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       T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Thursday, April 14, 2022, Vol. 23, No. 69

                           Headlines



A R M E N I A

AMERIABANK CJSC: S&P Alters Outlook to Stable, Affirms 'B+/B' ICRs


C R O A T I A

AGROKOR: Fortenova Opts to Delist Mercator Shares


C Y P R U S

RCB BANK: Moody's Withdraws 'B1' Long Term Deposit Ratings


F R A N C E

EUROPCAR MOBILITY: S&P Ups ICR to 'B-', On CreditWatch Positive


G E R M A N Y

DIOK REAL ESTATE: S&P Affirms 'B-' ICR, Outlook Negative


I R E L A N D

HARVEST CLO XXVIII: Fitch Gives Final B- Rating to Class F Tranche
JAZZ PHARMACEUTICALS: Moody's Affirms Ba3 CFR, Outlook Now Stable
PRIMROSE 2022-1: Fitch Gives Final CCC Rating to Class G Tranche
PRIMROSE 2022-1: S&P Assigns B- (sf) Rating to Class G Notes


L U X E M B O U R G

NATURA &CO LUXEMBOURG: Fitch Rates Proposed Sr. Unsec. Notes 'BB'
NATURA &CO LUXEMBOURG: S&P Puts 'BB' Rating to New Sr. Unsec. Notes


S L O V E N I A

MERKUR: Alfi PE Completes Acquisition of Retail Unit


S P A I N

PROMOTORA DE INFORMACIONES: S&P Ups ICR to 'CCC+', Outlook Pos.


T U R K E Y

KOC HOLDING: S&P Lowers ICR to 'B+', Outlook Negative


U N I T E D   K I N G D O M

15:17: Goes Into Liquidation, Shuts Down Cardiff Store
COTTAGE NURSING: Put Up for Sale Following Administration
CYCLONE: Owed More Than GBP1.4MM to Creditors at Time of Collapse
KLS CATERING: Goes Into Liquidation, Halts Trading
LIBERTY STEEL: Court Rejects Liege Unit's Restructuring Plans

LIBERTY STEEL: To Axe Up to 162 Jobs at Stocksbridge Plant
MORRISONS: S&P Assigns Preliminary 'B+' ICR, Outlook Stable
PETROPAVLOVSK PLC: S&P Cuts ICR to 'SD' on Missed Interest Payment
TRILEY MIDCO 2: Fitch Gives FirstTime 'B(EXP)' IDR, Outlook Pos.

                           - - - - -


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A R M E N I A
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AMERIABANK CJSC: S&P Alters Outlook to Stable, Affirms 'B+/B' ICRs
------------------------------------------------------------------
S&P Global Ratings revised its Ameriabank CJSC rating outlook to
stable from positive and affirmed its 'B+/B' long- and short-term
issuer credit ratings on the bank.

S&P said, "The revision of our Ameriabank rating outlook to stable
from positive follows the same action on Armenia. The rating on
Ameriabank is constrained by our long-term foreign currency rating
on Armenia (B+/Stable/B). Therefore, the 'B+' long-term rating on
Ameriabank is one notch lower than our 'bb-' stand-alone credit
profile (SACP) assessment. We do not rate Armenian banks above the
sovereign because their exposures are predominantly in Armenia,
with strong links to the domestic economy from a business, funding,
and lending point of view.

"We expect real GDP growth in Armenia to slow to 1.3% in 2022. In
our view, sanctions imposed on Russia after its invasion of Ukraine
will cause a deep recession. This will have knock-on effects for
Armenia, given Russia is its largest trading partner, accounting
for about 25-35% of exports and imports. Weaker economic growth
will hamper Armenia's fiscal trajectory because the government will
need to use its fiscal buffers to support the economy, while
missing the 7% growth target underpinning its budget. Higher import
prices, especially for food, will widen the current account
deficit. Meanwhile, price increases for other commodities such as
copper, a key Armenian export, will not be sufficient to offset the
terms-of-trade shock. Higher import prices will also lead to higher
inflation, pressuring the Central Bank of Armenia to potentially
raise interest rates further following its 125-basis-point hike on
March 15, 2022.

"We expect the Armenian banking sector experience low growth
prospects for lending and profitability in 2022 and a moderate
deterioration of asset quality. Following a few years of
double-digit growth, loans in the banking sector contracted about
5% in 2021. We expect loan growth to resume only in 2023 due to the
uncertain geopolitical and economic environment in Armenia this
year. We also forecast some moderate growth in nonperforming loans
(NPLs) in 2022-2023 from 3.9% as of Feb. 1, 2022, due to volatility
in dram exchange rates and an expected reduction in remittances."
The Armenian banking sector's exposure to Russia and Ukraine is
relatively small with only one midsize subsidiary of sanctioned
Russian group VTB Bank active in the country.

The ratings reflect Ameriabank's leading market position in Armenia
and prudent risk management. Ameriabank's strong domestic brand,
professional management team, advanced digitalization strategy,
wealthy and supportive controlling shareholder, and adequate
corporate governance, backed by minority shareholders--including
the European Bank for Reconstruction and Development and Asia
Development Bank--support its business position in the small
Armenian banking sector. S&P believes that the bank's conservative
and well-developed risk-management practices and sound business
strategy will enable it to sustain asset quality at adequate levels
in 2022.

S&P said, "The stable outlook reflects our expectation that
Ameriabank's sufficient liquidity, prudent risk management, and
strong local brand will support its creditworthiness amid a low
growth environment in Armenia over the next 12 months.

"A positive rating action could follow over the next 12 months if
economic growth recovers faster than expected in 2022 and
accelerates over the medium term or Armenia's external debt reduces
faster than we forecast. This should translate in better growth and
profitability prospects in the Armenian banking sector, supporting
further profitability and the growth of Ameriabank's business."

Conversely, a negative rating action could follow over the next 12
months if economic growth continues to weaken, with the country
potentially falling into recession and requiring larger fiscal
support than we currently anticipate, or if the external
deleveraging trend reverses, potentially increasing risks for the
Armenian banking system.

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




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C R O A T I A
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AGROKOR: Fortenova Opts to Delist Mercator Shares
-------------------------------------------------
Radomir Ralev at SeeNews reports that Croatia's Fortenova decided
to withdraw all the shares of its fully-owned Slovenian subsidiary
Mercator from trading on the regulated securities market, Mercator
said.

Fortenova, the successor to the collapsed food-to-retail concern
Agrokor, approved the delisting of all 6,257,610 ordinary no-par
value Mercator shares with the MELR ticker from the Ljubljana Stock
Exchange, Mercator said in a filing with the Ljubljana bourse on
April 12, SeeNews relates.

According to SeeNews, the retailer said the delisting was approved
at an extraordinary shareholders meeting held by Mercator on April
12.

On the day of the meeting, Mercator held 42,192 own shares without
voting rights, SeeNews discloses.

Fortenova became the sole owner of Mercator after squeezing out
minority shareholders in a EUR22.4 million (US$25 million) deal on
April 4, SeeNews notes.

Mercator was part of the Agrokor group from 2014 until April 2019,
when all Agrokor assets except Mercator were transferred to
Fortenova under a settlement agreement with Agrokor's creditors,
SeeNews recounts.  Agrokor, which used to employ some 60,000 people
in the region, has been undergoing restructuring led by a
court-appointed crisis manager under Croatia's special law on
companies of systemic importance passed in April 2017 with the aim
of shielding the country's economy from big corporate bankruptcies,
SeeNews discloses.




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C Y P R U S
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RCB BANK: Moody's Withdraws 'B1' Long Term Deposit Ratings
----------------------------------------------------------
Moody's Investors Service has withdrawn the following ratings of
RCB Bank Ltd.:

Long-term Bank Deposit Ratings of B1

Short-term Bank Deposit Ratings of Not Prime

Long-term Counterparty Risk Ratings of B1

Short-term Counterparty Risk Ratings of Not Prime

Long-term Counterparty Risk Assessment of B1(cr)

Short-term Counterparty Risk Assessment of Not Prime(cr)

Baseline Credit Assessment of caa2

Adjusted Baseline Credit Assessment of caa2

At the time of the withdrawal, the bank's long-term deposit ratings
carried a negative outlook and the bank's issuer outlook was also
negative.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.



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F R A N C E
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EUROPCAR MOBILITY: S&P Ups ICR to 'B-', On CreditWatch Positive
---------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit ratings on
Europcar Mobility Group (Europcar) and Europcar international SASU
to 'B-' from 'CCC+', as well as its issue and recovery ratings on
the EUR500 million fleet bond to 'B' from 'CCC+' and '2' from '3'
respectively, on improved recovery prospects.

S&P said, "We expect to resolve the CreditWatch placement once the
potential acquisition by Volkswagen (VW)-led consortium Green
Mobility Holdings (GMH) closes and we assess Europcar's strategic
importance to VW, as well as the group's likely ability, capacity,
and willingness to support Europcar in future instances of
unforeseen distress.

"Europcar reported sound operating performance recovery in 2021 and
we expect this will continue in 2022 on strong market demand
momentum."

Despite a slow start in 2021 due to continued COVID-19
restrictions, Europcar demonstrated sound recovery momentum from
the second quarter. Revenue benefitted from strong demand recovery,
particularly in the leisure segment, while fleet supply was limited
by the semiconductor shortage. As a result, utilization rates and
pricing were high, directly benefitting profitability. Revenue
increased 28% compared with 2020 to EUR2,272 million but remained
25% below 2019 levels of EUR3,022 million. Corporate EBITDA also
reached EUR283.6 million in 2021 compared with negative EUR171.9
million in 2020, and EUR388.9 million in 2019. S&P said,
"Therefore, Europcar outperformed our base-case assumptions in 2021
and we expect operating performance will continue to gradually
recover in 2022 as demand for car rentals remains strong. We
forecast revenue will increase to EUR2.6 billion-EUR2.7 billion and
corporate EBITDA (post International Financial Reporting Standard
[IFRS] 16) to EUR330 million-EUR340 million this year."

Europcar's corporate liquidity has improved, supporting the
sustainability of the capital structure. In 2021, the group
reported corporate free operating cash flow of EUR64 million
(management; non-IFRS measure) and total cash burn of negative
EUR147 million, compared with negative EUR477 million and negative
EUR546 million respectively in 2020. S&P said, "Total cash burn is
a figure that includes corporate free cash flow as well as the cash
timing impact relating to the fleet, and we use it to monitor
effects on liquidity and performance. Europcar had EUR302 million
in corporate cash on the balance sheet (including about EUR130
million held in countries) and EUR110 million undrawn on its
corporate revolving credit facility (RCF) at year-end 2021. We
anticipate corporate cash flow will remain positive and total cash
burn limited in the short to medium term. As such, we think the
group's liquidity position will continue to strengthen, improving
the sustainability of the corporate capital structure, which
comprised EUR839 million of gross corporate debt at year-end 2021
(including a EUR60 million term loan B [TLB], EUR500 million RCF,
and EUR279 million of state guaranteed loans). We note the EUR500
million corporate TLB and EUR170 million corporate RCF are maturing
in June 2023, but we expect the group will successfully refinance
these instruments in the coming quarters. In particular, the
corporate debt contains change-of-control provisions that may
result in the need for refinancing if the proposed takeover by
Volkswagen-led consortium GMH is completed."

S&P said, "However, the operating environment remains challenging
and we see limited rating headroom to absorb any recovery delays.
We think Europcar is still exposed to some macroeconomic risks,
notably associated with geopolitical conflict or continued new
variants of COVID-19, which could delay the global recovery. More
broadly, we consider the leisure segment exposed to discretionary
consumer spending and purchasing power over the medium term, in
what is currently an elevated inflationary environment in many
jurisdictions. Elevated pricing dynamics are also likely in part
due to new vehicle shortages and a rationalization of competitors'
fleets over the past two years. At present we understand the group
is not experiencing any material hit from this situation, with the
recovery in leisure travel the more dominant factor for now. We
also expect inflationary pressure on car prices, due to the lasting
semiconductor shortage, and the overall cost base could negatively
affect margins. Although improving, we believe Europcar's business
performance remains fragile and it would be challenging for the
group to absorb any recovery delays.

