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

                          E U R O P E

          Wednesday, April 27, 2022, Vol. 23, No. 78

                           Headlines



C R O A T I A

DIV GROUP: Files for Pre-Bankruptcy Procedure with Zagreb Court


F R A N C E

CASPER TOPCO: S&P Alters Outlook to Positive, Affirms 'CCC+' Rating


I R E L A N D

BROOM HOLDINGS: Moody's Affirms B1 CFR, Alters Outlook to Negative
MULCAIR SECURITIES NO. 3: S&P Assigns BB- (sf) Rating to F Notes


L U X E M B O U R G

4FINANCE HOLDING: S&P Downgrades ICR to 'B-' on Polish Divestment


N E T H E R L A N D S

DOMI 2022-1: Moody's Assigns Caa2 Rating to 2 Tranches
DOMI 2022-1: S&P Assigns B-(sf) Rating to Class X-Dfrd Notes


R U S S I A

SBERBANK: Faces Difficulties, Losses Following Sanctions


S P A I N

NEINOR HOMES: S&P Upgrades ICR to 'B+' on Lower Leverage


U N I T E D   K I N G D O M

BODYFLIGHT LTD: Halts Trading, To Undergo Liquidation
BULB: Paying Millions in Bonuses to Retain Staff Since Bailout
CASTLE UK: Moody's Assigns First Time 'B1' Corporate Family Rating
CASTLE UK: S&P Assigns Preliminary 'B+' ICR, Outlook Stable
DERBY COUNTY FOOTBALL: Administrators to Charge Club GBP2 Mil.

MED24: Primary Care Buys Business Out of Administration
PHILIPS TRUST: May Go Into Administration This Week
SMALL BUSINESS 2019-3: Moody's Ups Rating on Cl. D Notes from Ba1
THAME AND LONDON: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR

                           - - - - -


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C R O A T I A
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DIV GROUP: Files for Pre-Bankruptcy Procedure with Zagreb Court
---------------------------------------------------------------
Annie Tsoneva at SeeNews reports that Croatian privately-owned DIV
Group has filed for a pre-bankruptcy procedure with Zagreb
Commercial Court due to an outstanding debt of HRK41.7 million
(US$5.9 million/EUR5.5 million), local media reported.

According to SeeNews, public broadcaster HRT reported on April 25
considering the importance of the group and its subsidiaries for
the national economy, DIV asked the court to open a case as soon as
possible, and to take a decision to launch a pre-bankruptcy
procedure.

The group is owner of Croatian shipyard Brodosplit.  According to
earlier media reports, DIV's bank account was blocked in mid-April
after the group provided financial support to Brodosplit.

Due to the sanctions imposed on some Russian banks over the Russian
invasion of Ukraine, Brodosplit's access to EUR60 million in
financing from VTB Europe, a Russian-owned bank based in Frankfurt,
for the construction of two ships, has been blocked, SeeNews
relates.  Brodosplit was unable to withdraw in full a loan from VTB
Europe and DIV had to help Brodosplit with its own funding, SeeNews
states.

Thus, DIV invested EUR60 million of own funds in the two vessels,
instead of EUR30 million as planned, exhausting it financially,
state-run Croatian news agency HINA quoted DIV as saying earlier
this month, SeeNews relates.

DIV Group consists of more than 55 companies involved in fastener
manufacturing, shipbuilding, steel structure solutions, diesel and
LNG-powered engine manufacturing, casting, railway infrastructure,
and custom design mechanical parts, with more than 4,000 employees
in 30 countries.  The parent company of the group has 862
employees.




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F R A N C E
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CASPER TOPCO: S&P Alters Outlook to Positive, Affirms 'CCC+' Rating
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on B&B Hotels' parent Casper
Topco to positive from negative and affirmed its 'CCC+' rating on
the group.

The positive outlook reflects the possibility of a one-notch
upgrade over the next 12 months if the group can restore its credit
metrics in line with its base-case assumptions while maintaining
adequate liquidity.

The travel industry has started to recover from the COVID-19
pandemic, with B&B Hotels' operating performance steadily improving
in 2021, although macroeconomic pressures could dampen growth. B&B
Hotels' RevPar was EUR26 in 2021, up about 34% from 2020, and total
revenue increased about 50% to EUR492 million. Budget and economy
hotel operators have been resilient during the pandemic due to
their lower exposure to remote work adoption compared to mid- and
upper-tier brands. European staycation trends have also assisted
the recovery for B&B Hotels, since intercontinental business and
leisure travel has not fully resumed yet. This translated into a
positive trading momentum in first-quarter 2022, with RevPar
recovering to 2019 levels in B&B Hotels' main geographies. S&P
said, "However, we note that performance in Germany still lags 2019
levels due to tougher pandemic-related restrictions in place until
early April 2022. We estimate that B&B Hotels' RevPar will fully
recover to pre-pandemic levels of EUR39 in 2022, with high
vaccination rates and reduced restrictions improving the confidence
of European travelers, who are resuming their business and leisure
plans. We also estimate that the company's total revenue will
increase 75% this year, as demand returns and new hotels opened in
the past two years ramp up. However, inflationary pressure might
squeeze the leisure budgets of B&B Hotels' customers, therefore we
remain optimistically cautious about the recovery in the
hospitality sector."

S&P said, "Leverage and cash flow metrics remained weak in 2021,
but we expect significant improvement in 2022 thanks to RevPar
recovery and integration of new hotels.B&B Hotels' leverage
remained very high in 2021, at 12x with S&P Global Ratings'
adjustments, because earnings only partially recovered and the
group took on additional debt. FOCF after leases and
sale-and-lease-back proceeds was negative EUR30 million, further
pressured by high development capital expenditure (capex) linked to
the growth strategy, with 56 new openings despite the challenging
operating environment. As demand continues to recover and the new
hotels start to contribute to earnings, we expect reported EBITDA
(before operating lease adjustments) including opening and
nonrecurring renovation expenses, to increase to EUR145 million in
2022, from about EUR35 million in 2021, bringing S&P Global
Ratings-adjusted debt to EBITDA to 7.5x-8.0x in 2022, versus 7.6x
in 2019. However, we forecast that FOCF after leases and
sale-and-lease-back proceeds will remain negative by EUR6 million
in 2022, compared with positive EUR10 million in 2019, given capex
is expected to remain high. We understand B&B Hotels is planning
102 openings this year, bringing own-brand hotels operated to
nearly 700. It will also restart delayed refurbishment plans this
year, returning maintenance capex to pre-pandemic levels after two
years of relatively low investments to preserve cash flow."

