhang for the company's cash flows should the company decide to
make payments against the notes.

LIQUIDITY

Moody's considers AutoForm's liquidity to be adequate, based on the
company's solid cash flow generation, and a EUR55 million committed
RCF, as well as an extended maturity profile. The rating agency
expects the company's cash balance to be limited at closing but to
increase over time.

The company's RCF has a springing leverage covenant (set at
11.45x), which will be tested only if the facility is drawn by more
than 40%. The rating agency estimates the headroom under the
covenant to be ample.

STRUCTURAL CONSIDERATIONS

The B2 ratings on the senior secured term loan B and the RCF are in
line with the CFR and reflect the pari-passu nature of these
instruments. The instruments are guaranteed by material
subsidiaries representing a minimum of 80% of consolidated EBITDA.
The security package will include shares, intercompany receivables
and bank accounts. Moody's considers the security package to be
weak.

RATIONALE FOR STABLE OUTLOOK

The stable rating outlook reflects Moody's view that AutoForm's
EBITDA will grow over the next 12-18 months driven by organic
revenue growth. As a result, Moody's-adjusted debt/EBITDA will
decline gradually to below 6x and Moody's-adjusted FCF/debt will
stand in the solid mid-single digit percentages. The stable outlook
also incorporates the rating agency's assumption that there will be
no material M&A or shareholder distributions.

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

The ratings are currently weakly positioned and upward rating
pressure is unlikely in the short term. A rating upgrade would
depend on a consistent and sustained improvement in the underlying
operating performance of the business together with adherence to a
conservative financial policy. Positive pressure on AutoForm's
ratings could arise if: (1) Moody's-adjusted debt/EBITDA reduces
towards 4x on a sustainable basis; (2) Moody's-adjusted FCF/debt
moves sustainably towards 10%; and (3) the company were to
strengthen its business profile through a wider exposure to the
assembly segment.

Moody's would consider a rating downgrade if AutoForm's operating
performance were to underperform against the rating agency's
current expectations such that: (1) Moody's-adjusted leverage fails
to reduce to below 6x; or (2) Moody's-adjusted FCF/debt fails to
remain in the mid-single digit percentages; or (3) liquidity
weakens.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Software
Industry published in August 2018.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: CEP V Investment 23 S.a.r.l.

Probability of Default Rating, Assigned B2-PD

LT Corporate Family Rating, Assigned B2

Senior Secured Bank Credit Facility, Assigned B2

Outlook Action:

Issuer: CEP V Investment 23 S.a.r.l.

Outlook, Assigned Stable

COMPANY PROFILE

Headquartered in Switzerland, CEP V Investment 23 S.a.r.l.
(Autoform) is a global provider of engineering software to the
automotive industry. Focusing primarily on original equipment
manufacturers (OEMs) and original equipment suppliers (OESs) as
well as well as aluminum and steel producers, the company's product
offering includes modular software solutions for the engineering of
sheet metal forming (SMF) and Body-in-White (BiW) assembly
processes in the automotive sector. Over 2020, the company
generated revenue and IFRS management-reported EBITDA of EUR103
million and EUR67 million, respectively.


GARRETT MOTION: Moody's Upgrades CFR to Ba2, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
of Garrett Motion Inc. to Ba2 from Ba3 and changed the company's
probability of default rating to Ba2-PD from Ba3-PD.  Concurrently,
Moody's affirmed the Ba2 ratings on the guaranteed senior secured
bank credit facilities of Garrett's wholly owned subsidiaries
Garrett Motion S.a r.l. and Garrett LX I S.a r.l.  The outlook on
Garrett, Garrett Motion S.a r.l.and Garrett LX I S.a r.l.'s ratings
is stable.

"The upgrade of Garrett's CFR reflects the de-leveraging stemming
from the early redemption of $411 million subordinated debt
instruments and the good operating performance with high cash
generation in 2021.", said Matthias Heck, a Moody's Vice President
-- Senior Credit Officer and Lead Analyst for Garrett.  "The stable
outlook reflects the expectation of a continued recovery in global
light vehicle sales in 2022 and continued positive FCF generation,
which will leave leverage below 3x on a sustained basis." added Mr.
Heck.