"We will review our ratings on Europcar after the VW transaction
completes. The tender offer for the acquisition of the group by GMH
is taking longer than anticipated but our base case remains that
the transaction will close before June 30, 2022. Once finalized, we
will assess Europcar's strategic importance to its parent and
parent shareholders. It is unclear at this stage what Europcar's
final ownership will be under the consortium. Should GMH build a
90% stake, it can enforce a mandatory squeeze out of the 10%
minority holders to enter a full control position. Alternatively,
GMH may take a majority control position due to a less than 90%
acceptance rate, which would dilute VW's look-through ownership. We
intend to assess any effect on the rating once the transaction is
completed. This would include being able to assess any change in
the capital structure and once we have discussed financial policy,
strategy, and financing intentions with the new owner consortium.

"We intend to analyze the full strategic rationale of GMH's
Europcar acquisition. We understand mobility services is intended
to form a key pillar of VW's New Auto strategy and more broadly the
group's 2030 strategic plan. We expect Europcar, under GMH's
ownership, will be a contributor to VW's strategy, but need to
clarify the relationship and level of support VW would provide to
Europcar under benign and stressed financial conditions. Following
receipt and analysis of further information, we intend to assess
the materiality and strategic importance of Europcar to VW as well
as the ability, capacity, and willingness of VW to support Europcar
under the proposed structure. In our view, potential group support
from VW would likely benefit Europcar's creditworthiness. Post
completion we would also assess any material changes to Europcar's
strategy and/or capital structure. Moreover, we have not had access
to or reviewed material documentation regarding the proposed GMH
consortium including structure, financing, or governance, as well
as shareholder agreements that could be material to any
assessment.

"In our view, underlying performance improvement remains critical
to support our Europcar rating. Notwithstanding our intention to
assess the potential for parental support post transaction close,
we believe that Europcar's underlying performance and
sustainability will likely be a core rating spur in the medium
term." S&P considers the following some of the key factors for the
rating:

-- An appropriate weighted-average maturity profile, including
management of debt tenors and ability to refinance existing and
near-term debt on suitable terms;

-- A continuing track record of increasing core demand for
products and services, evidenced in large part by increasing
revenue toward pre-pandemic levels;

-- Evidence of operational efficiency, shown through margin
performance, a decrease in exceptional costs and, in part, pricing
and utilization;

-- Consistent corporate free cash flow, demonstrating the
sustainability of the franchise and the ability to generate
residual cash flow, adding to financial flexibility; and

-- Neutral or better total cash burn, which preserves liquidity,
providing a cushion for unexpected shocks that we believe are
inevitable in the sector.

The CreditWatch positive reflects an approximate one-in-two
probability of an upgrade after successful financial close of the
acquisition of Europcar by GMH. Although S&P is yet to thoroughly
analyze the strategic rationale, structure, and governance of the
potential new parents, the CreditWatch represents the possibility
that we could attribute support from the parent, including VW in
particular.

S&P said, "We expect to resolve the CreditWatch placement within
the next three-to-six months following completion of the proposed
transaction. We expect the ratings impact resulting from GMH's
acquisition of Europcar will become clear in the coming months,
following receipt and analysis of more comprehensive information on
the proposed transaction, as well as once we have a clearer picture
of Europcar's strategic importance to VW."

S&P could resolve the CreditWatch placement and upgrade Europcar,
most likely by one notch, if:

-- The transaction successfully closes, giving a substantial
control position--including ability to control governance,
strategy, and cash flows--to the consortium's joint holding
company, GMH; and

-- S&P assesses that Europcar is at least moderately strategic to
VW, and that the group is likely to support Europcar under some
foreseeable circumstances, regardless of the actions or interests
of the other owners; or

-- Europcar's capital structure, financial policy, and strategy
under the new ownership result in stronger creditworthiness.

S&P could remove the ratings from CreditWatch and affirm the 'B-'
ratings on Europcar if:

-- The proposed acquisition does not successfully close; or

-- S&P assesses that VW is unlikely to support Europcar in some
foreseeable circumstances, or that Europcar is of limited strategic
importance to WV.

Prior to transaction close, S&P will continue to evaluate new
information regarding Europcar's operating and financial
performance, recovery from the pandemic, and liquidity, including
the refinancing of upcoming corporate debt maturities.

ESG credit indicators: E-2, S-4, G-3

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

-- Health and safety




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G E R M A N Y
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DIOK REAL ESTATE: S&P Affirms 'B-' ICR, Outlook Negative
--------------------------------------------------------
S&P Global Ratings removed the ratings on Germany-based
office-property owner Diok Real Estate AG (Diok) from CreditWatch
where they were placed with negative implications on Jan. 14, 2022.
At the same time, S&P affirmed its issuer credit rating on Diok at
'B-' and its issue credit rating on its senior unsecured bond at
'CCC+'.

S&P said, "The negative outlook indicates that we could lower the
ratings in the next six to 12 months if the company fails to
increase its cash flow, its capital structure becomes less
sustainable with shrinking liquidity headroom, or if 2023
maturities are not addressed in a timely manner.

"Diok has successfully refinanced upcoming short-term debt
maturities, removing an immediate liquidity shortage. We understand
that Diok's upcoming debt maturity of EUR11 million, related to a
secured mortgage loan from a German Volksbank and due April 30, has
been successfully refinanced. Diok's next debt maturity of EUR4.5
million is due December 2022. Although the refinancing mitigates a
short-term liquidity shortage, we see large liquidity needs over
the medium term, with about EUR80 million coming due in 2023,
including Diok's senior unsecured bond with an outstanding amount
of EUR43.6 million as of year-end 2021. In our view, the company's
liquidity could come under pressure again if Diok is not able to
tackle its 2023 maturities well ahead of the due date. As of Dec.
31, 2021, Diok's cash balance was only EUR3.7 million. Liquidity
remains constrained because of delayed portfolio growth and
operational improvement measures, which have limited our cash flow
expectations for the next 12 months. The company's highly leveraged
capital structure and market uncertainties could pose risks to its
ability to raise new funding, particularly in the event of a market
downturn, which would likely weigh on its financial sustainability.
That said, we think Diok's ongoing debt amortization on its secured
funding should lead to a gradual debt reduction over time. In
addition, Diok's financial covenant headroom remains adequate, at
more than 10%, and we expect it will maintain sufficient headroom.

"Diok's capital structure remains highly leveraged, with EBITDA
interest coverage not approaching 1x before year-end 2022. Diok's
adjusted interest coverage stood at about 0.8x as of Dec. 31, 2021,
which is weaker than our previous assumption of about 1x. This is
mainly because of a limited earnings increase stemming from delayed
portfolio growth, as well as re-lettings to fill vacant premises.
We understand that Diok's access to debt capital markets was
restricted over the past two years amid the COVID-19 pandemic, and
the company therefore postponed its growth strategy. We expect Diok
will continue expanding its cash flow base and portfolio throughout
2022, but we believe that the company's limited cash flow base, in
combination with high debt-servicing needs, may weigh on its
capital structure and liquidity headroom. We forecast that the
company will approach EBITDA interest coverage of 1x by year-end
2022, given resumed acquisitions in line with its strategy. That
said, we anticipate Diok's debt to debt plus equity will remain
high at about 80%. The company foresees an equity buildup in the
next few years, based mainly on revaluation gains on properties
purchased, in line with its strategy of buying properties at a
10%-15% discount, while funding acquisitions solely with debt. We
believe that Diok's highly leveraged capital structure and market
uncertainties could risk its ability to raise new funding,
particularly during a market downturn, which could weigh on its
financial sustainability. In addition, we see a risk that
valuations for office properties in secondary locations may not
benefit from positive valuation developments and demand could
become more subdued compared with prime locations. This could
further delay Diok's deleveraging efforts on its reported
loan-to-value target.

"Diok's operational performance did not recover in 2021, with
occupancy still below expectations. Diok's portfolio size has
remained almost unchanged, at about EUR207 million, over the past
two years, following COVID-19-related delays to its growth strategy
and postponed acquisitions. That said, we understand that the
company has a predefined pipeline of acquisitions that it plans to
tap. We view the company's resilient tenant structure, which did
not suffer materially from the pandemic, as credit positive. So
far, Diok's expected occupancy improvement has yet to materialize,
and occupancy stands at about 81.6%, which is well below its peers
in the German office market. However, we understand that Diok has
made good progress in signing new leasing contracts to fill the
vacant space. Therefore, we expect like-for-like occupancy rates to
increase to about 90% in the short-to-medium term. We understand
that the company's like-for-like rental income growth was 2.1% and
like-for-like revaluation gains at 2.09% for 2021. The majority of
Diok's rental agreements are linked to inflation, which could
benefit the company's cash-flow generation amid the current
increasing inflation.

"The negative outlook reflects our view that we could lower the
ratings on Diok in the next six to 12 months if the company's
capital structure becomes increasingly unsustainable, with
shrinking liquidity headroom.

"We would lower the rating if the company failed to address its
debt maturities with sufficient liquidity well ahead of the
upcoming debt maturities (at least 12 months).

"We would also take a negative view if Diok were unable to reach an
EBITDA interest coverage of 1x over the next six to 12 months. This
could happen, for example, if the company is unable to fill recent
vacated properties in a timely manner or enlarge its absolute cash
flow on the back of its growth strategy."

S&P could revise the outlook to stable if Diok executes on its
strategy to expand its portfolio and absolute cash flow base, such
that:

-- Its existing asset portfolio stabilizes with reduced vacancy
due to new leasing activity;

-- EBITDA interest coverage ratio reaches 1x or more in the next
six to 12 months; and

-- Liquidity does not deteriorate further.

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




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I R E L A N D
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HARVEST CLO XXVIII: Fitch Gives Final B- Rating to Class F Tranche
------------------------------------------------------------------
Fitch Ratings has assigned Harvest CLO XXVIII DAC's final ratings.

    DEBT                          RATING           PRIOR
    ----                          ------           -----
Harvest CLO XXVIII DAC

A-1 XS2445659217            LT AAAsf New Rating    AAA(EXP)sf
A-2 XS2457007842            LT AAAsf New Rating    AAA(EXP)sf
B XS2445659480              LT AAsf  New Rating    AA(EXP)sf
C XS2445659993              LT A+sf  New Rating    A(EXP)sf
D XS2445660140              LT BBBsf New Rating    BBB(EXP)sf
E XS2445660496              LT BB-sf New Rating    BB-(EXP)sf
F XS2445660652              LT B-sf  New Rating    B-(EXP)sf
Subordinated XS2445661031   LT NRsf  New Rating    NR(EXP)sf
X XS2457008659              LT AAAsf New Rating    AAA(EXP)sf
Z XS2445660819              LT NRsf  New Rating    NR(EXP)sf

TRANSACTION SUMMARY

Harvest CLO XXVIII 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
will be used to purchase a portfolio with a target par of EUR450
million. The portfolio is actively managed by Investcorp Credit
Management EU Limited. The collateralised loan obligation (CLO) has
a 4.5-year reinvestment period and an 8.5-year weighted average
life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the 'B'/'B-' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 25.87.

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 portfolio as at closing is
61.00%.

Diversified Portfolio (Positive): The transaction includes four
Fitch matrices: two effective at closing, corresponding to a top-10
obligor concentration limit at 23%, a fixed-rate asset limit of
7.5% and 12.5% and 8.5-year WAL; and two other that can be selected
by the manager at any time from one year after closing as long as
the portfolio balance (including defaulted obligations at their
Fitch collateral value) is above target par and corresponding to
the same limits as the previous matrix apart from a 7.5-year WAL.