B&B Hotels' liquidity position remains adequate, thanks to prudent
liquidity management. At Dec. 31, 2021, it had about EUR207 million
of cash on the balance sheet and a fully undrawn revolving credit
facility (RCF) of EUR120 million. The group continued to adopt
prudent liquidity management in 2021, including cost monitoring and
tightened investment criteria on new additions to the network, to
limit cash consumption amid tough conditions. S&P said, "As
operating performance returns, we expect cash flow to improve and
liquidity to remain adequate to repay the amortized
state-guaranteed loans. The group must repay about EUR10 million of
loans this year and about EUR32 million next year. We also expect
it will remain compliant with the French state-guaranteed loan
(PGE) covenant requiring EUR65 million of monthly minimum
liquidity, including undrawn portions of the RCF."

S&P said, "We discontinued our 'CCC+' long-term issuer credit
rating on Casper MidCo SAS.The action follows our assignment of
ratings to Casper Topco, which is the parent company and
consolidating entity of B&B Hotels.

"The positive outlook reflects the possibility of a one-notch
upgrade over the next 12 months. We expect B&B Hotels' operating
performance will continue to recover in 2022, on the back of
revamped demand and successful rollout of its expansion strategy,
such that it will deleverage toward 7.5x-8.0x and report slightly
negative FOCF after leases and sale-and-lease-back proceeds of
about EUR6 million, while maintaining adequate liquidity.

"We could raise our rating if the company performs in line with our
base-case assumptions over the coming 12 months, with a clear path
to deleverage sustainably below 7x in the following 12 months and
generate at least neutral FOCF after leases and divestments, such
that the capital structure proves sustainable in the long term.
This would happen if demand continues to recover and B&B Hotels
successfully completes its expansion strategy. An upgrade is also
contingent on the group maintaining adequate liquidity."

S&P could revise the outlook to stable or consider a negative
rating action in the next 12 months if:

-- The group's operating performance doesn't recover in line with
our base-case assumptions, due to macroeconomic headwinds created
by the Russia-Ukraine conflict in the form of inflationary
pressures reducing leisure travel and/or higher energy bills or new
travel restrictions;

-- FOCF after leases and sale-and-lease-back proceeds is weaker
than anticipated and remains negative for a prolonged period,
weakening the group's liquidity position and putting additional
strain on its capital structure; or

-- S&P sees an increasing probability of specific default events,
such as the likelihood of interest forbearance, a broader debt
restructuring, or debt purchases below par.

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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I R E L A N D
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BROOM HOLDINGS: Moody's Affirms B1 CFR, Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service has changed the outlook on Broom Holdings
BidCo Limited, the holding company of Beauparc Utilities Holdings
Limited, to negative from stable. Concurrently, Moody's has
affirmed Broom's B1 corporate family rating and B1-PD probability
of default rating, as well as the B1 ratings on its senior secured
term loan and credit facilities due 2028.

RATINGS RATIONALE

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects Moody's expectations that Broom's
leverage – defined as Moody's-adjusted gross debt/EBITDA – will
continue to remain above 5x for a sustained period of time.
Although the company's underlying operating performance held up
well during 2021, the incremental debt taken on to finance the
acquisition of B&M, a UK-based player in commercial and industrial
waste, will temporarily re-leverage the balance sheet.

Moody's notes that Broom is yet to publish audited annual accounts;
however, the rating agency understands that Broom's operating
performance during 2021 was solid, as demonstrated by an EBITDA
which was only slightly lower than management's initial budget.
Furthermore, Moody's understand that the underperformance in its
entirety can be ascribed to a shortfall of EBITDA contribution from
numerous revenues and cost optimization initiatives that management
had built in. The base business performed stronger than budget with
in particular the core Irish waste operations exceeding initial
expectations.

Going forward, Broom's EBITDA growth and subsequent deleveraging
will be particularly sensitive to the company successfully driving
EBITDA growth from its numerous initiatives. This against a
backdrop of increased fuel costs and high volatility in gas and
electricity prices, which are putting pressure on some of the
company's operating segments. Over the next 12-18 months, Moody's
would expect Broom to continue to deliver on EBITDA growth, thus
allowing in turn the company's leverage to decline towards 5x
debt/EBITDA by 2023.

RATIONALE FOR THE RATINGS AFFIRMATION

Broom's B1 CFR continues to benefit from (1) its diversification
along the waste value chain and geographic diversification across
Ireland, the UK and, to a lesser extent, the Netherlands; (2) its
leading market position in Ireland waste collection and processing,
with high barriers to entry, as well as a developing regional
market share in the UK's fragmented market; (3) the supportive
regulatory and industry trends where it operates; (4) Beauparc's
track record of solid and increasing margins, as demonstrated by an
EBIT margin of 9.4% in 2020, (5) long-term offtake contracts for
processed fuels and pass-through model for recyclable waste which
reduce commodity price exposure and; (6) a solid liquidity profile
supported by strong free cash flow generation with small
maintenance capex (2-3% maintenance capex/revenues) and no
amortisation on its loan facilities.

At the same time, the B1 CFR is constrained by (1) Broom's high
financial leverage with gross debt to EBITDA (as adjusted by
Moody's) of around 6.0x in 2021, with deleveraging dependent on
future earnings growth; (2) the group's small size, with EBITDA of
EUR106 million in 2021; (3) the exposure of commercial waste
collected volumes to cyclical macro-economic conditions; (4) a
moderate level of waste internalization; (5) increasing capital
expenditure in the next three years to drive earnings growth; (6)
the risk of political intervention; and (7) some degree of event
risk related to future M&A operations.

STRUCTURAL CONSIDERATIONS

The senior secured facilities – including the existing EUR555
million term loan, which will be upsized by EUR90 million to EUR645
million following the supplemental issuance – are rated B1, in
line with Broom's CFR. The facilities are guaranteed by Broom and
subsidiaries representing 80% of consolidated EBITDA. Broom
Investments Limited, Broom's direct parent, grants security to
lenders over the shares it holds in Broom, and Broom and each of
its restricted subsidiaries grant a floating charge over their
assets. Moody's notes that there is a EUR302 million shareholder
loan from Broom Investments Limited to Broom. As part of the
transaction, another EUR30 million of equity will be injected
through the form of a shareholder loan and ordinary equity. Moody's
considers these shareholder loans as equity under its Hybrid Equity
Credit methodology published in September 2018, based on the terms
and conditions as communicated to the rating agency.