RATINGS RATIONALE

On December 17, 2021, Garrett announced the accelerated early
redemption of $211 million of its Series B preferred stock as of
December 28, 2021. In addition, Garrett plans to partially redeem
additional shares of Series B preferred stock in 1Q 2022 for a
corresponding cash payment of $200 million. The second partial
redemption depends upon the availability of sufficient liquidity.
Supported by continued positive free cash flow generation, Moody's
expects that the company will not draw on its revolving credit
facility (RCF) to maintain sufficient liquidity after the planned
$200 million redemption in 1Q 2022.

Garrett's operating performance was good in the first nine months
of 2021. In a difficult sector environment, where global light
vehicle sales declined by approximately 13%, the company's reported
net sales increased by 4%, and its company-adjusted EBITDA
increased by 12% to $134 million, implying a margin of 16%. For the
full year 2021, the company expects sales of around $3.6-3.7
billion, up around 20% versus 2020, and a company-adjusted EBITDA
of $590 -- 620 million, implying an EBITDA margin at a similar
level to Q3 2021. The company also expects to generate $280 -- 340
million company-adjusted free cash flow in 2021. On a Moody's
adjusted basis, the company's EBITA margin amounted to 13.2% in the
last twelve months to September 2021.

The debt redemptions will further de-lever Garrett. At the end of
September 2021, the company's debt (Moody's adjusted) amounted to
$2.0 billion and comprised $1.2 billion senior secured debt, $595
million Series B preferred stock, as well as debt adjustments for
securitization and pensions. This resulted in a debt / EBITDA of
3.3x for the last twelve months to September 2021. The redemption
of the $211 million in December 2021 reduced leverage to
approximately 3.0x, and the second redemption in 1Q 2022 will
reduce it further to approximately 2.7x, assuming no further
improvement in EBITDA. Considering that the company emerged from
Chapter 11 at the end of April 2021, the early redemption of debt
illustrates a further improved financial strategy & risk
management, which is reflected in the rating upgrade.

The Ba2 rating balances (i) Garrett's market leading position in
turbochargers for passenger and commercial vehicles, (ii) the
increased market penetration of turbochargers globally, which
should allow the company to outperform global light vehicle sales
in the next few years, (iii) long-standing customer relationships
with a diversified group of original equipment manufacturers
(OEMs), and (iv) relatively strong margins (13.2% Moody's adjusted
EBITA, at LTM September 2021), despite a highly competitive
industry environment.

Garrett's rating is constrained by (i) the ongoing automotive
industry trends towards battery electric vehicles, although Moody's
believe internal combustion engines will retain a significant share
of the vehicle powertrain in the current decade, (ii) a
historically strong presence in light vehicle diesel engines in
Europe, whereas vehicle demand is shifting toward gasoline engines,
(iii) the exposure to the cyclicality of the automotive industry,
and (iv) the company's leverage (3.3x Moody's adjusted debt/EBITDA
as of September 2021), which is, however, expected to improve
further.

RATIONALE FOR THE OUTLOOK

Garrett's stable rating outlook incorporates Moody's expectation
that the company's globally competitive position and strong profit
margin will drive positive FCF generation, which will support debt
reduction as the company's product mix shifts toward
gasoline-powered engines. It also reflects Moody's expectation of a
continued recovery in global light vehicle sales in 2022 and 2023.

LIQUIDITY

Moody's considers Garrett's liquidity profile as good. At the end
of September 2021, the company had $456 million cash on balance,
and the $300 million revolving credit facility (RCF) was largely
undrawn, and which was increased to $424 million in January 2022.
The RCF is subject to a springing financial covenant (tested when
at least 35% is drawn) and customary conditions to borrowing,
including a "no-MAC" representation. Garrett has sufficient
headroom to the covenant level of 4.7x gross leverage.

Moody's expect that Garrett will continue to generate positive free
cash flow over the next four quarters. The company does not have
any major short term debt maturities.

The company's cash & cash equivalents plus available RCF amount to
around $750 million as of September 2021 and are sufficient to
cover working cash (Moody's estimate 3% of revenues or around $110
million) and the proposed debt redemptions of $411 million. A
further liquidity outflow could result from the execution of the
$100 million share buyback programme.

Moody's note the company's announcement that the repayment of the
$200 million Series B preferred stock will only be executed if the
liquidity situation remains sufficient after the related cash
outflow.