The transaction also includes various concentration limits,
including a 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 (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed portfolio with the aim of testing the robustness of the
transaction structure against its covenants and portfolio
guidelines.

Reduced Risk Horizon (Positive): The WAL used for the transaction
stress portfolio and matrices analysis is 12 months less than the
WAL covenant, to account for structural and reinvestment conditions
post-reinvestment period, including the overcollateralisation tests
and Fitch 'CCC' limitation passing post reinvestment, among others.
In Fitch's opinion, these conditions would reduce the effective
risk horizon of the portfolio during the stress period.

Cash Flow Modelling (Neutral): Up to 12.5% of the portfolio can be
invested in fixed-rate assets, which is higher than the previous
Fitch-rated Harvest issuances. There is no fixed-rate liability in
the structure. However, the interest rate risk exposure is
mitigated by the presence of an interest rate cap on Euribor for
the class A-2 notes (EUR50 million; strike rate: 2.5%), which is
effective while notes are outstanding. Fitch modelled both 0% and
12.5% fixed-rate buckets and found that the rated notes can
withstand the interest rate mismatch associated with each
scenario.

RATING SENSITIVITIES

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

-- An increase of the default rate (RDR) at all rating levels by
    25% of the mean RDR and a decrease of the recovery rate (RRR)
    by 25% at all rating levels will result in downgrades of no
    more than three notches, depending on the notes.

-- Downgrades may occur if the loss expectation is larger 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 an increase in the RRR by 25% at all rating levels
    would result in an upgrade of up to three notches depending on
    the notes, except for the class A-1, A-2 and X notes, which
    are already at the highest rating on Fitch's scale and cannot
    be upgraded.

-- Upgrades may occur on better-than-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.

DATA ADEQUACY

Harvest CLO XXVIII DAC

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations 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.

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

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.

JAZZ PHARMACEUTICALS: Moody's Affirms Ba3 CFR, Outlook Now Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Jazz
Pharmaceuticals plc and related subsidiaries, including the Ba3
Corporate Family Rating, the Ba3-PD Probability of Default Rating,
and the Ba2 senior secured rating. At the same time, Moody's
revised the outlook to stable from negative. The Speculative Grade
Liquidity Rating remains unchanged at SGL-1.

These actions follow steady progress at deleveraging since the
acquisition of GW Pharmaceuticals plc in 2021, combined with steady
uptake of the company's new products including Xywav, Epidiolex and
Zepzelca. Moody's anticipates additional deleveraging and
continuing growth in the newer products, reducing the likelihood of
downward rating pressure over the next 12 to 18 months.

Affirmations:

Issuer: Jazz Pharmaceuticals plc

Corporate Family Rating, Affirmed Ba3

Probability of Default Rating, Affirmed Ba3-PD

Issuer: Jazz Financing Lux S.a.r.l.

Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3)

Issuer: Jazz Securities Designated Activity Company

Senior Secured Regular Bond/Debenture, Affirmed Ba2 (LGD3)

Outlook Actions:

Issuer: Jazz Pharmaceuticals plc

Outlook, Changed to Stable from Negative

Issuer: Jazz Financing Lux S.a.r.l.

Outlook, Changed to Stable from Negative

Issuer: Jazz Securities Designated Activity Company

Outlook, Changed to Stable from Negative

RATINGS RATIONALE

Jazz's Ba3 rating reflects the company's position as a specialized
pharmaceutical company with over $3 billion of annual revenue. The
credit profile also reflects Jazz's good growth prospects for the
next several years and its strong market position in sleep disorder
drugs, as well as a growing oncology business. The 2021 acquisition
of GW Pharmaceuticals acquisition established Jazz as a leader in
cannabinoid science. Key growth drivers include Xywav, Zepzelca in
small-cell lung cancer and Epidiolex in treating seizures related
to multiple rare diseases.

These strengths are constrained by Jazz's high revenue
concentration in the Xyrem/Xywav sodium oxybate franchise, which
Moody's estimates will comprise over 50% of revenues in 2022.
Authorized generic entry for Xyrem anticipated in 2023 places high
reliance on additional transition of patients to Xywav, which also
faces rising competitive threats. Moody's anticipates gross
debt/EBITDA of approximately 4.0x to 4.5x over the next 12 months,
incorporating ongoing deleveraging from earnings growth and debt
reduction.

Social and governance considerations are material to the rating.
Jazz faces exposure to regulatory and legislative efforts aimed at
reducing drug prices. These are fueled in part by demographic and
societal trends that are pressuring government budgets because of
rising healthcare spending. These risks appear highest in the US,
where Jazz has substantial revenue concentration. Jazz also faces
litigation risks, including various inquiries related to the Xyrem
patent settlements with generic drug companies. Among governance
considerations, recent financial policies demonstrate an appetite
for high financial leverage for business development, with gross
debt/EBITDA exceeding 6.0x using Moody's calculations. This is
partly mitigated by progress to date at deleveraging in line with
publicly communicated targets.

The outlook is stable based on Moody's expectations for solid
operating performance and ongoing deleveraging ahead of authorized
generic competition for Xyrem in 2023.

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

Factors that could lead to an upgrade include greater revenue
diversity arising from growth in key products, continuation of
patient transition from Xyrem to Xywav, and good pipeline
execution. Quantitatively, debt/EBITDA maintained below 3.5x would
support upward rating pressure.

Factors that could lead to a downgrade include slow uptake of Xywav
or other new products, increased litigation exposure, or
debt-funded acquisitions. Quantitatively, debt/EBITDA sustained
above 4.5x could lead to downward rating pressure.

Jazz Pharmaceuticals plc is a global pharmaceutical company with a
portfolio of products that treat unmet needs in narrowly focused
therapeutic areas. Reported revenues in 2021 totaled approximately
$3.1 billion.

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

PRIMROSE 2022-1: Fitch Gives Final CCC Rating to Class G Tranche
----------------------------------------------------------------
Fitch Ratings has assigned Primrose Residential 2022-1 DAC final
ratings.

     DEBT                RATING             PRIOR
     ----                ------             -----
Primrose Residential 2022-1 DAC

A XS2460259752     LT AAAsf  New Rating    AAA(EXP)sf
B XS2460260255     LT AA-sf  New Rating    AA-(EXP)sf
C XS2460260842     LT A-sf   New Rating    A-(EXP)sf
D XS2460260925     LT BBBsf  New Rating    BBB(EXP)sf
E XS2460261147     LT BBsf   New Rating    BB(EXP)sf
F XS2460267771     LT B-sf   New Rating    B-(EXP)sf
G XS2460267938     LT CCCsf  New Rating    CCC(EXP)sf
RFN XS2460268076   LT NRsf   New Rating
Z XS2460268159     LT NRsf   New Rating

TRANSACTION SUMMARY

Primrose Residential 2022-1 DAC is a securitisation of first-lien
residential mortgage assets that were originated before the global
financial crisis by three Irish lenders. The seller is Ailm
Residential DAC and Morgan Stanley Principal Funding, Inc. is the
provider of representations and warranties. Mars Capital Finance
Ireland DAC and Pepper Finance Corporation (Ireland) DAC services
the portfolio and remains the legal title holder.

KEY RATING DRIVERS

Seasoned Loans, Large Modelled Loss: The pool consists of
well-seasoned (14.8 years) Irish residential mortgage assets that
were predominantly originated between 2005 and 2008 by the three
lenders. The large loss expectation for the portfolio (about 2.8%
in expected case and 25.1% under 'AAA' stress) reflects constrained
affordability among borrowers, the presence of some adverse
portfolio characteristics, as well as high loan leverage for a
seasoned portfolio.

The pool contains a high proportion of interest-only (IO) loans,
loans that underwent a restructuring, historical arrears as well as
borrowers that have experienced material negative equity. As of
February 2022, 9.1% of the loans by current balance were in arrears
greater than one month, with 5.4% in arrears by more than three
months (based on Fitch's calculations, which consider the combined
loan parts from a single borrower as in arrears when one loan part
is in arrears).

Net WAC Caps May Limit Interest Receipts: The class B to G notes
are subject to a net weighted average coupon (WAC) cap feature at
close. The net WAC cap is equal to the weighted average of the
mortgage interest rate payments on the underlying loans for a
related collection period, weighted on the basis of the principal
balances as of the same collection period, after deducting senior
transactions costs (third-party fees and issuer expenses). This
means investors may not be paid the stated coupon on the notes.

The net WAC is defined on the basis of the scheduled and not actual
(collected) interest on the collateral portfolio, net of senior
expenses paid in the waterfall. There is no credit component in the
portfolio net WAC calculations, as the definition of collateral
portfolio refers to all mortgage loans and does not exclude
non-performing assets.

The additional amounts due on the notes above the net WAC may be
paid in a subordinated position in the revenue waterfall; Fitch's
ratings do not address these amounts. The class A notes will not be
subject to the net WAC cap.

High Portion of Restructured Loans: A significant proportion of the
loans in the pool (55.5%) were previously restructured due to a
considerable build-up in arrears and subsequent forbearance
measures taken by lenders, in line with guidance issued after the
global financial crisis by the Irish central bank. The arrears
build-up was largely a result of the recession in Ireland from
2008, when unemployment rose steeply and house prices fell
significantly. Most restructures are either capitalisations,
moratoria, split mortgages or part capital and interest payments,
and led to a material reduction in borrowers' arrears profiles.

Many of the restructured borrowers have shown improved ability to
pay post-restructure. The overall pool has benefited from this
forbearance process and is now performing. For borrowers with a
reported date last in arrears in the past 12 months who had
demonstrated a payment history of 100% in the past 12 months
(against the amounts due under the applicable restructuring plan),
Fitch has reduced the foreclosure frequency (FF) adjustment to 1.5x
the base loan-level FF from an FF floor of 55% (more than three
months' arrears) at an expected case. This constituted a variation
from the European RMBS Rating Criteria.

Predominantly Floating-Rate Loans, Unhedged Basis Risk: Of the
loans in the portfolio, 63.1% track the ECB base rate with a loan
weighted average margin of 1.5%. There is no swap to hedge the
mismatch between the ECB tracker-linked assets and the
Euribor-based notes, exposing the transaction to potential basis
risk. For those loans, Fitch has stressed the transaction's cash
flows for this mismatch in line with its criteria.

The remainder of the floating-rate loans are on standard variable
rate (31.8% of the portfolio balance). These have a minimum
documented weighted average margin of one-month Euribor plus 2.5%,
which largely mitigates the mismatch with the notes. Fixed-rate
loans are limited to 5.2% of the pool, of which 3.7% is fixed for
life.

Exposure to Rising Rates Partially Hedged: An interest-rate cap is
in place at close for 10 years to hedge against rising interest
rates. It has a scheduled notional of EUR100 million (27.2% of the
asset balance) and a strike rate that rises incrementally to a
maximum of 3.5%. The cap has a premium of 30bp running for the
first three years, rising to 60bp for the remaining seven years.
The premium is included as an issuer senior expense.

Fitch tested an amended stressed interest-rate path with a plateau
of 3.5% to assess whether as a result of the interest rate cap, a
lower plateau would be significantly more stressful than Fitch's
standard upward interest-rate curves as outlined in Fitch's
Structured Finance and Covered Bonds Interest Rate Stresses Rating
Criteria. The outcome of this test did not affect the assigned
ratings.

RATING SENSITIVITIES

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

-- The transaction's performance may be affected by changes in
    market conditions and the economic environment. Weakening
    economic performance is strongly correlated to increasing
    levels of delinquencies and defaults that could reduce credit
    enhancement (CE) available to the notes.