LIQUIDITY

Moody's expects Broom's liquidity profile to be good over the next
12 months. Upon refinancing and injection of new equity, which will
be applied to refinance the company's drawn revolving credit
facility (RCF), Broom's liquidity cushion will consist of around
EUR53 million of cash and a EUR120 million undrawn RCF.

Moody's notes, however, that the current volatility observed in
commodity markets – and notably gas and electricity – may
create temporary pressure on liquidity due to margin payments.
Whereas these movements should be limited in view of (1) the
overall small size of Broom's supply segment, and (2) Broom's
continuing hedging policy, Moody's notes that greater volatility
could cause temporary pressure on liquidity.

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

Moody's could stabilize the outlook should Broom be successful in
driving further EBITDA growth so that its leverage moves below 5x.
The ratings could be downgraded if debt/EBITDA remains sustainably
above 5x, or if liquidity deteriorates meaningfully.

Given the negative outlook, upward pressure on the ratings is
currently not anticipated. Nevertheless, Moody's could upgrade the
ratings if Broom reduced its ratio of debt to EBITDA below 4x on a
sustained basis. A potential upgrade would also consider
improvements in the company's scale, diversity across geographies
and waste streams, as well as level of waste internalisation.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in April 2018.

Broom Holdings BidCo Limited, headquartered in Dublin, is the
holding company that owns 100% of the shares in Beauparc Utilities
Holdings Limited (Beauparc), an Irish waste management company
involved in the collection and processing of waste in Ireland and
in the UK. In June 2021, Macquarie Infrastructure and Real Assets
(MIRA) announced the acquisition of Beauparc. In 2020, Beauparc
reported revenues of EUR529 million and EBITDA of EUR90 million.

MULCAIR SECURITIES NO. 3: S&P Assigns BB- (sf) Rating to F Notes
----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Mulcair
Securities No. 3 DAC's (Mulcair's) class A, B-Dfrd, C-Dfrd, D-Dfrd,
E-Dfrd, and F-Dfrd notes. At closing, Mulcair issued unrated class
G, Z, and X notes.

S&P said, "Our ratings address the timely payment of interest and
the ultimate payment of principal on the class A notes. Our ratings
on the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes
address the ultimate payment of interest and principal on these
notes. Our ratings do not address the payment of additional note
payment amounts on the class D-Dfrd, E-Dfrd, and F-Dfrd notes."

Senior fees and interest due on the class A Dfrd notes are
supported by a senior reserve fund, which is fully funded at 2% of
the initial balance of this note class. This reserve can amortize
and has a 1% floor. Other note class interest is supported by the
general reserve fund.

Mulcair Securities No. 3 DAC is a static RMBS transaction that
securitizes a portfolio of EUR347.583 million loans, which
comprises mostly (78.1%) buy-to-let (BTL) and some owner-occupied
mortgage loans secured over residential properties in Ireland, most
of which are now performing after being restructured. They were
originated by the Bank of Ireland, ICS Building Society, and Bank
of Ireland Mortgage Bank (BOIMB). About three quarters of the pool
formed part of Mulcair Securities DAC, which closed in April 2019
and exhibited stable performance during its life.

At closing, the issuer used 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 said, "We consider the issuer to be a
bankruptcy-remote entity, and we have received legal opinions that
indicate that the sale of the assets would survive the seller's
insolvency. Bank of Ireland will act as servicer for all of the
loans in the transaction from the closing date. We have considered
this in light of our operational risk criteria, and it does not
constrain our ratings."

There are no rating constraints in the transaction under S&P's
structured finance sovereign risk criteria.

S&P said, "The documented replacement triggers and collateral
posting framework under the cap agreement will support a maximum
rating of 'AAA' under our counterparty risk criteria. Our review of
the relevant transaction documentation, triggers, and framework is
compliant with our criteria.

"Although the loans in the pool were originated as prime mortgages,
arrears in the portfolio peaked at approximately 44% in 2014,
mainly due to the stressed macroeconomic environment in Ireland.
Since then, arrears have decreased in line with overall mortgage
market trends in Ireland. We attribute this to the improved economy
and to restructuring arrangements implemented by the servicer."

On the closing date, the retention holder acquired an indirect
exposure to all of the class G and Z notes in compliance with its
risk retention requirements.

  Ratings

  CLASS     RATING*     CLASS SIZE (MIL. EUR)

  A         AAA (sf)      265.901

  B-Dfrd    AA (sf)        24.331

  C-Dfrd    A (sf)         12.165

  D-Dfrd    BBB (sf)       17.379

  E-Dfrd    BB+ (sf)        6.952

  F-Dfrd    BB- (sf)        3.476

  G-Dfrd    NR             15.641

  Z         NR              1.738

  X         NR              9.559

Note: This report is based on information as of April 25, 2022.
This report does not constitute a recommendation to buy, hold, or
sell securities.

*S&P's ratings address timely receipt of interest and ultimate
repayment of principal on the class A notes and the ultimate
payment of interest and principal on the other rated notes.
†S&P's ratings do not reflect payment of additional note payment
amounts.
§Credit enhancement includes only subordination.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
Dfrd--Deferrable.




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L U X E M B O U R G
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4FINANCE HOLDING: S&P Downgrades ICR to 'B-' on Polish Divestment
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Luxembourg-based 4finance Holding S.A. (4finance) to 'B-' from 'B'.
The outlook is stable.

S&P also lowered the rating on the senior unsecured debt issued by
4finance S.A. to 'B-' from 'B'. The recovery rating on this debt
remains '3' (50%).

Recent shareholder changes have reduced the risk of sanctions.
4finance sold its Polish subsidiary Vivus Finance to local
management on April 13, 2022, in a pre-emptive move to avoid
sanctions in Poland due to 4finance's ties to a Russian
shareholder. The largest beneficial owner, Ms. Vera Boiko, a
Russian citizen, sold her remaining shares to unrelated investors
on April 13, 2022. S&P notes that Vera Boiko had previously
transferred some of her holdings to Ukrainian family members and a
Swiss foundation, so some ties persist, although it does not expect
any further sanction risks from these minority shareholders.