STRUCTURAL CONSIDERATIONS

Garrett issued the Series B preferred stock upon completion of its
Chapter 11 financial restructuring on April 30, 2021. The Series B
preferred stock had a present value of $595 million on September
30, 2021 and will be reduced to approximately $207 million as of
March 31, 2022, following the completion of both transactions.
Moody's considers the Series B preferred stock as subordinated
financial debt, which ranks behind the other senior secured debt of
the company.

The credit quality of the secured instruments is not materially
impacted from the redemption of large parts the subordinated debt
instruments, so the Ba2 ratings are affirmed. With the upgrade, the
CFR of Ba2 is now aligned with the senior secured instrument
ratings, and the remaining relatively small amount of subordinated
debt instruments does no longer give an uplift to the senior
secured instrument ratings.

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

An upgrade to Ba1 would require a reduced exposure to products used
for internal combustion engines only, including plug-in hybrids.
Moreover, an upgrade would require Debt/EBITDA (Moody's adjusted)
improving towards 2.0x, EBITA margin (Moody's adjusted) in the low
teens in percentage terms, maintaining positive free cash flow
generation in the high teens as percentage of debt, and maintenance
of good liquidity.

Garrett's ratings could be downgraded if Debt/EBITDA (Moody's
adjusted) is sustained above 3.0x, EBITA (Moody's adjusted) margin
trending below 10%, negative free cash flow generation, or a
deterioration of liquidity.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Automotive
Suppliers published in May 2021.

COMPANY PROFILE

Garrett Motion Inc., headquartered in Rolle, Switzerland, emerged
from the spinoff of Honeywell's Transportation Systems business in
October 2018. Garrett designs, manufactures and sells highly
engineered turbocharger and electric-boosting technologies for
light and commercial vehicle OEMs and the aftermarket. The company
emerged from Chapter 11 in 2Q2021. Its shares are listed on the New
York Stock Exchange. For 2020, the company reported revenue of $3.0
billion and EBITDA of $281 million.




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

CONVIVIALITY: FRC Imposes GBP3-Mil. Fine for Audit Failings
-----------------------------------------------------------
Michael O'Dwyer at The Financial Times reports that KPMG has been
fined GBP3 million by the UK accounting regulator for audit
failings at collapsed alcohol retailer Conviviality, the second set
of sanctions against the firm in as many days.

According to the FT, the Financial Reporting Council found the Big
Four firm failed to gather enough evidence to support its work or
to apply sufficient professional scepticism during the audit of
Conviviality's accounts for the year to April 2017.

The regulator said on Jan. 19 it also failed to document audit
procedures properly or to revise its assessment of risks of
material misstatement in the accounts as fresh information emerged,
the FT relates.

Conviviality, the Aim-listed owner of Bargain Booze, entered
administration in April 2018 after a failed attempt to raise fresh
funds from investors, the FT recounts.

KPMG was also found to have breached ethical rules by failing to
document how it assessed threats to its independence as auditor
when it agreed to do non-audit work for the drinks retailer, the FT
notes.

The firm was issued a severe reprimand and ordered to report to the
watchdog on the causes of the problems and on what steps it had
taken to prevent a repeat, the FT discloses.  It is the second time
an auditor has been penalised for failings at Conviviality, the FT
states.  Grant Thornton was previously fined GBP2 million for
breaches between 2014 and 2017, the FT relays.


DERBY COUNTY FC: MPs Urge Gov't to Intervene in Rescue Effort
-------------------------------------------------------------
Amy Woodfield at BBC News reports that MPs are urging the
government to intervene to safeguard the future of the Derby County
Football Club.

The Championship side went into administration in September with
severe debts and have been deducted 21 points, BBC recounts.

According to BBC, the English Football League (EFL) has given the
club until Feb. 1 to prove it can fund the rest of the season or it
could face expulsion.

But administrators say legal cases brought against the Rams by
other clubs are delaying a takeover, BBC relates.

Derby North MP Amanda Solloway and North West Leicestershire MP
Andrew Bridgen pledged to raise the matter with the sports
minister, BBC notes.

Mr. Bridgen has also been involved in a meeting with EFL bosses,
BBC states.