-- In addition, unanticipated declines in recoveries could result
    in lower net proceeds, which may make certain notes' ratings
    susceptible to negative rating action depending on the extent
    of the decline in recoveries. Fitch conducts sensitivity
    analyses by stressing both a transaction's base-case FF and
    recovery rate (RR) assumptions. For example, a 15% WAFF
    increase and 15% WARR indicate downgrades of up to four
    notches.

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

-- Stable to improved asset performance driven by stable
    delinquencies and defaults would lead to increasing CE levels
    and, potentially, upgrades. Fitch tested an additional rating
    sensitivity scenario by applying a decrease in the WAFF of 15%
    and an increase in the WARR of 15%, which indicates upgrades
    of up to four notches.

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.

CRITERIA VARIATION

Fitch applied a criteria variation to account for the perfect
payment history of such borrowers. This was undertaken by
re-classifying such loans in the 12-23-month arrears bucket, where
a 1.5x adjustment is applied to the base loan-level FF. This
constituted a variation from the European RMBS criteria.

DATA ADEQUACY

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

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

ESG CONSIDERATIONS

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.

PRIMROSE 2022-1: S&P Assigns B- (sf) Rating to Class G Notes
------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Primrose
Residential 2022-1 DAC's class A to G-Dfrd Irish RMBS notes. At
closing, the issuer will also issue unrated class RFN, Z, Y, and X
notes.

Primrose Residential 2022-1 is a static RMBS transaction that
securitizes a portfolio of EUR368.9 million loans (excluding EUR3.7
million worth of loans subject to potential write-off and past
maturity) as of Dec. 31, 2021. These consist of owner-occupied and
buy-to-let primarily reperforming mortgage loans secured over
residential properties in Ireland.

The securitization comprises two purchased portfolios, Canal,
representing 37.44% of the pool and which was previously
securitized in Grand Canal Securities 2 (GCS2), and Bass,
representing 62.56% of the pool. They aggregate assets from three
Irish originators. The loans in the Bass sub-pool were originated
by Permanent TSB PLC and the loans in the Canal sub-pool were
originated by Irish Nationwide Building Society and Springboard.

S&P said, "Our rating on the class A notes addresses the timely
payment of interest and the ultimate payment of principal. Our
ratings on the class B-Dfrd to G-Dfrd notes address the ultimate
payment of interest and principal." The timely payment of interest
on the class A notes is supported by the liquidity reserve fund,
which was fully funded at closing to its required level of 2.0% of
the class A notes' balance. Furthermore, the transaction benefits
from regular transfers of principal funds to the revenue item and
the ability to use principal to cover certain senior items.

Pepper Finance Corporation (Ireland) DAC and Mars Capital Finance
(Ireland) DAC, the administrators, are responsible for the
day-to-day servicing.

At closing, the issuer will use the issuance proceeds to purchase
the beneficial interest in the mortgage loans from the seller. The
issuer grants security over all its assets in favor of the security
trustee. S&P considers the issuer to be bankruptcy remote under its
legal criteria.

  Ratings

  CLASS      RATING     AMOUNT (MIL. EUR)

  A          AAA (sf)      269.00

  B-Dfrd     AA+ (sf)       26.60

  C-Dfrd     A+ (sf)        20.20

  D-Dfrd     BBB (sf)       12.90

  E-Dfrd     BB+ (sf)        9.20

  F-Dfrd     B (sf)         11.00

  G-Dfrd     B- (sf)         9.20

  RFN        NR              7.40

  Z-Dfrd     NR              9.30

  X          NR              2.00

  Y          NR              2.00

Dfrd--Deferrable.
NR--Not rated.
TBD--To be determined.




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

NATURA &CO LUXEMBOURG: Fitch Rates Proposed Sr. Unsec. Notes 'BB'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Natura & Co Luxembourg
Holdings S.a r.l.'s proposed 5-7 year senior unsecured notes of up
to USD600 million. The issuance will be unconditionally and
Irrevocably guaranteed by Natura &Co Holding S.A. (Natura) and
Natura Cosmeticos S.A. Proceeds will be used for general corporate
purposes, including debt refinancing (Avon's 2023 bonds). Fitch
rates both Natura and Natura Cosmeticos 'BB', with a Positive
Rating Outlook.

Natura's 'BB' ratings reflect its solid business position, large
and diversified asset base, strong capital structure, and
challenges with Avon. Input cost pressures, supply chain
constraints and rising inflation will affect profitability in the
short term, but Natura's ratings have some headroom. Ongoing
synergies and lower cash outflows should favor results. The
Positive Outlook reflects Natura's credit profile improvements in
the next 18-24 months due to integration and more steady cash flow,
and net adjusted leverage below 2.5x, with no refinancing risks.

KEY RATING DRIVERS

Consolidated Approach: Natura wholly owns Natura Cosmeticos S.A.
and Avon Products, which are separate legal entities. Fitch
assesses the group on a consolidated basis, given the strong
operational and strategic incentives, centralized treasury,
substantial asset contribution via expected recurring synergies
and, the tangible financial support in the form of payment of
Avon's secured notes and inter-company loans. The cross-border debt
issuances by Natura Cosmeticos with a guarantee from Natura and
other cross defaults clauses supports the consolidated approach.

Ratings Not Capped by Brazil's Country Ceiling: Natura has a
diversified portfolio of operations, with some hard currency EBITDA
from its assets abroad relative to its interest expenses in hard
currency, therefore, Natura's ratings are not constrained by
Brazil's 'BB' Country Ceiling, per Fitch's "Non-Financial
Corporates Exceeding the Country Ceiling Rating Criteria."

Other considerations increasing Natura's ability to mitigate
transfer and convertibility risks include cash held abroad and
generated abroad in several countries, as well as a stand-by credit
facility of USD625 million. Brazil accounted for 26% of revenue in
2021, followed by EMEA (excluding the U.K.) at 19%, the U.K.at 10%,
Mexico at 10%, Asia at 9%, the U.S. and Canada at 6%, other
countries in South America at 17% and Oceania at 3%. Natura's
revenues in Russia and Ukraine were lower than 5% of consolidated
revenue and 3% of EBITDA in 2021, including The Body Shop
operations via head franchisees.

Large and Diversified Business Scale: The acquisition of Avon
significantly increased Natura's business scale, making it the
world's fourth-largest pure beauty company. The company brings a
large consultant base and opportunities to amplify its product
portfolio and market presence in Latin America. The combined entity
benefits from up-selling opportunities in terms of channels and
brands. Synergies are projected to be captured mainly in Brazil and
Latin America as it leverages its manufacturing and distribution
capabilities. Natura estimates recurring gains of around USD350
million-USD450 million to be fully captured by 2024. Around USD195
million has been captured during fiscal 2021.

Ongoing Execution Risk: Natura faces the challenge of integrating
Avon's operations in Latin America as well as its global
operations. During the past quarters, the company has been
improving Avon's profitability. The strong recovery of 4Q21 should
not sustain during 1H22, but the decline trend in the number of
Avon reps in Brazil seems to have reached an inflection point in
last October and it should help to sustain a recovery by YE 2022.
Natura has the challenge to move forward with its strategy to move
from a direct sales single-model, with declining trends in certain
markets, to omnichannel.

Natura has invested heavily in digitalization and increasing its
online sales, which have more than doubled. During 2021, 51.5% of
total sales were using digital platform. Natura is expected to
maintain a strong pipeline of innovation to keep up with
fast-changing beauty trends and to digitalize to engage more
directly with end consumers. Fitch's base case incorporates average
annual capex of around BRL1.7 billion in2022-2023, from BRL675
million in 2020. In a weaker EBITDA generation environment, Fitch
expects Natura to reduce capex and dividends to limit deterioration
in FCF and maintain leverage around 2.5x in the medium term.

Challenging Macroeconomic Headwinds in the Short-Term: Natura is
expected to face negative headwinds related to continued erosion of
disposable income caused by high inflation and lower government
income support, as well as in terms of cost structure and rising
competition (substitute products in mass retail channel and a
likely increase in imported products with BRL appreciation) during
most of 2022. As result, Fitch expects some deterioration in
operating margins from previous forecasts that will be partially
offset by the ongoing capture of synergies.

Fitch expects adjusted EBITDAR margins to range from 10.6% to 11.7%
for 2022-2023. This compares with 10.3% in 2021 and 11.4% in 2020,
and around 13% from previous forecast. Natura's adjusted EBITDAR is
forecast to be around BRL4.5 billion for 2022 and BRL5.2 million in
2023.

Deleveraging Trend to 2023: Fitch's rating case forecasts Natura's
net adjusted debt/EBITDAR to decline 2.6x (2.7x in 2021) and to
around 2.1x-2.4x during 2023-2024. This represents a significant
improvement from the pro forma adjusted leverage after the merger
with Avon of 4.5x.

DERIVATION SUMMARY

Natura's ratings reflect the combined credit quality of Avon and
Natura. Natura's current adjusted net leverage anticipated is
strong for the rating category and incorporates execution risks
related to the integration of Avon. Natura has a solid business
position in the CF&T industry, underpinned by strong brand
recognition, large scale, a competitive cost structure and a large
direct-sales structure. The operations of The Body Shop
International Limited and Emeis Holding Pty Ltd. Aesop further
complement the company's product portfolio and broad geographical
diversification. Natura is challenged to adapt its business model
to an omnichannel strategy and boost its digital platform while
integrating Avon.

In terms of comparable companies, Fitch rates Oriflame Investment
Holding Plc 'B'; it also operates in the direct-selling beauty
market. Natura has a stronger business and financial profile than
Oriflame, reflected in the higher rating. In Brazil, Natura also
faces strong competition from a local participant, O Boticario (not
rated), which has a record of maintaining a solid credit and
business profile, and a strong brand.

KEY ASSUMPTIONS

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

-- Fitch expects Natura's revenue to grow around 5%-6% during
    2022-2023;

-- Consolidated EBITDAR margins around 10.6% in 2021 and
    improving to around 13.5% in 2022;

-- Capex increase to around BRL1.5 billion in 2022 and BRL1.7
    billion in 2022-2023 to support the digitalization and
    innovation process;

-- Dividends of USD180 million in 2022 and around 30% of net
    income afterwards;

-- Natura to maintain its proactive approach on refinancing its
    short-term debt.

RATING SENSITIVITIES

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

-- Consolidated EBITDAR Margins above 14% on consistent basis;

-- Consolidated net adjusted debt/EBITDAR ratio below 2.5x on a
    consistent basis;

-- Successful ongoing refinancing strategy with no major debt
    maturities within two to three years.

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

-- Consolidated EBITDAR margins declining to below 9% on a
    recurrent basis;

-- Consolidated net adjusted leverage consistently above 3.5x
    from 2021 on;

-- Competitive pressures leading to severe loss in market-share
    for either Natura and Avon or a significant deterioration in
    its brands reputation.

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

Strong Liquidity: Natura has maintained strong liquidity and solid
access to credit markets. The company had BRL5.9 billion in cash
and marketable securities at YE 2021, with BRL945 million of
short-term debt. Cash is sufficient to support debt amortization
until 2027. Natura's liquidity is further enhanced by a USD625
million revolving credit facility due 2024. In March 2022, Natura
drew down USD200 million.

Natura had total debt of around BRL17.1 billion at YE 2021,
including Fitch's adjusted leasing obligations of BRL4.8 billion.
Natura's debt mainly consists of BRL7.9 billion at Natura
Cosmeticos net of derivatives and BRL4.4 billion at Avon.
Cross-border bonds (76%) and local debentures (16%) are the
company's main debt. Natura &Co holding has no debt as of Dec. 31,
2021.