The divestment of Vivus Finance in Poland, the most profitable
geographic segment in 4finance's online business in 2021,
materially weakens its online business' earnings capacity and
financial key metrics. S&P understands Vivus Finance remains part
of the bond guarantor group for now, but that it will be removed
when Vivus Finance has repaid its loan, before 4finance's bonds
mature. The divestment also adds to the observed volatility in
profitability, which has already made it difficult to reliably
forecast financial metrics over the next 12 months. Before the
Russia-Ukraine conflict started, we expected 4finance to benefit
from economic recovery, gradually supporting leverage metrics and
debt-servicing capacity. S&P now expects the gross debt to EBITDA
of 4finance's online business (excluding Bulgaria-based subsidiary
TBI Bank) to remain above 7x over 2022 and 2023, with its funds
from operations and EBITDA barely covering its interest payments.

Reduced geographic diversification leaves 4finance vulnerable to
further regulatory changes. In 2021, Poland contributed 35% of
4finance's interest income (excluding TBI Bank) and the company
stated a net contribution to adjusted EBITDA of about 20%. This
revenue source will fall away from Q2 2022. S&P said, "Without the
contribution from Poland, as well as Denmark, where 4finance ceased
business in January 2022 due to unfavorable regulation, we expect
the Spanish market to contribute more than 50% of online revenue
over the coming 12 months. The Spanish consumer finance market is
largely unregulated, although we think this is likely to change
over the coming years, not least due to the EU Consumer Credit
Directive. Some regulation around marketing behavior and interest
rate caps could be beneficial for the competitive environment in
Spain, but it also poses a downside risk to this material market
and increases 4finance's vulnerability to regulatory changes. We
understand that 4finance is considering potential acquisitions of
consumer finance business in additional countries. This could
increase diversification and reduce vulnerability to regulatory
developments in single markets over time."

S&P said, "Despite the Polish divestment and shareholder changes,
some related risks remain.Although it is outside the rated
perimeter, we note that the immediate parent company, 4finance
Group, has a 55% stake in Ferrymill Ltd., which owns a
single-payment loan provider in Russia. As a result, we think any
problems in realizing the value of the investment in Russia could
also have a financial impact on 4finance, through the related party
loan."

In the second half of 2021, 4finance extended the related party
loan maturity until 2024. Despite high coupon payments on this
loan, above the cost of bond funding, we see an indirect risk from
the parent's investment in Russia. S&P said, "The EUR30 million
loan to Vivus Finance in Poland pays cash coupons and provides some
diversifying income stream until 2024, but we also note some
remaining indirect risk from the Polish market through the loan.
For now, 4finance will operate without a supervisory board, which
we think is bad governance, although we understand it will be
re-established over the next few months. We will monitor how the
new ownership structure shapes the company's future strategy. For
example, it is possible that the company will make changes to its
holding structure and sell its Russian investment."

S&P said, "We expect TBI Bank to support 4finance's future cash
flows.We continue to treat TBI Bank as an equity affiliate of
4finance, so we deconsolidate its financials. We capture expected
dividend payments and funding benefits for bondholders in our
analysis of 4finance, but we see limited benefit beyond this. We
incorporate an annual cash dividend payment of EUR15 million to be
paid from 2022, after 4finance stopped making payouts during the
pandemic as per European Central Bank guidelines. The recent
changes in ownership could somewhat delay the dividend approval
process.

"TBI Bank's regulated status prevents 4finance from extracting
additional capital and liquidity, such that we assess TBI Bank as
insulated from 4finance. We exclude TBI Bank from our recovery
analysis because the potential realization value is highly
uncertain. Although TBI Bank is not part of the bond guarantor
group, 4finance's bondholders would likely have access to TBI Bank
shares in the event of default. That said, 4finance could sell TBI
Bank before a default. Furthermore, in a hypothetical default of
4finance, the value of TBI Bank could be impaired; as a result, we
do not reflect it quantitatively in our recovery analysis.

"The stable outlook reflects our expectation that 4finance will
benefit from the economic recovery in its relevant markets through
better business prospects, while downside risks from economic
uncertainty and regulation will persist over the coming 12
months."

A negative rating action could result from a material increase in
impairment costs, weaker business prospects in Spain from
tightening regulation, or a deteriotation of financial performance
at TBI Bank.

A positive rating action is remote and would require a material
improvement in our leverage metrics, with gross debt to EBITDA
improving to below 5x on a sustainable basis. S&P could also
consider an upgrade if regulatory risks became less pronounced,
leading to more visibility for 4finance's business prospects. An
upgrade would also depend on a stronger governance structure
placing more emphasis on bond investors versus shareholders.

Company Description

4finance is an online provider of small consumer loans. The company
operates in seven core markets across Scandinavia and Central and
Eastern Europe. It offers short-term single-payment loans,
installment loans, and lines of credit to subprime and near-prime
borrowers through an automated and data-driven approval process.
4finance also owns TBI Bank, which provides product diversification
into longer-term installment loans and loans to small and midsize
enterprises, but whose cash flows are not directly available to
4finance, due to banking supervision. S&P therefore deconsolidates
TBI Bank from the consolidated financials. As of December 2021,
4finance Group had net receivables of EUR658 million million, of
which TBI Bank accounted for about 74%.

S&P said, "The senior unsecured bonds issued by 4finance S.A. have
an issue rating of 'B-'. The recovery rating is '3', reflecting our
expectations of meaningful recovery (50%-70%; rounded estimate:
50%) in the even of payment default.

"Although we acknowledge the current value of TBI Bank to
bondholders, we do not reflect it quantitatively in our recovery
analysis. We treat TBI Bank as a restricted subsidiary and not a
member of the 4finance bondholder guarantor group. In theory,
4finance could monetize TBI Bank without repaying the existing
debt.

"In our hypothetical default scenario, we assume that a default on
4finance's debt obligations would most likely occur as a result of
financial pressures caused by adverse regulatory changes,
operational issues, and a pronounced increase in customer defaults
on loan repayments.

"We value the 4finance group as a going concern, given the group's
relatively strong business model as the largest online provider of
small unsecured loans in Europe."

-- Simulated year of default: 2024
-- EBITDA at emergence: EUR45 million
-- Implied enterprise value multiple: 4x
-- Jurisdiction: Luxembourg
-- Gross enterprise value: EUR182 million
-- Net enterprise value available to creditors: EUR173 million
-- Senior unsecured debt claims: EUR319 million
    --Recovery expectations: 50%-70% (rounded estimate: 50%)

Note: All debt amounts include six months of prepetition interest.