Derby County's administrators Quantuma said efforts to secure a
buyer were being hampered by outstanding legal cases involving
Middlesbrough and Wycombe Wanderers, BBC relays.

Both clubs are unhappy at the impact of Derby County's financial
dealings on their own league placings in recent seasons, according
to BBC.

Quantama, as cited by BBC, said the three current interested
parties were not willing to put their money into the club until
there was clarity over whether compensation would need to be paid.

The administrators have said they may seek a legal ruling if the
EFL does not step back from its current position of the cases being
regarded as football debts that would need to be paid back in full,
according to BBC.

A petition calling for the government to intervene in the situation
has been signed by more than 41,000 people, BBC discloses.

                About Derby County Football Club

Founded in 1884, Derby County Football Club is a professional
association football club based in Derby, Derbyshire, England.  The
club competes in the English Football League Championship (EFL, the
'Championship'), the second tier of English football.  The team
gets its nickname, "The Rams", to show tribute to its links with
the First Regiment of Derby Militia, which took a ram as its
mascot. Mel Morris is the owner while Wayne Rooney is the manager
of the club.  

On Sept. 22, 2021, the club went into administration.  The EFL
sanctioned a 12-point deduction on the club, putting the team at
the bottom of the Championship.  Andrew Hosking, Carl Jackson and
Andrew Andronikou, managing directors at business advisory firm
Quantuma, had been appointed joint administrators to the club.


INSTANT CASH: Faces Liquidation, Customers Urged to Submit Claims
-----------------------------------------------------------------
Catherine Furze at ChronicleLive reports that customers who fell
victim to unaffordable payday loans are urged to submit claims to
ensure they get some cash back before their lender goes into
administration.

According to ChronicleLive, cash compensation payments are being
sent to thousands of customers who took out loans with Money Shop,
Payday Express and Payday UK customers.

But watch your bank account, because if you don't get your payout
by Jan. 20, you'll be too late, ChronicleLive states.

After that date, the parent company Instant Cash Loans (ICL) will
go into liquidation and you won't be able to get the cash, so you
must inform ICL if you have not received your payout, ChronicleLive
notes.

Borrowers have also been warned that if they did not submit a claim
last year, they have left it too late now to start, ChronicleLive
discloses.

If your claim was accepted last year, the amount you will get this
time will be much smaller than the first payout, which arrived in
May or June, according to ChronicleLive.

And borrowers will receive much less compensation cash than the
amount they were lent, as the GBP18 million made available by the
three lenders' parent company Instant Cash Loans (ICL) must be
shared out by almost two million affected customers, ChronicleLive
states.

ICL has agreed to pay out just 4.31p for every GBP1 borrowed in the
first payment and 0.65p for every GBP1 borrowed via the second cash
sum, ChronicleLive notes.

ICL stopped offering out new loans to borrowers in August 2018 and
announced a compensation scheme for customers who were mis-sold
loans before October 2019, ChronicleLive recounts.


STRATTON BTL 2022-1: Moody's Assigns (P)B1 Rating to Cl. X2 Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned provisional ratings to Notes
to be issued by Stratton BTL Mortgage Funding 2022-1 plc:

GBP[] Class A Mortgage Backed Floating Rate Notes due [January
2054], Assigned (P)Aaa (sf)

GBP[] Class B Mortgage Backed Floating Rate Notes due [January
2054], Assigned (P)Aa1 (sf)

GBP[] Class C Mortgage Backed Floating Rate Notes due [January
2054], Assigned (P)Aa2 (sf)

GBP[] Class D Mortgage Backed Floating Rate Notes due [January
2054], Assigned (P)A3 (sf)

GBP[] Class X1 Floating Rate Notes due [January 2054], Assigned
(P)Ba3 (sf)

GBP[] Class X2 Floating Rate Notes due [January 2054], Assigned
(P)B1 (sf)

RATINGS RATIONALE

The Notes are backed by a static pool of UK buy-to-let ("BTL")
mortgage loans originated by Landbay Partners Limited ("Landbay",
NR).