Fitch expects Natura to remain proactive in its liability
management strategy to avoid exposure to high refinancing risks in
the medium term. The company will need to continue to access credit
markets in the short to medium term to extend its debt maturities.
Natura faces long-term debt amortization of BRL945 million in 2022,
BRL2.8 billion in 2023 (including Avon's bonds), BRL2.2billion in
2024 and BRL6.3 billion from 2025 onward. The company's refinancing
risks have diminished, as it used around BRL4.7 billion (USD900
million) of the follow-on process to prepay Avon's 2022 secured
bonds.

ISSUER PROFILE

Natura &Co is composed by four iconic beauty companies: Natura, The
Body Shop, Aesop and Avon. It is the fourth-largest pure-play
beauty group in the world with a 2.0% global market share in 2021
as a result of its sizeable operations in Latin America, Europe,
North America, Asia Pacific and Oceania.

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.

DEBT                   RATING
----                   ------
Natura &Co Luxembourg Holdings S.a r.l.

senior unsecured   LT BB New Rating

NATURA &CO LUXEMBOURG: S&P Puts 'BB' Rating to New Sr. Unsec. Notes
-------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating to Natura &
Co Luxembourg Holding's proposed senior unsecured notes S&P ups to
$600 million with maturity between five and seven years. S&P also
assigned a '3' recovery rating to the proposed issuance, reflecting
our expectations of an average recovery (50%-70%) in the event of
default.

The new notes have the full and unconditional guarantee from the
issuer's parent company, Natura & Co Holding S.A (Natura&Co;
BB/Stable/--) and its main subsidiary, Natura Cosmeticos S.A.
(BB/Stable/--). Therefore, the new notes rank pari passu to Natura
Cosmeticos' unsecured debt, and its recovery prospects reflect
those of the same company's unsecured debt. Additionally, the new
notes' recovery prospects will benefit from any residual value from
Avon Products Inc. (BB-/Stable/--) that would upstream to
Natura&Co.

Natura&Co will use the proceeds for general corporate purposes and
for debt refinancing, mostly of which will consist of prepayment of
Avon Products' senior unsecured notes due 2023.

Issue Ratings - Recovery Analysis

Key analytical factors

-- S&P simulated default scenario assumes a default in the first
half of 2027 for Natura Cosmeticos.

-- The default scenario incorporates a sharp drop in global
demand, leading to weaker margins and higher working capital
consumption, and limited access to credit lines, eroding cash
flows.

-- S&P has valued the company using a 6x multiple applied to
emergence EBITDA. The multiple is in line with that S&P uses for
other branded nondurables issuers.

Given Natura Cosmeticos' sound cash position as of the end of 2021,
S&P assumes some debt amortization in 2022 and 2023 for the
company's outstanding debentures and FINEP/BNDES credit lines.

Simulated default assumptions

-- Simulated year of default: 2027
-- Emergence EBITDA: R$1.3 billion
-- Multiple: 6x
-- Estimated gross enterprise value at emergence: R$7.8 billion

Simplified waterfall

-- Net value available for creditors after 5% administrative
costs: R$7.4 billion

-- Senior secured debt: R$575 million

-- Senior unsecured debt, including the new notes: R$9.8 billion

-- Recovery expectations for unsecured debt: 50%-70%

  Ratings List

  NEW RATING

  NATURA & CO LUXEMBOURG HOLDING

  Senior Unsecured        BB
   Recovery Rating      3(65%)




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S L O V E N I A
===============

MERKUR: Alfi PE Completes Acquisition of Retail Unit
----------------------------------------------------
Radomir Ralev at SeeNews reports that Slovenian private equity fund
Alfi PE completed the acquisition of Merkur Trgovina, the retail
unit of insolvent home products and appliances group Merkur, Merkur
Trgovina said on April 13.

According to SeeNews, the retailer said in a statement a general
shareholders meeting of Merkur Trgovina appointed a new management
board with Jure Kapetan as general manager and Miha Kravanja as
board member.

In December, Alfi said it signed an agreement to acquire Merkur
Trgovina for EUR50 million (US$54.1 million), SeeNews relates.  The
fund plans to improve customers' shopping experience and build
shopping centres in Ajdovscina and Koper, public broadcaster RTV
reported back then, SeeNews notes.

US investment firm HPS Investment Partners bought Merkur Trgovina
for EUR28.56 million in July 2017, SeeNews discloses.

Merkur went into bankruptcy in November 2014 and its activities
were separated into two new firms -- the retail unit Merkur
Trgovina and Merkur Nepremicnine, which is in charge of real estate
assets, SeeNews recounts.





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

PROMOTORA DE INFORMACIONES: S&P Ups ICR to 'CCC+', Outlook Pos.
---------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
education and media group Promotora de Informaciones (Prisa) to
'CCC+' from 'SD' (selective default).

S&P said, "The positive outlook indicates that we could raise the
rating over the next 12–18 months if Prisa successfully executes
its business plan, improves EBITDA while limiting exceptional
costs, generates at least neutral free operating cash flow (FOCF),
and maintains adequate liquidity.

"The upgrade reflects our view that Prisa's refinancing improves
its liquidity, reduces cash interest, and extends its maturity
profile."

Prisa executed a debt restructuring on April 6, 2022.

S&P said, "We consider that the transaction has improved Prisa's
liquidity, reduced its interest burden, and established sufficient
covenant headroom, and expect Prisa will generate stronger EBITDA
over the next 12–24 months, which could support debt reduction.

"We estimate that following the transaction Prisa will have about
EUR220 million cash on balance and an EUR80 million fully undrawn
revolving credit facility (RCF), which will be sufficient to cover
its liquidity needs over the next 12–24 months. It will also have
adequate covenant headroom above 15%. We therefore think the risk
of default over the next 12 months has diminished. The group has
reduced its interest expenses, which will help preserve free
operating cash flow generation. In addition, we believe that the
new mergers and acquisitions (M&A) basket of up to EUR135 million
will allow more flexibility for the company to expand its business
inorganically."

Prisa's capital structure remains very highly leveraged, making it
dependent on favorable business, financial, and economic
conditions. After restructuring, Prisa's capital structure
comprises about EUR910 million in financial debt, including:

-- EUR160 million super senior term loans and a fully undrawn RCF
of EUR80 million due in June 2026;

-- EUR569 million senior term loan maturing in December 2026; and

-- EUR182 million junior term loan maturing in June 2027.

S&P said, "We estimate that the group's S&P-Global Ratings-adjusted
leverage will remain very high in 2022, at about 12.1x, before
reducing toward 9x in 2023. In calculating Prisa's S&P Global
Ratings-adjusted debt, we include lease liabilities totaling about
EUR70 million and the accruing paid-in-kind (PIK) interest of 5%
per year present in the junior debt, and do not net cash. In
calculating Prisa's S&P Global Ratings-adjusted EBITDA, we deduct
capitalized development costs and exceptional costs relating to
redundancies. Overall, we expect Prisa will focus on transitioning
its media and education segments to digital formats, which together
with tight cost control, should enable EBITDA to improve
meaningfully in the coming years. We forecast S&P Global
Ratings-adjusted EBITDA could improve to EUR80 million-EUR90
million in 2022 from EUR41.3 million in 2021. That said, we note as
a key risk to the rating Prisa's exposure to foreign exchange risks
and heightened market volatility in Latin America and the mismatch
between the local currencies in which it derives cash flows and its
euro-denominated debt.

"We expect Prisa's cash generation to remain constrained in 2022,
but to improve in the coming years. We expect exceptional costs to
remain relatively high in 2022, including redundancy expenses,
costs of the recent financial restructuring, and earnout of the
Santillana Spain sale. We therefore expect the group's free cash
flow generation after leases to be negative in 2022. From 2023, we
expect it will progressively improve and become at least breakeven
following the stronger EBITDA generation and lower interest costs
that we expect. In addition, we expect that Prisa's operational
improvement initiatives, which include cost control and enhanced
working capital and capital expenditure (capex) management, will
support stronger margins and cash flows in the coming years.

"Our rating incorporates Prisa's leading positions in both the
media and education segments, with a leaner corporate structure
focused on growth and digital expansion. Prisa holds No. 1 or No. 2
positions across almost all its media operations in its key
markets. In the education segment, the group enjoys some barriers
to entry protection, from existing high market shares and
entrenched market positions in the mandatory K-12 sector,
international operating scale, and in-force local sales. About 30%
of Prisa's revenue comes from digital solutions, with the group
offering physical and digital products in all the countries in
which it operates. Due to operations in Latin America, the digital
penetration of products remains lower than that of peers operating
in more developed markets, but is picking up strongly. We think the
group's digital revenue could reach about 50% of total by 2025, in
line with its business plan. At the same time, the group is exposed
to the inherent volatility in Latin American markets. In 2021,
Prisa derived approximately 56% of revenue from Latin American
countries, 43% from Spain, and 1% from the U.S., while close to
100% of the group's EBITDA was generated in Latin America.

"The positive outlook indicates that we could raise the rating over
the next 12–18 months if Prisa executes its business plan
successfully, improves EBITDA while limiting exceptional costs,
generates at least neutral FOCF, and maintains adequate liquidity.

"We could raise the rating if Prisa sustains organic growth and
improves operational performance while reducing exceptional costs.
This would support higher EBITDA in line with our expectations,
such that S&P Ratings Global-adjusted EBITDA margin improves toward
10%–12% over the next 12-18 months and result in solid
deleveraging. The upgrade would also require Prisa to generate at
least neutral FOCF in 2022-2023 and liquidity to remain adequate."

S&P could revise the outlook to stable or downgrade Prisa if it saw
an increased risk of default over the next 12-18 months. This could
occur if:

-- Prisa's operating performance didn't recover in line with our
base case due to weaker organic revenue growth and an inability
reduce operating costs, resulting in lower EBITDA;

-- It sustained negative FOCF, which in turn, would put pressure
on liquidity and covenant headroom; or

-- Prisa were to announce a debt restructuring, exchange offer, or
debt buyback that it viewed as distressed and therefore tantamount
to a default.

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




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

KOC HOLDING: S&P Lowers ICR to 'B+', Outlook Negative
-----------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Koc Holding
A.S. and issue rating on the company's unsecured notes to 'B+' from
'BB-'.

The outlook remains negative, in line with that on Turkey given
Koc's dependence on the T&C assessment.

The company retains a 'bbb-' stand-alone assessment, owing to its
diverse portfolio with low level of leverage; S&P estimates that as
of April 1, Koc's loan-to-value (LTV) ratio reached negative 0.7%.

S&P said, "The rating remains tied to our T&C assessment on Turkey.
The rating action on Koc follows a similar action on Turkey. While
we consider that our rating on Koc could exceed the sovereign
rating by two notches, we continue to cap the rating at our 'B+'
T&C assessment because most of Koc's investee companies (and
consequently dividend inflows) are based in Turkey. This reflects
our view that the government would be likely to restrict access to
foreign-exchange liquidity for Turkish companies in a hypothetical
default scenario, creating obstacles to paying foreign-currency
debt." Given the Turkish lira's (TRY) sharp depreciation (about 43%
vis-a-vis the U.S. dollar over the past 12 months) and increasing
inflation, rising balance-of-payments and financial stability risks
could materialize over the next 12 months amid the economic fallout
from Russia's military intervention in Ukraine, global monetary
tightening, and possible policy missteps in the run-up to Turkey's
parliamentary and presidential elections in mid-2023. This could
notably lead to a lower sovereign rating and T&C assessment on
Turkey.