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DOMI 2022-1: Moody's Assigns Caa2 Rating to 2 Tranches
------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
Notes issued by Domi 2022-1 B.V.:

EUR298.5M Class A Mortgage Backed Floating Rate Notes due April
2054, Definitive Rating Assigned Aaa (sf)

EUR13.3M Class B Mortgage Backed Floating Rate Notes due April
2054, Definitive Rating Assigned Aa1 (sf)

EUR8.3M Class C Mortgage Backed Floating Rate Notes due April
2054, Definitive Rating Assigned Aa3 (sf)

EUR8.3M Class D Mortgage Backed Floating Rate Notes due April
2054, Definitive Rating Assigned Baa1 (sf)

EUR5M Class E Mortgage Backed Floating Rate Notes due April 2054,
Definitive Rating Assigned Caa2 (sf)

EUR10M Class X Mortgage Backed Floating Rate Notes due April 2054,
Definitive Rating Assigned Caa2 (sf)

Moody's has not assigned a definitive rating to the EUR100 Class Z
Notes due April 2054.

RATINGS RATIONALE

The Notes are backed by a static pool of Dutch buy-to-let ("BTL")
mortgage loans originated by Domivest B.V. ("Domivest"). This
represents the fifth issuance of this originator.

The total provisional portfolio as of January 31, 2022 is EUR350.8
million, from which the securitized pool of around EUR333.310
million is randomly selected at closing (the balance being retained
by Domivest). The Reserve Fund is funded at 0.75 % of the Notes
balance of Class A at closing with a target of 1.5% of Class A
Notes balance until the step-up date. The total credit enhancement
for the Class A Notes at closing will be roughly 10.5% in addition
to excess spread and the credit support provided by the reserve
fund.

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

According to Moody's, the transaction benefits from various credit
strengths such as a static portfolio and an amortising reserve fund
sized on aggregate at closing at 0.75% of Class A Notes' principal
amount. However, Moody's notes that the transaction features some
credit weaknesses such as a small and unregulated originator also
acting as master servicer and the focus on a small and niche
market, the Dutch BTL sector. Domivest B.V. with its current size
and set-up acting as master servicer of the securitised portfolio
would not have the capacity to service the portfolio on its own.
However, the day-to-day servicing of the portfolio is outsourced to
Stater Nederland B.V. ("Stater", NR) as subservicer and HypoCasso
B.V. (NR, 100% owned by Stater) as delegate special servicer.
Stater and HypoCasso B.V. are obliged to continue servicing the
portfolio after a master servicer termination event. This risk of
servicing disruption is further mitigated by structural features of
the transaction. These include, among others, the issuer
administrator acting as a backup servicer facilitator who will
assist the issuer in appointing a back-up servicer on a best effort
basis upon termination of the servicing agreement.

Moody's determined the portfolio lifetime expected loss of 2.0% and
Aaa MILAN credit enhancement ("MILAN CE") of 16.0% related to the
mortgage portfolio. The expected loss captures Moody's expectations
of performance considering the current economic outlook, while the
MILAN CE captures the loss Moody's expect the portfolio to suffer
in the event of a severe recession scenario. Expected loss and
MILAN CE are parameters used by Moody's to calibrate its lognormal
portfolio loss distribution curve and to associate a probability
with each potential future loss scenario in the ABSROM cash flow
model to rate RMBS.

Portfolio expected loss of 2.0%: This is higher than the average in
the Dutch RMBS sector and is based on Moody's assessment of the
lifetime loss expectation for the pool taking into account: (i)
that little historical performance data for the originator's
portfolio is available; (ii) benchmarking with comparable
transactions in the Dutch owner-occupied market and the UK BTL
market; (iii) peculiarities of the Dutch BTL market, such as the
relatively high likelihood that the lender will not benefit from
its pledge on the rents paid by the tenants in case of borrower
insolvency; and (iv) the current stable economic conditions and
forecasts in The Netherlands.

The MILAN CE for this pool is 16.0%: This is higher than the
average of other RMBS transactions in The Netherlands mainly
because of: (i) the fact that no meaningful historical performance
data is available for the originator's portfolio and the Dutch BTL
market; (ii) the weighted average current loan-to-market value
(LTMV) of approximately 73.2%; and (iii) the high interest only
(IO) loan exposure (all loans are IO loans after being repaid to
75.0% LTV). Moody's also considered the high maturity concentration
of the loans as more than 79% repay within the same year. Borrowers
could be unable to refinance IO loans at maturity because of the
lack of alternative lenders. Furthermore, while Domivest is using
the market value in tenanted status in assessing the LTV upon
origination, Moody's apply additional stress to the property values
to account for the higher illiquidity of rented-out properties when
being foreclosed and sold in rented state in a severe stress
scenario. Due to the small and niche nature of the Dutch BTL market
and the high tenant protection laws in The Netherlands Moody's
consider a higher likelihood that properties will have to be sold
with tenants occupying the property than in other BTL markets, such
as the UK.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
February 2022.

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

Factors that may cause an upgrade of the ratings of the notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.
Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of (a) servicing or cash management interruptions and (b) the risk
of increased swap linkage due to a downgrade of a currency swap
counterparty rating; and (ii) economic conditions being worse than
forecast resulting in higher arrears and losses.

DOMI 2022-1: S&P Assigns B-(sf) Rating to Class X-Dfrd Notes
------------------------------------------------------------
S&P Global Ratings has assigned credit ratings to Domi 2022-1
B.V.'s class A and B-Dfrd to X-Dfrd interest deferrable notes. At
closing, Domi 2022-1 also issued unrated class Z notes.

Domi 2022-1 is a static RMBS transaction that securitizes a
portfolio of EUR350.854 million buy-to-let (BTL) mortgage loans (of
which EUR333.310 million back the securitized notes) originated
between 2020 and Dec. 31, 2021 (with updated balances as of Jan.
31, 2022) secured on properties in the Netherlands. The loans in
the pool were originated by Domivest B.V. between 2020 and 2021. It
is the fifth in the series of Domi RMBS securitizations.

At closing, the issuer used the issuance proceeds to purchase the
full beneficial interest in the mortgage loans from the seller. The
issuer granted security over all its assets in the security
trustee's favor.

Credit enhancement for the rated notes consists of subordination
from the closing date.

The transaction features a general reserve fund to provide
liquidity.

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

  Ratings

  CLASS     RATING*     AMOUNT (MIL. EUR)

  A         AAA (sf)      298.50
  B-Dfrd    AA+ (sf)       13.30
  C-Dfrd    AA- (sf)        8.30
  D-Dfrd    BBB (sf)        8.30
  E-Dfrd    B- (sf)         5.00
  X-Dfrd    B- (sf)        10.00
  Z         NR               N/A

*S&P's ratings address timely receipt of interest and ultimate
repayment of principal on the class A notes, and the ultimate
payment of interest and principal on the other rated notes.
NR--Not rated.
N/A--Not applicable.