The portfolio of assets amount to approximately GBP 449.5 million
as of Nov 30, 2021 pool cutoff date. There are two reserve funds, a
liquidity reserve fund and a general reserve fund. The amortising
liquidity reserve fund is sized at 1.0% of Class A and B Notes'
outstanding principal balance, whilst the amortising general
reserve fund is sized at 1.0% of Class A to Class D Notes'
outstanding principal balance, less any amounts in the liquidity
reserve fund. The total credit enhancement for the Class A Notes
including reserves and subordination will be 14.0%.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

Moody's determined the portfolio lifetime expected loss of 1.4% and
Aaa MILAN credit enhancement ("MILAN CE") of 13.0% related to
borrower receivables. The expected loss capture Moody's
expectations of performance considering the current economic
outlook, while the MILAN CE captures the loss Moody's expect the
portfolio to suffer in the event of a severe recession scenario.
Expected defaults and MILAN CE are parameters used by Moody's to
calibrate its lognormal portfolio loss distribution curve and to
associate a probability with each potential future loss scenario in
the ABSROM cash flow model to rate RMBS.

Portfolio expected loss of 1.4%: This is broadly in line with the
UK BTL RMBS sector and is based on Moody's assessment of the
lifetime loss expectation for the pool taking into account: (i) the
good collateral performance of Landbay originated loans to date, as
provided by the originator and observed in previously securitised
portfolios; (ii) the current macroeconomic environment in the UK
and the impact of future interest rate rises on the performance of
the mortgage loans; (iii) the historical data does not cover a full
economic cycle (since 2014); and (iv) benchmarking with comparable
transactions in the UK market.

MILAN CE of 13.0%: This is in line with the other UK BTL RMBS
transactions and follows Moody's assessment of the loan-by-loan
information taking into account the following key drivers: (i) the
WA current LTV for the pool of 73.8%, which is in line with
comparable transactions; (ii) top 20 borrowers constituting 8.9% of
the pool; (iii) the fact that 100% of the pool are interest-only
loans; (iv) the share of self-employed borrowers of 78.2%, and
legal entities of 66.8%; (v) the presence of 30.2% of HMO (Houses
in Multiple Occupation) and MUB (Multi-Unit Blocks) loans in the
pool; and (vi) benchmarking with similar UK buy-to-let
transactions.

At closing, the transaction benefits from two amortising reserve
funds, a liquidity reserve fund and a general reserve fund. The
liquidity reserve fund will cover fees and interest on Class A and
Class B Notes (in respect of the latter, if it is the most senior
Class outstanding and otherwise subject to a PDL condition). The
general reserve fund will provide liquidity for Class A to Class D
Notes (in respect of the Classes B to D Notes, if it is the most
senior Class outstanding and otherwise subject to a PDL condition)
and ultimately credit enhancement for Class A to Class D Notes.
Both reserve funds will stop amortising if the collateralised Notes
are not redeemed on the optional redemption date or if cumulative
defaults of the mortgage loans exceed 5%.

Operational Risk Analysis: Landbay is the servicer in the
transaction whilst Citibank N.A., London Branch, is acting as the
cash manager. In order to mitigate the operational risk, CSC
Capital Markets UK Limited (NR) acts as back-up servicer
facilitator. To ensure payment continuity over the transaction's
lifetime, the transaction documentation incorporates estimation
language whereby the cash manager can use the three most recent
servicer reports available to determine the cash allocation in case
no servicer report is available. The transaction also benefits from
approx. 2 quarters of liquidity for Class A based on Moody's
calculations and the availability of the reserve funds since
closing. There is principal to pay interest as an additional source
of liquidity for Classes A to D Notes (in respect of the Class B
Notes, if it is the most senior Class outstanding and otherwise
subject to a PDL condition, and in respect of the Class C and Class
D Notes, if it is the most senior Class outstanding).

Interest Rate Risk Analysis: 89.1% of the loans in the pool are
fixed rate loans with the remaining portion linked to BBR. The
Notes are floating rate securities with reference to daily SONIA.
To mitigate the fixed-floating mismatch between fixed-rate assets
and floating liabilities, there is a scheduled notional
fixed-floating interest rate swap provided by BNP Paribas
(Aa3(cr)/P-1(cr)).