Defensive treasury management and a sound cash position in hard
currency are pivotal to address upcoming debt maturities. S&P said,
"We estimate that as of April 1, 2022, Koc had a net cash position
of about TRY1.0 billion (pro forma the TRY3.5 billion purchase of
the 18% stake in Yapi Kredi and excluding a TRY3.0 billion
additional YKB tier 1 investment), translating into our LTV ratio
of negative 0.7%. We estimate that Koc's gross cash as of April 1
reached TRY22.4 billion, with about 80% in hard currency
(translating to about $1.2 billion equivalent, placed with domestic
as well as international banks). In our view, this would sustain
the company's credit standing in case of a sovereign default under
a scenario of further currency devaluation. We anticipate
management will remain committed to tightly controlling its
treasury management, which is pivotal to ensuring the company's
strong liquidity profile as it faces a sizable debt maturity in the
next 12 months. Koc's $750 million unsecured notes are coming due
in March 2023 in a scenario of potentially less supportive
refinancing conditions for companies domiciled in Turkey. We view
the company's estimated cash position in hard currency of about
$1.2 billion as sufficient to absorb this debt obligation in case
it would choose not to refinance it. Koc has a second maturity in
March 2025 for $750 million. While the holding doesn't currently
have enough cash in hard currency to fully cover this obligation,
we expect Koc's conservative financial policy, characterized by
moderate dividend payouts and possibly selected asset disposals, to
support its cash needs."

Koc retains a 'bbb-' stand-alone credit profile (SACP), sustained
by its defensive leverage and export-driven assets. Among its
investee companies, Ford Otosan, Tofas, and Arcelik (about 50% of
the combined portfolio value) derived about 77%, 67%, and 70% of
their revenue, respectively, from international sales in 2021,
while refinery group Tupras' sales are U.S.-dollar-linked. S&P
believes this diversity will continue to support Koc's dividend
inflows in the context of lira depreciation, which also allow
Turkey-based production to remain competitive for export markets.
Moreover, the company has a long track record of managing its
leverage well, maintaining a net cash position over the past seven
years (making the LTV negative).

Deteriorating credit conditions in Turkey represent a risk for Koc.
This is one of the main risks to the company's SACP. S&P said, "We
view the holding company's domestic investments as exposed to
further lira depreciation and higher inflation risks. While we
continue to assess the average credit quality of Koc's portfolio as
well within the 'b' category, a deterioration toward the lower end
of the category would likely pressure our SACP assessment. We still
anticipate that Koc will receive cash dividends, management fees
and interest income of TRY7 billion-TRY8 billion in 2022. At the
same time, we see the risk that this income could weaken from a
further deterioration in Turkey's economic conditions, affecting
the holding company's cash adequacy ratios. In 2021, Koc's cash
adequacy ratio stood at 2.6x, and, we still expect it will
normalize toward its historical average of around 3.0x this year."

S&P said, "The negative outlook is in line with that on Turkey,
given Koc's dependence on the T&C assessment. The negative outlook
on Turkey reflects rising balance-of-payments and financial
stability risks over the next 12 months amid the economic fallout
from Russia's military intervention in Ukraine, global monetary
tightening, and possible policy missteps in the run-up to Turkey's
parliamentary and presidential elections in mid-2023.

"We could lower our rating on Koc if we lower our T&C assessment on
Turkey.

"We would revise our outlook to stable if we take a similar action
on the sovereign."

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

S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of Koc. This is because
its portfolio has material stakes in companies exposed to high GHG
emissions such as Ford Otosan, Otokoc, Turk Traktor, Tofas, and
Otokar. Also, Koc is exposed to refineries through its stake in
Tupras. These assets make up slightly more than 60% of the total
portfolio value, with the remainder in less exposed sectors like
finance and consumer durables. Koc's governance is exposed to high
country risk in Turkey, a negative factor compared with that of
other investment holdings in Europe, but we view positively the
group's extensive strategic planning process, its track record of
delivering on its strategy, and very comprehensive risk-management
and performance-monitoring procedures."



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

15:17: Goes Into Liquidation, Shuts Down Cardiff Store
------------------------------------------------------
John Jones at Wales Online reports that Cardiff department store
15:17 has closed less than a year after opening on Queen Street in
the city centre.

The store took over the huge unit from Topshop, which had stood on
the street for more than a decade in June last year, Wales Online
recounts.  However, the store now looks to be closed for good as
the company is now being wound up, Wales Online notes.

Shoppers in Cardiff will have noticed that the shop floor and
windows of the unit have been bare since the start of the year,
Wales Online relates.  After weeks of speculation about the store's
future and attempts from WalesOnline to clarify the situation with
company representatives, it has been confirmed that 15:17 has gone
into liquidation, Wales Online discloses.

15:17 aimed to bring together local and national brands, selling
beauty products, clothes, food and drink, flowers and more.  It
also had an in-store cafe, Fresh, Local & Wild, which catered for
vegans and food intolerances, as well as a phone repair clinic.

A winding-up order was made against the company on Feb. 22
according to companies house, Wales Online states.


COTTAGE NURSING: Put Up for Sale Following Administration
---------------------------------------------------------
Owen Hughes at BusinessLive reports that a nursing home that closed
this year, several months after the operator went into
administration, has gone on the market.

Initially constructed as a school, the Cottage Nursing Home site in
Mold then traded successfully as a care facility for over 30
years.

In September 2021, the operating company fell into administration
and the business closed for trading in February 2022, BusinessLive
relates.

According to BusinessLive, the administrators, David Shambrook and
Gary Hargreaves of FRP Advisory, have now appointed Christie & Co
to market the 49-bedroom property on a vacant possession basis with
the benefit of a full trade inventory.

The former Cottage Nursing Home is offered for sale on a freehold
basis, with an asking price of GBP1,250,000, which includes all
fixtures and fittings, BusinessLive discloses.

CYCLONE: Owed More Than GBP1.4MM to Creditors at Time of Collapse
-----------------------------------------------------------------
Tom Keighley at BusinessLive reports that the company behind
Newcastle cocktail bar and kitchen Okana went into liquidation
owing more than GBP1.4 million to creditors -- including its former
staff.

Cyclone (Newcastle) Limited ran the city centre venue -- which had
employed 33 people -- which is reported to have been loss-making
before it closed owing to difficulties during the pandemic,
BusinessLive discloses.

Liquidators from North East insolvency specialists FRP were
appointed to the business following its closure and now a report
shows the business had assets of just GBP8,920 but owed hundreds of
thousands to lenders, Newcastle City Council and HMRC, among other
creditors, BusinessLive relates.

Cyclone also owed GBP24,534 to staff in pay and pension
contributions, though part of that sum could be covered by the
firm's assets, leaving GBP15,614 still owed, BusinessLive states.

A statement of affairs reveals the business owed significant sums
to major creditors including GBP117,595 to asset finance business
Asset Advantage, as well as GBP225,572 to HMRC and GBP115,688 to
Newcastle City Council, BusinessLive notes.

According to BusinessLive, within the liquidators' statement of
affairs for Cyclone, director Kevin Pattison is listed as a
creditor, owed GBP231,941, while Cyclone minority shareholder Susan
Walker, was owed GBP199,977.


KLS CATERING: Goes Into Liquidation, Halts Trading
--------------------------------------------------
Clare Nicholls at Catering Insight reports that Norfolk-based KLS
Catering & Refrigeration Engineers (CARE) has ceased trading with
the loss of three jobs.

Providing refrigeration services to the hospitality sector, the
company was placed into liquidation on March 31, with Begbies
Traynor acting as liquidators, Catering Insight relates.

According to Catering Insight, Lee De'ath, partner at Begbies
Traynor's Colchester office, commented: "This is a small business
that has been hugely affected by the economic fall-out from the
pandemic.

"Demand for its services have been severely impacted during the
past 2 years with the hospitality sector one of the most affected
by the covid-19 restrictions.  This, coupled with the loss of a
major client, made it impossible for the company to continue
trading."

He added: "However, thanks to the quick and decisive action on the
part of the directors, the loss to creditors has been kept to a
minimum.  The final return to creditors will be subject to our
formal adjudication on creditors' claims in due course."

In its latest publicly available accounts, for the year ending
January 31, 2021, the company stated it employed 7 staff, Catering
Insight discloses.

Incorporated in January 2010, KLS CARE was headquartered in
Swaffham, Norfolk.  KLS CARE described itself as "a leading East
Anglian service supplier to the catering industry" with "a highly
trained team of engineers spread over East Anglia operating from
fully stocked service vehicles".


LIBERTY STEEL: Court Rejects Liege Unit's Restructuring Plans
-------------------------------------------------------------
Jacqueline Holman at S&P Global Commodity Insights reports that
Liege Commercial Court in Belgium has rejected steelmaker Liberty
Steel's restructuring plans for its Liege subsidiary and ruled
April 13 that it should be liquidated.

According to S&P Global Commodity Insights, the court ruled against
the restructuring April 13, siding with workers unions and the
Walloon regionl government's investment arm Sogepa, which no longer
wanted the two Belgian steel plants, Tilleur and Flemalle, in the
hands of Liberty.

In September, it was reported that Liberty had been in negotiations
with the Walloon government for Sogepa to take a 49% stake in
Liberty Liege and put up a loan for the plants to continue
operations, S&P Global Commodity Insights relates.

A GFG Alliance spokesperson told S&P Global Commodity Insights that
the company planned to appeal the court's decision.

"We are very disappointed that the Commercial Court has decided to
ignore our legal arguments and our detailed presentation on the
progress Liberty Liège has made on its transformation plan, which
included the restart of the packaging line in Tilleur last month,
as well as Liberty's commitment to deliver the investment required
to cover our outstanding requirements," the spokesperson, as cited
by S&P Global Commodity Insights, said in an emailed statement to
S&P Global.

"We continue to believe our transformation plan would have provided
the business with a long-term, sustainable future and preserved 650
jobs," the spokesperson said.

The transformation plan included the tinning line at Tilleur,
developing a new business model to build partnerships with major
customers to manufacture specialist packaging for products, as well
as using the G5 galvanization line at Flemalle to generate
short-term profits, S&P Global Commodity Insights discloses.

The Tilleur packing line reopened on Feb. 14, 2022, but the
Flemalle steel galvanizing lines have been at a standstill since
December due to a lack of feedstock and the ongoing restructuring
process, S&P Global Commodity Insights states.

The transformation plan and restructuring process were presented to
the Liege Enterprise Court on March 30, when Liberty management
also explained it had been made much more complex due to rising
energy and carbon prices, supply shortages due recent geopolitical
developments and excessive competition from imports into Europe,
S&P Global Commodity Insights discloses.

GFG Alliance, which groups together Liberty Steel Group and other
metals and energy assets owned by magnate Sanjeev Gupta, acquired
Liberty Liege in July 2019 from ArcelorMittal and has provided more
than EUR80 million (US$86.6 million) in funding since, including
EUR28 million since December 2021, S&P Global Commodity Insights
recounts.

However, the company said its long-term investment plans for the
plants had been "undermined by the poor steel market in 2019 before
the business was adversely impacted by the pandemic and supply
chain disruptions", S&P Global Commodity Insights notes.


LIBERTY STEEL: To Axe Up to 162 Jobs at Stocksbridge Plant
----------------------------------------------------------
Kristian Johnson at YorkshireLive reports that up to 162 employees
at Liberty Steel's Stocksbridge plant have been told they could be
made redundant by the firm.

According to YorkshireLive, a further 45 jobs at the company's base
in West Bromwich in the West Midlands are due to be axed as part of
a major restructuring.  Both sites specialise in making alloys for
the aerospace and energy sector.

However, an additional 161 jobs could be created at Liberty Steel's
Rotherham plant, YorkshireLive states.  As reported by
BusinessLive, the investment at the Rotherham Greensteel facility
is likely to create almost as many roles in South Yorkshire,
YorkshireLive notes.

It is all part of a plan to make the Rotherham plant a two million
tonne per year recycling production facility, YorkshireLive
discloses.  The firm, as cited by YorkshireLive, said it will try
to minimise redundancies by transferring Stocksbridge employees to
similar roles in Rotherham, but Sarah Champion, MP for Rotherham,
said "it is difficult to be anything other than nervous" until the
final plans are revealed.

The announcement comes after months of uncertainty for Liberty
Steel.  There were fears the company might have been plunged into
liquidation, but a winding up petition was staved off following
investment last month, YorkshireLive relays.