===========
R U S S I A
===========

SBERBANK: Faces Difficulties, Losses Following Sanctions
--------------------------------------------------------
Reuters, citing the RIA news agency, reports that Russia's top
lender Sberbank is still trying to fund property developers in
spite of "difficulties and losses" that the sanctioned bank is
experiencing, Deputy Prime Minister Marat Khusnullin said on April
26, the RIA news agency reported.

Mr. Khusnullin gave the first insight into the strain that
unprecedented sanctions against Moscow are putting on the dominant
lender, which has stopped publishing financial reports, Reuters
relates.

According to Reuters, Mr. Khusnullin said banks' financing for
property developers was going badly and that he had discussed the
issue in detail at a meeting with Sberbank CEO German Gref.

"They are now trying, despite the difficulties and losses that they
have, to provide funding," RIA quoted him as saying.  "If
necessary, this means we will look at possible extra
capitalisations and support.  But the key theme is that banks
should provide funding."

The bank, which posted record profits in 2021 of RUR1.25 trillion
(US$17.30 billion), has said it has enough buffers to respond
calmly to external pressures, Reuters notes.

The United States imposed full blocking sanctions on Sberbank
earlier this month, exerting pressure on Russia over what Moscow
calls its "special military operation" in Ukraine, Reuters
recounts.




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

NEINOR HOMES: S&P Upgrades ICR to 'B+' on Lower Leverage
--------------------------------------------------------
S&P Global Ratings raised the issuer credit rating on residential
homebuilder Neinor Homes S.A. to 'B+' from 'B' and the issue rating
on the senior secured notes to 'BB-' from 'B+'.

The stable outlook reflects S&P's expectation that Neinor will
continue to benefit from sustained demand for residential housing
in Spain and could withstand any potential impact from the current
inflationary environment.

S&P said, "Neinor's leverage decreased beyond our previous
forecasts in 2021 and we expect the company to maintain it at this
level. Our rating action reflects the company's reduction in
adjusted debt to EBITDA to less than 5x in 2021 while maintaining
solid EBITDA interest coverage of above 5.0x. The company sold
3,038 units in 2021 versus 1,603 units in 2020 (representing a 90%
increase), boosting its EBITDA and cash flow base. We understand
the company has already presold 80% of its total 2022 deliveries
and 37% of 2023 deliveries are secured, further increasing future
cash flow visibility and predictability. In addition, the company
invested about EUR550 million in land, bringing its total landbank
potential to 17,000 units, including 9,000 units under active
development (build-to-sell [BTS] and build-to-rent [BTR]). This
supports visibility over future deliveries. We have updated our
forecasts and now expect the company to maintain adjusted gross
debt to EBITDA below 5.0x and an EBITDA interest coverage of well
above 4.0x over the next 12-24 months, commensurate with the 'B+'
rating threshold. Furthermore, we do not deduct cash on the balance
sheet from our debt calculation, in line with our criteria for the
rating assessment. However, we note sufficient unrestricted cash on
Neinor's balance sheet of EUR270 million at year-end 2021.

"We expect Neinor will continue to deliver robust operating
performance in 2022 and 2023. Neinor delivered 3,038 units in 2021,
resulting in EUR882 million of revenue and achieving its run rate
objective of about 3,000 units delivered per year. We understand
the sales price has increased by about 3% last year. The company
plans to deliver about 3,000 units per year, including both BTS and
BTR units. We note that the relative contribution of BTS units will
decrease as Neinor grows its rental platform and increases the pace
of BTR deliveries. We expect BTR deliveries to increase to 213
units in 2022 and more than 1,000 units in 2023, with the rest of
the units feeding its BTS pipeline. We therefore expect Neinor's
development activities will continue to generate sizable cash
flows, contributing to the funding of its rental platform and
limiting the recourse to debt financing. We expect Neinor to
continue benefiting from the Spanish residential market's sound
fundamentals. Supportive demographic trends are driving demand for
new housing in the large metropolitan areas of Spain largest
cities, and there is a low supply of new housing units in these
areas. Although we expect tightening credit conditions and current
economic uncertainty will weigh on price growth, we continue to
expect housing prices will increase in 2022 due to the structural
supply-demand imbalance in the Spanish market.

"Cost inflation and supply chain issues remain a key issue for the
industry. In this context, we expect additional pressure on
developers' margins. We expect inflation in Spain to be about 6% in
2022, affecting the costs of 2023 and 2024 deliveries, while having
less of an effect on 2022 deliveries, which are already close to
completion. That said, we think Neinor will be able to partly
offset the cost increase via housing price increases, also
supported by an ongoing undersupply for Neinor products in its
operating markets. We also understand the company builds sufficient
contingencies in its budgeting process and has a long track record
of underutilization of such contingencies, which could absorb part
of the price increase.

The company will likely ramp up its rental platform operations, in
line with its strategy, which should increasingly support stable
cashflows. Neinor pursued the ramping up of its rental platform
operations in 2021, closing the year with 542 units under
operation, representing a total portfolio value of EUR102 million.
Furthermore, the company has launched an additional 671 units,
while 1,300 more are under construction. The company plans to
develop and operate about 4,600 units generating about EUR48
million in rental income in the long term. S&P said, "We view the
revenue diversification strategy as credit positive because we view
residential assets for rent as a defensive asset class that
provides resilient and predictable cash flow, offsetting the more
inherently volatile nature of development activities. In addition,
the Spanish rental market has supportive fundamentals in terms of
demand and limited supply of good quality residential units for
rent on a large scale. This has resulted in increasing
institutional investor interest in the Spanish residential asset
class, with 2021 investments totaling EUR2.1 billion and more than
EUR1 billion in the year to date according to JLL. We understand
that the rental platform will represent about 20% of total EBITDA
in the long term. That said, we have not reflected the company's
long-term plans in our current rating assessment, given the
immateriality of this business line over the next 12-24 months."

S&P said, "The stable outlook reflects our view that Neinor will
continue to generate positive free operating cash flow from its
development business, supported by the high level of presales and
sustained demand for newly built residential units in the main
metropolitan areas of Spain. The stable outlook also reflects our
view that Neinor will continue to benefit from sustained demand for
residential housing in Spain and could withstand any potential
impact from the current inflationary environment.