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
December 2020.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

FACTORS THAT WOULD LEAD AN UPGRADE OR DOWNGRADE OF THE RATINGS:

Significantly different actual losses compared with Moody's
expectations at close due to either a change in economic conditions
from Moody's central scenario forecast or idiosyncratic performance
factors would lead to rating actions. For instance, should economic
conditions be worse than forecast, the higher defaults and loss
severities resulting from a greater unemployment, worsening
household affordability and a weaker housing market could result in
a downgrade of the ratings. Deleveraging of the capital structure
or conversely a deterioration in the Notes available credit
enhancement could result in an upgrade or a downgrade of the
ratings, respectively.


TOGETHER ENERGY: Becomes 27th UK Supplier to Go Bust
----------------------------------------------------
Tom Wilson and Nathalie Thomas at The Financial Times report that
Together Energy Retail, a retail energy company backed by a town
council in northern England, has become the 27th UK supplier to go
bust in six months as a result of a supply crunch that has pushed
wholesale gas prices to record levels.

British regulator Ofgem said in a statement that Together Energy,
which is backed by Warrington council and supplied about 176,000
domestic customers, ceased trading on Jan. 18, the FT relates.

As with other failed suppliers, Together's clients are protected by
Ofgem's safety net scheme, which will transfer the customers to an
alternative provider via an auction process, the FT states.  The
regulator said the safety net should ensure that energy supply
continues and that customers' account balances are protected, the
FT notes.

Taxpayers in the northern town of Warrington could face a financial
hit of up to GBP52 million, the FT discloses.  The council bought a
50% stake in Together, which was founded in 2016 in Clydebank,
Scotland, for GBP18 million in September 2019, the FT recounts.

It subsequently arranged a revolving credit facility for Together
worth GBP20 million and provided a GBP14 million guarantee to
Orsted, a wholesale energy supplier to the company, the FT relays.

In 2019, when Warrington council made its investment, Together made
an GBP11.4 million loss and had net liabilities of more than GBP19
million, the FT discloses.

According to the FT, in the company's accounts for the previous
financial year ending in August 2018, auditors warned that a
"material uncertainty" existed that cast doubt on Together's
ability to continue operating unless it was able to obtain
additional funding.


UTMOST GROUP: Fitch Rates Proposed Subordinated Tier 1 Notes 'BB'
-----------------------------------------------------------------
Fitch Ratings has assigned Utmost Group plc's (Utmost; Issuer
Default Rating (IDR) BBB+/Stable) proposed issue of perpetual
subordinated restricted tier 1 (RT1) convertible notes a 'BB'
rating.

The proposed notes are rated four notches below Utmost's IDR, made
up of two notches for poor recovery and two notches for moderate
non-performance risk. The proceeds will be used by Utmost for its
general corporate purposes, including the repayment of all existing
external bank debt of the group.

KEY RATING DRIVERS

The proposed notes will have a fixed coupon, which will be reset on
the first reset date and on each fifth anniversary of the first
reset date.

The notes will rank ahead of ordinary shares in the event of the
group winding-up, but behind senior creditors, defined as including
Solvency II Tier 2 subordinated debt. The level of subordination
results in Fitch's baseline recovery assumption of 'poor'. Fitch
therefore notches down the notes twice from the IDR.

The notes will include a mandatory interest-cancellation feature,
which will be triggered if any solvency capital requirement
applicable to the issuer is not met, or if the regulator has
notified the issuer that payments under the notes have to be
cancelled.

The issuer will also have full discretion to cancel interest
payments at any time at its discretion. Fitch therefore assesses
the risk of non-performance as 'moderate' and Fitch notches down
the notes twice from the IDR to reflect this fully flexible
interest-cancellation feature. This assessment leads to one extra
notch compared with Fitch's treatment of standard Solvency II Tier
2 instruments to reflect the higher non-performance risk arising
from the fully flexible interest cancellation.

The principal amount outstanding of the proposed notes will be
converted into ordinary shares if a trigger event occurs, which is
defined as the amount of own funds eligible to cover the solvency
capital requirement (SCR) being equal or less than 75% of the SCR;
or the amount of own funds eligible to cover the minimum capital
requirement (MCR) being equal or less than the MCR; or a breach of
the SCR has occurred and compliance is not re-established within
three months of the breach. The conversion feature does not affect
Fitch's rating notching.