The financial uncertainty around Liberty Steel came following the
collapse of its main lender, Greensill Capital, last year,
YorkshireLive recounts.  Parent company GFG Alliance, a metals
empire presided over by Sanjeev Gupta, had been struggling to
finance all of its UK plants, which form just one part of its
energy, steel and trading portfolio, encompassing more than 35,000
employees worldwide, YorkshireLive notes.


MORRISONS: S&P Assigns Preliminary 'B+' ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned a preliminary long-term issuer credit
rating of 'B+' to Market Bidco.

In November 2021, the funds controlled by financial sponsor
Clayton, Dubilier & Rice LLC (CD&R) and other minority partners
acquired the entire equity capital of U.K.'s fourth-largest grocer,
Morrisons, via a new parent company--Market Bidco--for an
enterprise value of GBP7.1 billion.

Post this transaction, the group has a highly leveraged capital
structure, with S&P Global Ratings-adjusted debt to EBITDA of about
9.3x (7.8x excluding preferred equity [Prefs]) for the last 12
months ended Jan. 31, 2022 (fiscal 2022).

Market Bidco's final capital structure will comprise GBP5.6 billion
in secured and unsecured debt, GBP1.3 billion in Prefs provided by
the minority shareholders, and about GBP2 billion of ordinary
equity.

According to S&P, Morrisons benefits from its well-established
position in the competitive U.K. food retail market, and freehold
ownership of the majority of its real estate assets. Its
concentration in the mature U.K. grocery market and its relatively
low margins also constrain S&P's assessment of Morrisons'
creditworthiness.

S&P said, "Our stable outlook reflects our expectation that over
the next 12-24 months Morrisons will focus on restoring organic
revenue growth and improving its profitability margins to about 6%
through operating efficiency measures and synergies, and by
reducing exceptional costs. These improvements support our
projection of Market Bidco's steady deleveraging toward S&P Global
Ratings-adjusted leverage of 8.0x (6.4x excluding Prefs) in fiscal
2023 (ending January 2023) and 7.5x (6.0x excluding Prefs) by the
end of fiscal 2024."

Affordable food with an emphasis on fresh produce underpins
Morrisons' established market position and well-recognized
brand.With a revenue base of GBP18 billion, Morrisons is the U.K.'s
fourth-largest supermarket operator. According to recent Kantar
Worldpanel data for the 12 weeks ended March 20, 2022, Morrisons
has a 9.5% market share and ranks behind Tesco (27%), Sainsburys
(15%), and ASDA (14.5%). Morrisons' strategic differentiation is
its food-centric offering, which accounts for 95% of its nonfuel
revenue. Morrisons started in 1899 as a market stall in Bradford,
England, and has become a well-recognized brand with a strong
British heritage. Morrisons continues its legacy through its
"Market Street" concept in all of its 497 stores. It benefits from
its vertical integration--approximately 50% of the fresh food it
sells comes from its own manufacturing sites.

The U.K. grocery retail market is a large and mature market but
will likely grow by about 2% after a temporary decline in 2022.The
sector had an addressable market size of GBP198 billion in 2020.
Over the past 15 years, the industry has grown by 2.5% per year on
average. The pandemic caused a short-term demand spike, with 7.4%
growth in 2020. This began to reset as lockdown restrictions were
eased and consumer behavior partially reverted to pre-pandemic
norms. The retail market grew by 0.4% in calendar 2021 and is
forecasted to decline by 0.9% in 2022. While the sector's in-store
channel represents about 90% of overall market revenues, the
grocery industry's online channel increased to 9% of sales during
the pandemic, from 7% previously. S&P believes the return to normal
shopping patterns could have a negative effect on the industry's
online channel, potentially resulting in overcapacity. Morrisons
has taken a capital-light partnership approach to its online
channel that somewhat insulates it from overcapacity concerns.

Size and scale of operations are becoming increasingly important in
the highly competitive U.K. retail sector, bringing stronger
negotiating power with suppliers and landlords, and enabling more
efficient use of distribution networks. Between Morrisons and
another CD&R-controlled U.K. retail business, Motor Fuel Group
(MFG), S&P sees opportunities for synergies to the tune of about
GBP50 million, noting that the businesses are to be operated
separately during the Competition and Markets Authority review
period. The sectorwide consolidation trend over the past few years
has seen Tesco acquire Booker Ltd. and Co-op acquire Nisa Retail
(the attempted merger between ASDA and Sainsbury's in 2019 did not
succeed).

Morrisons' earnings growth is underpinned by improving margins as
it implements cost-efficiency measures. S&P said, "Similar to the
industry outlook, we forecast Morrisons' revenue (excluding fuel
and wholesale) to decline in fiscal 2023 to about GBP13.5 billion,
from GBP13.8 billion in fiscal 2022. Despite the revenue decline,
our improved earnings forecast reflects expected lower exceptional
costs relating to COVID-19 and supply-chain disruptions along with
lost profits recovered in the cafes and food-to-go segments. We
also factor in improved efficiencies related to store pick-up
operations and increased automation at manufacturing sites, which
should reduce stock wastage. We forecast margins to improve toward
6.0% in fiscal 2023, partly reflecting CD&R's track record at its
previous and current U.K. retail investments such as B&M European
Value Retail (listed in 2014) and Motor Fuel Group."

The wholesale channel is a revenue growth driver, but the financial
distress of its significant wholesale customer, McColl's,
represents a longer-term business risk. Unlike Tesco and
Sainsburys, Morrisons has very few stores within the U.K.
convenience segment (typically smaller than 1,000 square feet) and
gains exposure to this segment via wholesale supply agreements with
independent convenience store operators/newsagents. With its 19
food manufacturing facilities and eight distribution centers,
Morrisons has the scale to offer wholesale services to convenience
store operators.

McColl's is Morrisons' largest customer in this channel,
representing more than 50% of the grocer's GBP1 billion revenue
from this segment in fiscal 2022.We understand that Morrisons views
McColl's as a strategically important partner. The relationship has
evolved from Morrisons being a wholesale supplier to the latter's
1,200 stores, to the two entities entering a franchisee agreement
that will see about 450 McColl's convenience stores rebranded as
Morrisons Daily by November 2022 (versus 185 in November 2021). S&P
said, "We forecast revenues from the wholesale segment to grow by
more than 5% over the next two years. However, McColl's is
currently experiencing financial difficulties; its profit and cash
positions are deteriorating. In our base case, we assume that the
additional Morrison Daily rollout will progress as planned.
However, McColl's inability to find a credible long-term solution
for its own solvency could represent a meaningful risk to
Morrisons' wholesale business. Additionally, Morrisons faces the
risk of bad debt of GBP65 million-GBP130 million."

A large freehold real estate portfolio provides Morrisons with
additional financial flexibility. Morrisons' retail estate
portfolio comprises 421 freehold retail stores, eight distribution
centers, and 19 manufacturing sites. With more than 85% of its
estate portfolio held as freehold, Morrisons stands apart from its
peers whose freehold ownership is 50%-70%. S&P said, "With annual
rent payments of about GBP130 million, we calculate Morrisons
EBITDAR/cash interest + rents to be above 2.4x--a strong ratio
compared to other entities rated 'B+'. CBRE values Morrisons'
freehold estate at about GBP9.2 billion. While we anticipate CD&R
will monetize some of its portfolio via sale and leaseback
transactions of non-core assets, we still believe the ratio will
remain strong and contribute to positive free operating cash flow
(FOCF) of GBP200 million in fiscal 2024."

Morrisons' capital structure is highly leveraged at the close of
the transaction. Following the acquisition, Morrisons' financial
debt has increased fourfold to about GBP5.6 billion from about
GBP1.1 billion in January 2021. Its financials for the 2022
financial year include the impact of pandemic costs and the supply
chain disruption, resulting in leverage of about 7.8x (excluding
Prefs).

Morrisons' profitability lags some of its direct peers. Setting
aside the direct cost effects of COVID-19, Morrisons' historic S&P
Global Ratings-adjusted EBITDA margin of about 5%-6% does not
compare well with some of its peers with a similar business risk
profile. S&P attributes this to its focus on investing in lower
prices, the higher revenue contribution from low-margin fuel sales,
its limited presence in the typically higher margin nonfood
segment, and the subpar scale of its online and wholesale
segments.

Inflationary pressure presents significant headwinds, resulting in
weaker consumer confidence. While the recovery momentum is still
present in the U.K. economy, it now faces headwinds from soaring
inflation that, according to S&P Global Ratings' estimates, could
peak at about 8% this year. Inflationary pressures have picked up
most recently because of the Russia-Ukraine conflict. This has
pushed up global energy prices but will also have second- and
third-round effects via supply chains and higher food and commodity
prices. To curb these dynamics, the Bank of England raised its
policy rate for the third time in March, bringing it back to the
pre-pandemic level of 0.75%. S&P expects this inflationary
environment along with wage-increase pressures to persist well into
2022 and we think Morrisons' decision to push through price
increases will rely to some extent on the behavior of its
competitors. Early signs of weak consumer confidence are beginning
to show in shoppers reducing their average basket size.

Morrisons will need to invest in lower prices to maintain its
market share. According to Kantar Worldpanel data, although
Morrisons' market share has declined from the 12% it enjoyed in
2012--while Aldi and Lidl have been aggressively expanding--it
stabilized at about 9%-10% through the pandemic. The discounters'
lack of online channels gave Morrisons an opportunity to attract a
higher percentage of the value segment in fresh produce. However,
Morrisons recently lost some market share. S&P thinks that the
inflationary environment will also increase volatility in the
periodic market share data because of sensitivities related to the
timing, scope, and magnitude of price increases by different
grocers.

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

S&P said, "Our stable outlook reflects our expectation that over
the next 12-24 months Morrisons will focus on restoring organic
revenue growth and improving its profitability margins to about 6%
through operating efficiency measures and synergies and by reducing
exceptional costs. This should allow the group to generate positive
material FOCF (after lease payments). These improvements support
our projection of Market Bidco's steady deleveraging toward S&P
Global Ratings-adjusted leverage of 8.0x (6.4x excluding Prefs) in
fiscal 2023 and 7.5x (6.0x excluding Prefs) by the end of fiscal
2024.

"We could lower our ratings on Morrisons if the group's operating
performance falls meaningfully short of our expectations, leading
to sustained high leverage and weak credit metrics, or if the
group's financial policy becomes more aggressive than currently
anticipated. This could happen if, for example, its market share
deteriorates on, for example, aggressive pricing strategies from
competitors, disruptions to manufacturing or online operations, or
if the group fails to improve profitability. This could stem from
unfavorable external events such as supply chain disruptions,
inflationary cost pressures, or further pandemic-related
disruptions. Additionally, we could consider a negative rating
action if the group pursues material sale and leaseback
transactions or debt-funded acquisitions, or raises additional debt
for shareholder returns (including Prefs repayments), even if
permitted to do so by the debt documentation." S&P would consider
the following as not commensurate with the current rating on the
group:
-- Adjusted leverage exceeding 8.5x (7.0x excluding Prefs); or

-- Weakness in its competitive position resulting in annual FOCF
after lease payments sustainably and substantially negative in
fiscal 2023 and materially below GBP100 million from fiscal 2024.

S&P could raise its ratings on Morrisons if:

-- It can demonstrate sustained organic growth and gain market
share while improving its EBITDA margin above 6%;

-- It achieves a track record of successful implementation of its
strategic plan while maintaining S&P Global Ratings-adjusted debt
to EBITDA comfortably below 6.0x (excluding Prefs) consistently;

-- It shows sustained improvement in cash flow with FOCF after
lease payments above GBP250 million annually while consistently
maintaining adjusted FOCF to debt about 5%; and

-- Sponsors commit to a financial policy commensurate with such
stronger credit metrics.