"We estimate Neinor will maintain S&P Global Ratings adjusted debt
to EBITDA below 5x over the next 12 months, with EBITDA interest
coverage well above 4x and sustained positive FOCF."

S&P could lower its rating if Neinor's operating performance
deteriorated owing to a market downturn with a significant decline
in demand or prices in Neinors' units, or large debt-funded
acquisitions, resulting in:

-- Debt to EBITDA trending toward 5x;
-- EBITDA interest coverage falling below 2x; and
-- Sustained negative FOCF.

A material deterioration of Neinor's liquidity cushion would also
result in a negative rating action.

S&P considers an upgrade as unlikely in the short term, given
Neinor's diversification strategy focusing on capital-intensive
rental platform growth. That said, a positive rating action would
stem from Neinor maintaining adjusted debt to EBITDA below 4.0x and
EBITDA interest coverage in line with our base case while
increasing its EBITDA contribution from rental operations to
further improve its cash flow visibility and resilience.

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 Neinor, mainly
because increasing industry-wide requirements to comply with
environmental regulations, such as restrictions on land usage and
carbon emissions, may weigh on margins. To mitigate the secular
change in industry norms, the company places meaningful attention
on its sustainability efforts as a response to increasing demand
for sustainable buildings from clients, certifying the majority of
its developments, with close to 71% of total deliveries BREEAM
certified since the company was founded."




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

BODYFLIGHT LTD: Halts Trading, To Undergo Liquidation
-----------------------------------------------------
Clare Turner at Bedford Today reports that Bodyflight Ltd at
Twinwoods has ceased trading with all staff made redundant.

An announcement on its website on April 25 confirmed the decision
with a holding page, Bedford Today notes.

The company -- which is just outside of Bedford and is known as
Twinwoods Adventure -- ceased trading on Friday, April 22, Bedford
Today relates.

According to Bedford Today, in a statement from BRI Business
Recovery and Insolvency, a spokesman told Bedford Today:
"Bodyflight Ltd t/a Twinwoods Adventure approached BRI Business
Recovery and Insolvency for assistance in dealing with the
company's financial affairs.

"Various options available to the company were explored, however,
due to circumstances beyond its control, the rescue option was no
longer viable and a board meeting was held on Friday at which the
director took the difficult decision to cease trading.

"It is anticipated the company will be in liquidation early next
month."


BULB: Paying Millions in Bonuses to Retain Staff Since Bailout
--------------------------------------------------------------
Gill Plimmer, Michael O'Dwyer and Jim Pickard at The Financial
Times report that the failed gas and electricity provider Bulb
Energy has been paying millions in bonuses to retain staff since
its GBP1.7 billion government bailout in November, according to
people familiar with the payments.

Bulb was effectively nationalised last year after collapsing with
1.6 million customers, the FT recounts.  That has left the taxpayer
with a bill that, according to official estimates, will reach
GBP2.2 billion by next year, making it the biggest state bailout
since Royal Bank of Scotland in 2008, the FT notes.

The company continues to operate with taxpayer funds while in
special administration as the government tries to find a buyer, the
FT states.  But officials fear a staff exodus could affect its
ability to continue servicing customers, the FT discloses.

According to the FT, hiring replacements would probably be
difficult because of the UK's tight labour market and the
uncertainty surrounding the group.  Around GBP2 million has been
paid in quarterly retention bonuses so far, according to one person
close to the government, the FT notes.

The payments, which are not in the employees' contracts, are being
made to retain key staff, including customer-facing people, to
continue critical operations and to support the attempts to sell
the business, the FT relays, citing two people familiar with the
matter.

The Department for Business, Energy and Industrial Strategy said
the employee retention scheme was needed to "maintain operational
effectiveness and support Bulb's customers whilst the energy
administrators discharge their statutory responsibilities and to
support the process of finding a buyer for the company”, the FT
relates.

The costs will add to the burden on taxpayers of supplier collapses
at a time when energy bills are soaring, the FT says.  It emerged
at a parliamentary hearing last week that Hayden Wood, chief
executive and founder of Bulb Energy, was still being paid the same
GBP250,000 salary he received before the company's rescue, the FT
recounts.

According to the FT, Labour MP Andy McDonald, a member of the House
of Commons business select committee, asked MPs last week whether
it was "morally justifiable" for taxpayers to be paying Wood's
salary.

The company, which had never made a profit since being established
in 2015, owed GBP254 million to customers who had paid for their
electricity and gas in advance when it collapsed last November, the
FT notes.

In March 2020, it recorded a GBP63 million loss despite sales of
GBP1.5 billion, the FT discloses.  However, Mr. Wood and co-founder
Amit Gudka together earned more than GBP8 million from a share sale
in 2018, the FT relays, citing figures first reported by the Sunday
Times.

Bulb was the biggest supplier out of the 29 companies that have
failed since the middle of last year as a result of poor
capitalisation, inadequate hedging and a rise in wholesale gas
prices, the FT notes.

Although millions of customers from other collapsed suppliers have
been transferred to solvent rivals, Bulb was considered too large
so the costs are being borne by taxpayers, the FT states.

Bulb's special administration is being run by the consultancy Teneo
but most of its staff are employed through its parent company
Simple Energy, which is in a separate administration run by
Interpath Advisory, the FT discloses.


CASTLE UK: Moody's Assigns First Time 'B1' Corporate Family Rating
------------------------------------------------------------------
Moody's Investors Service has assigned a first time B1 corporate
family rating and B1-PD probability of default rating to Castle UK
Finco PLC, the indirect parent company of Miller Homes group
(Miller Homes or the company), a UK homebuilder. Concurrently,
Moody's has assigned instrument ratings of B1 to the new envisaged
GBP815 million equivalent backed senior secured notes (the new
notes) split between floating rate notes due 2028 and GBP fixed
rate notes due 2029 to be issued by Castle UK Finco PLC. The
outlook on all ratings is stable.

RATINGS RATIONALE

The new notes together with equity injection by the company's new
owner Apollo and cash on the company's balance sheet will be used
to fund acquisition of Miller Homes from the previous owner,
Bridgestone, fully refinance its existing debt and cover
transaction costs.

The B1 CFR is reflects: (1) Miller Homes' solid track record of
growing the business while maintaining healthy margins; (2)
positive fundamentals of the UK housing market where demand
consistently exceeds supply; (3) Miller Homes' focus on the UK
regions with relatively better affordability rates, providing more
resilience to demand in case of further house price and mortgage
rate increases; (4) its strategic landbank and established land
acquisition strategy which supports sustainable business growth;
(5) solid interest cover of EBIT / Interest above 3x.