Fitch expects the notes to qualify for 100% regulatory capital
recognition under Solvency II and to receive 100% equity credit in
Fitch's Prism Factor-Based Model. Given that the proposed notes are
non-cumulative perpetual instruments with no step-ups, Fitch will
treat them as equity in Fitch's financial debt leverage
calculation. However, the notes will be treated as 100% debt in
Fitch's total financing and commitments ratio, in common with any
other debt instrument.

Impact on Utmost's financial leverage ratio (FLR) is positive, due
the 100% equity treatment of the issue. Fitch expects Utmost's
fixed-charge coverage (FCC) to remain commensurate with ratings as
the interest cost increase is partially offset by operating profit
growth.

ESG CONSIDERATIONS

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

RATING SENSITIVITIES

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

-- A group-level net income return on equity (ROE) of 9% on a
    sustained basis while maintaining an 'Extremely Strong' Prism
    FBM score and FLR of 25% or less.

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

-- Significant negative developments related to the integration
    of acquired businesses, resulting in a material financial
    impact;

-- The group's S2 ratio declining to 130% or FLR exceeding 30%;

-- A weakened company profile manifested in a significant
    reduction in assets under management.


VOYAGE BIDCO: S&P Rates GBP250MM Senior Secured Notes 'B+'
----------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue rating to the new GBP250
million senior secured notes issued by Voyage BidCo Ltd.'s
subsidiary, Voyage Care BondCo PLC.  S&P also assigned its 'BB'
issue rating to the new  GBP50 million revolving credit facility
(RCF) issued by another of Voyage BidCo's subsidiaries, Voyage Care
Ltd. The recovery rating on the new senior secured notes is '2',
reflecting its expectation of meaningful recovery prospects
(70%-90%; rounded estimate: 75%) in the event of payment default.
The recovery rating on the new RCF is '1+', reflecting its
expectation of full recovery (100%) in the event of payment
default.

The company will use the proceeds from the new GBP250 million
secured notes to repay the  GBP215 million senior secured notes
maturing in 2023 and the  GBP35 million second-lien notes maturing
in 2023.

S&P said, "We assume in our recovery calculations that the  GBP50
million RCF is drawn at 85%. We use the discrete asset valuation
approach in our recovery analysis and our estimate of the company's
gross enterprise value at emergence has slightly increased,
reflecting slightly higher asset valuation." The increase in the
gross enterprise value is offset by the increase in senior secured
debt. As a result, recovery prospects for the senior secured notes
are slightly lower, at 75%, versus 85% previously.

Voyage Bidco Ltd. was acquired by Wren House Infrastructure
Management Ltd., a global asset manager based in London that has
total assets under management of about US$10 billion, from Partners
Group Holding AG and Duke Street Capital. The acquisition took
place on Jan. 14, leaving Wren House owning 100% of Voyage.

Wren House was established in 2013 by the Kuwait Investment
Authority, Kuwait's Sovereign Wealth Fund, and its mandate is to
invest globally in all infrastructure subsectors. Voyage Bidco is
Wren House's second investment in the social infrastructure sector.
In December 2021, it acquired a majority stake in Almaviva,
alongside other investors.

S&P said, "We do not anticipate material changes in Voyage Bidco's
management strategy following the acquisition and our base-case
scenario assumptions for the company's performance remain broadly
in line with our previous publication ("Voyage BidCo Ltd.,"
published Aug. 6, 2021).

"In our view, Voyage BidCo's credit quality remains well placed in
the 'B' category. The company has a leading position in registered
care services and a good position in community-based care for
adults with learning disabilities in the U.K. Its operating
performance over the past two years has been robust, despite the
pandemic."

In the first half of the financial year ending March 2022 (H1
FY2022), Voyage posted solid results, with revenue increasing by
about 8% compared with H1 FY2021. Its community-based care revenue
grew because of tender wins and framework call-offs, as well as a
recovery in operating hours as temporary pandemic-related
restrictions were eased. Registered care revenue increases were
driven by fee increases of about 2%, including fee rotation.

Staff costs grew by about 4%, partly due to the increase in the
U.K. national living wage, although the 2.2% increase in FY2022 was
materially lower than the 6.2% seen in FY2021. Overall, reported
adjusted EBITDA of about  GBP23.6 million in H1 FY2022 was about
13% higher than in H1 FY2021.



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

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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