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

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

PETROPAVLOVSK PLC: S&P Cuts ICR to 'SD' on Missed Interest Payment
------------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
U.K. incorporated gold producer Petropavlovsk PLC to 'SD'
(selective default) from 'CCC-'.

S&P said, "We also lowered our issue rating on Petropavlovsk's
senior unsecured notes to 'CC', and kept it on CreditWatch
negative, reflecting that they are highly vulnerable to
nonpayment.

"We subsequently withdrew our ratings following the EU's decision
to ban the provision of credit ratings to legal persons, entities,
and bodies established or with a substantial presence in Russia.

"We downgraded Petropavlovsk to 'SD' due to the missed interest
payment on its loan from Gazprombank. This happened because
Gazprombank was included on the U.K. Sanctions List, prohibiting
Petropavlovsk, as a U.K. incorporated entity, from having a
business relationship with the bank. Although the amount is low and
Petropavlovsk has enough cash balances, the company was unable to
make the payment and the grace period is now over. We therefore
consider it a selective default under our criteria.

"The rating on the senior unsecured notes was lowered to 'CC' and
remained on CreditWatch Negative, reflecting that they are highly
vulnerable to nonpayment. We understand that Petropavlovsk
continues to honor its debt service required under the notes'
documentation. That said, we cannot rule out a potential
restructuring in the coming months. This also takes into account
our sovereign ratings on Russia, where the company operates. We
lowered our Russia foreign currency ratings to 'SD/SD' from 'CC/C',
with our transfer and convertibility assessment remaining 'CC',
before withdrawing them on April 8, 2022.

"The withdrawal of our ratings follows the EU's March 15, 2022,
decision to ban the provision of credit ratings to legal persons,
entities, or bodies established in Russia. Following the EU
decision on March 15, 2022, to ban the provision of credit ratings
to legal persons, entities, or bodies established in Russia, S&P
Global Ratings withdrew its outstanding ratings on Russian
corporate entities. We have now decided to also withdraw our
ratings on companies with very strong links to Russia. Despite
being incorporated outside Russia, Petropavlovsk predominantly
operates in Russia, where most of its mines and operations are
located."

TRILEY MIDCO 2: Fitch Gives FirstTime 'B(EXP)' IDR, Outlook Pos.
----------------------------------------------------------------
Fitch Ratings has assigned Triley Midco 2 Limited (Clinigen) an
expected first-time Issuer Default Rating (IDR) of 'B(EXP)'. The
Rating Outlook is Positive. Concurrently, Fitch has assigned
expected senior secured instrument rating of 'B+(EXP)' with
Recovery Rating of 'RR3' and an expected senior secured second-lien
instrument rating of 'CCC+(EXP)' with 'RR6'.

The assignment of final ratings is contingent on Clinigen
completing its proposed debt placement under terms that are in line
with those reviewed by Fitch.

Clingen's ratings are constrained by initial high leverage
following its take-private transaction as well as moderate risks
for profitability and execution in its anticipated strategic move
towards a greater contribution of services. Rating strengths are
Clinigen's established presence in specialist niche pharmaceutical
service markets supporting clinical trials and managed medicine
access for pharma companies with formulation, packaging and
distribution services. Fitch views these markets as defensive with
growth structurally correlated to pharma innovation.

The Positive Outlook reflects Fitch's view that Clinigen should
benefit from strong organic and profitable growth prospects. This,
in combination with a successful strategic realignment of the
business under new ownership, should lead to leverage metrics
trending below Fitch's sensitivities for a higher 'B+' IDR over the
next two years.

KEY RATING DRIVERS

Specialist Pharmaceutical Services: The ratings reflect Clinigen's
strong market positions in the niche pharmaceutical markets of
formulation, medical access, and clinical trial support, offering a
specialist service to pharmaceutical companies, which offers good
revenue defensibility and visibility. Management will prioritise
developing this service business, which is supported by solid
distribution capabilities, over its owned product portfolio under
new ownership, and this is the key source of Fitch's organic
revenue growth assumptions of around 11% CAGR over 2022-2025 in
Fitch's rating case.

High Financial Leverage Post-LBO: Fitch views Clingen's initial
leverage post LBO of 6.3x (total debt/ Fitch-calculated EBITDA) as
high for the rating; however, Fitch's rating case assumes steady
deleveraging as Fitch expects the company to focus on implementing
its organic growth strategy. Fitch's Positive Outlook therefore
assumes leverage will over the next two years trend towards Fitch's
sensitivity at 5.5x, which, if maintained, would be consistent with
a higher rating.

Profitable, Cash-Generating Business: Based on Fitch's organic
growth assumptions, Fitch projects EBITDA margins to remain at
21%-23% to 2025. Fitch expects the implementation of a more
service-led strategy to dilute profitability but stronger organic
growth prospects in the segment should improve visibility around
Clinigen's earnings quality. Fitch's profitability assumptions lead
to improving cash conversion with free cash flow (FCF) margin
trending towards 6% over the same period, which is strong for the
rating.

Moderate Execution Risks, Limited M&A: Fitch sees moderate
execution risks in the gradual development of Clinigen's strategy
under its new ownership, as the company is already present in many
service categories. Fitch's rating case sees Clingen prioritising
organic growth with only modest bolt-on M&A totalling GBP85 million
to selectively complement its service offering. Fitch would treat
higher M&A spend during this period as event risk.

Business Model Aligned with Trends: As a partner for clinical
trials, licensed, and unlicensed medicines, Clinigen's business
model is aligned with trends in the global pharma industry,
characterised by innovation and partnerships/outsourcing, in
addition to favourable demographic and regulatory developments. All
this supports Fitch's organic growth assumptions underpinning
Clingen's rating.

DERIVATION SUMMARY

Fitch rates Clinigen according to its global Generic Rating
Navigator. Under this framework, Clinigen's business profile is
supported by its strong market positions within niche operating
segments, resilient end-market demand, the continued outsourcing
trend from big pharma, and moderate geographical and business
diversification. The rating is however constrained to the 'B'
category by its overall limited size versus broader healthcare
issuers, and high financial leverage following its acquisition by
Triton.

Given few rated outsourced pharmaceutical service providers, Fitch
has therefore compared Clinigen against niche pharmaceutical
product companies within the broader sector, such as IWH UK Finco
Limited (B/Stable), Cidron Aida Bidco Ltd. (Advanz) (B/Stable),
Roar Bidco AB (Recipharm; B/Positive), Cheplapharm Arzneimittel
(B+/Stable) and Pharmanovia Bidco Limited (B+/Stable).

IWH, Cheplapharm, Pharmanovia and Advanz contrast with Clinigen in
their more asset-light business model, given their focus on the
life-cycle management of typically off-patented drugs in targeted
therapeutic areas, with R&D, marketing, distribution and
manufacturing functions mostly outsourced. This allows these
entities higher profitability and FCF margins versus Clinigen, with
profitability metrics among the strongest in the sector, even
though Clinigen benefits from solid cash conversion despite its
comparatively lower EBITDA margin.

Moreover, Clinigen benefits from a more integrated
service-orientated business model with higher business
diversification, which provides downside protection as well as
cross-selling opportunities and higher organic growth prospects.

Fitch views Clinigen as firmly placed against 'B' rated IWH and
Advanz, which display solid business models and good profitability,
but whose credit profiles are held back in the case of IWH by a
concentrated product portfolio, and for Advanz by high leverage and
propensity for M&A. Compared with 'B+' rated peers, such as
Cheplapharm and Pharmanovia, Fitch judges overall business risk and
financial leverage as similar to Clinigen's but recognise the
significant difference in profitability and FCF generation metrics,
which justifies the one-notch rating differential.

KEY ASSUMPTIONS

-- Organic sales CAGR of 11% to 2025, supported by new contract
    wins, cross-selling opportunities and continued outsourcing of
    services from big pharma. Total sales CAGR of 13% includes
    some bolt-on M&A;

-- EBITDA margin slowly declining towards 21.5% in 2024 (23.6% in
    2021), due to growth of lower-margin services business;

-- Working-capital cash outflows of around GBP7 million-GBP1
    million per annum to support sales growth;

-- Capex at 3%-4.5% of sales to 2025;

-- Bolt-on acquisitions of around GBP25 million per annum in
    2023-2025; pre-synergy enterprise value (EV)/EBITDA purchase
    multiple of 10x;

-- No shareholder distributions paid.

KEY RECOVERY RATING ASSUMPTIONS

-- Clinigen's recovery analysis is based on a going-concern (GC)
    approach, reflecting the company's asset-light business model,
    which supports higher realisable values in financial distress
    compared with balance-sheet liquidation.

-- Financial distress could arise primarily from material revenue
    contraction following volume losses and price pressure from
    generic pharmaceutical competition, possibly also in
    combination with an inability to provide services and/or
    maintain service capabilities in its key regions.

-- For the GC EV calculation, Fitch estimates an EBITDA of about
    GBP90 million. This post-restructuring GC EBITDA reflects
    organic portfolio earnings post-distress and implementation of
    possible corrective measures.

-- Fitch has applied a 5.0x distressed EV/EBITDA multiple, in
    line with its peer group and would appropriately reflect the
    company's minimum valuation multiple.

-- After deducting 10% for administrative claims, Fitch's
    principal waterfall analysis generated a ranked recovery in
    the 'RR3' band, resulting in an expected senior secured debt
    rating of 'B+(EXP)' for the first-lien EUR/GBP term loans B
    (TLBs), including a GBP75 million secured revolving credit
    facility (RCF), which Fitch assumes to be fully drawn prior to
    distress. The RCF would rank pari passu with the TLBs, with a
    waterfall generated recovery computation (WGRC) output
    percentage of 59% based on current metrics and assumptions.
    For the second-lien TLB, Fitch estimates its recovery in the
    'RR6' band with a WGRC of 0%, corresponding to a 'CCC+(EXP)'
    rating.

RATING SENSITIVITIES

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

-- Successful implementation of the organic growth strategy,
    leading to EBITDA margin sustained at or above 22%; FCF
    margins sustained in the high single digits; total debt to
    Fitch-adjusted EBITDA at or below 5.5x (or FFO gross leverage
    sustained at or below 6.5x); a conservative financial policy,
    with no debt-funded M&A or shareholder distributions

Factor that could, individually or collectively, lead to the
Outlook being revised to Stable:

-- Delayed execution of the organic growth strategy, leading to
    overall EBITDA margin below 21%; FCF margins declining towards
    mid-to-low single digits; a more aggressive financial policy
    leading to total debt to Fitch-adjusted EBITDA sustainably
    above 6.0x

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

-- Unsuccessful implementation of the organic growth strategy,
    leading to overall EBITDA margin falling below 20%; FCF
    margins declining towards low-single digits or zero;
    aggressive financial policy leading to total debt to Fitch-
    adjusted EBITDA sustainably above 7.0x (or FFO gross leverage
    sustained above 8.0x)

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

Low Initial Cash Balance: Pro-forma for the LBO by Triton, Fitch
expects Clinigen's cash balance to be low at less than GBP20
million. However, Fitch projects positive FCF generation at around
GBP20 million-GBP40 million per annum, which will be sufficient to
cover working-capital movements, internal capex and smaller bolt-on
M&As. Clingen will also have a fully undrawn GBP75 million RCF to
support liquidity if needed. Fitch projects a steady cash balance
at around GBP20 million to 2025. It has no significant factoring
facilities or other local debt.

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.

DEBT                               RATING               RECOVERY
----                               ------               --------
Triley Midco 2 Limited

                          LT IDR B(EXP) Expected Rating
Senior Secured 2nd Lien   LT CCC+(EXP)  Expected Rating    RR6
Senior secured            LT B+(EXP)    Expected Rating    RR3


                           *********


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

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

Copyright 2022.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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