The rating is constrained by: (1) relatively smaller scale and
weaker access to capital compared to the larger UK peers, although
with a much closer competitive position in the regions where Miller
Homes is present; (2) potential for shareholder-friendly actions
and potential for higher tolerance to leverage by the new private
equity owner; (3) relatively high opening leverage for the rating
category, as measured by debt to book capitalisation at 65%, which
is however expected to decrease over the next 12-18 months; (4)
macroeconomic and geopolitical uncertainty, which under a downside
scenario may result in significant inflation spikes, decline in
consumer confidence and negative impact on housing market.

Miller Homes' ratings reflect its established market position in
the UK with a gross asset value (GAV) of GBP1.3 billion and a gross
development value of the owned landbank at GBP3.4 billion. The
company delivered 3,849 units in 2021, reporting GBP1,046 million
revenues and GBP208 million EBITDA. As of March this year the
company has also achieved forward sales which represented
approximately 80% of targeted 2022 completions, providing good
revenue visibility and representing strong demand. However, the
company's scale remains below the largest UK homebuilders as each
of the top-3 operators' (Barratt, Persimmon and Taylor Wimpey)
record of approximately 3-4 times more completions per annum and
are able to benefit from greater economy of scale and access to
capital. More positively, the UK housing market remains relatively
local and fragmented and so the company's solid position and
knowledge of its key regions, including Midlands, North and South
England and Scotland, allow it to successfully compete with the
larger players.

The company has had a solid track record of improving and
maintaining its profitability; its 25% reported gross margin is in
line with the largest UK homebuilders. Moody's expects this level
of profitability can be maintained in the long run thanks to the
company's well-executed land acquisition strategy. Its owned and
controlled landbank reserves covers around four years of deliveries
at the 2021 run rate and its strategic landbank covers another 10
years. Miller Homes also benefits from a flexible cost base with
the majority of the contracts including fixed or capped prices for
a period of between 12-24 months, which improves visibility on the
cost side and mitigates this impact on the margins.

Miller Homes' leverage pro-forma for the new notes issuance will be
relatively high for the current rating: debt / book capitalisation
of 65% and Moody's adjusted net debt to EBITDA of 4.4x. However,
Moody's expects that continued growth of profits will allow the
company to de-lever towards 55% and 4x respectively by the end of
2023. Moody's also positively notes Miller Homes' strong interest
coverage as measured by EBIT / Interest which the rating agency
expects to be maintained above 3x over the next 12-18 months.

Despite the company's solid cash flow generation ability as
measured by FFO / debt (approximately 12% pro-forma for the
transaction), the company's free cash flow will likely be negative
in 2022 and remain limited in 2023 due to the company's plans to
accelerate land purchases and development, which however, remains
largely discretionary and should be sufficiently covered from the
company's internal sources.

ESG CONSIDERATIONS

Miller Homes is owned by funds managed by Apollo. Moody's regards
PE ownership structures to be more prone towards more aggressive
financial policies, such as high tolerance for leverage and
potentially high appetite for shareholder-friendly actions.

LIQUIDITY

Moody's considers Miller Homes' liquidity to be adequate. The
group's internal cash sources comprise around GBP114 million of
cash on balance sheet pro forma for the proposed transaction, as
well as funds from operations between GBP100 million and GBP125
million over the next 12 to 18 months. In addition, the company has
got access to GBP180 million super senior revolving credit facility
(RCF), which Moody's expects to remain largely undrawn. All these
funds will comfortably cover all expected cash needs in the next
12-18 months which include the significant planned land purchases
to support business growth.

The company has one springing minimum inventory covenant attached
to the new RCF which is set with significant headroom at closing.

STRUCTURAL CONSIDERATIONS

The new notes are guaranteed by material subsidiaries of the group
which own more than 90% of the group's assets and EBITDA. The notes
are also secured by a floating charge over Miller Homes assets and
share pledges. Moody's assumes a standard recovery rate of 50%,
which reflects the covenant lite nature of the debt documentation.

The B1 instrument ratings of the new notes - in line with the CFR -
reflects the company's capital structure which consists of the
backed senior secured notes as the main class of debt. Moody's also
excludes the land payables from its loss-given-default (LGD) model
which the rating agency uses to determine ranking, because these
obligations are effectively fully covered by the fixed charge over
the respective value of land.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Miller Homes
will continue its track record of organic and profitable growth
while reducing its leverage from current levels and maintain an
adequate liquidity profile over the next 12 to 18 months. The
outlook also reflects Moody's expectation that the UK housing
market conditions will remain positive with demand exceeding supply
and gradual increase in house prices.

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

Moody's could upgrade the company's rating if: (1) revenue grows
above $2.5 billion while the company maintains a gross margin
around current levels; (2) Debt to book capitalisation is sustained
below 45%, with net debt to EBITDA below 3x; (3) EBIT interest
coverage improves to above 4x; and (4) stable economic and
homebuilding industry conditions in the UK remain. An upgrade would
also require Miller Homes to generate strong free cash flow while
maintaining a good liquidity profile.

Downward pressure could materialise if (1) debt to book
capitalisation is sustained well above 60% or net debt to EBITDA
does not decrease towards 4.0x over the next 18 months; (2) EBIT /
interest decreases sustainably below 3x ; (3) gross margin falls
meaningfully below current levels; (4) Miller Homes fails to
maintain an adequate land bank in line with current levels; (5) the
company uses debt to fund substantial land purchases, acquisitions
or shareholder distributions; or (6) the company's liquidity
profile deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Homebuilding
And Property Development Industry published in January 2018.

PROFILE

Miller Homes is a UK homebuilder. The company delivered 3,849 units
in 2021, generating GBP1,046 million of revenue and GBP208 million
of EBITDA. The company is headquartered in Edinburgh and operates
Midlands, South and North of England as well as in Scotland. The
company is owned by Apollo funds which acquired it from Bridgestone
in December 2021.

CASTLE UK: S&P Assigns Preliminary 'B+' ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term preliminary issuer
credit rating to Castle UK Finco (Castle). S&P also assigned its
'B+' preliminary issue rating, with a recovery rating of '4', to
the developer's proposed GBP815 million senior secured notes.

The stable outlook on Castle reflects its solid cash flow supported
by an EBITDA margin of about 19%, prudent working capital
management, and our expectation that Castle will sustain a prudent
financial policy entailing no aggressive dividend distributions.

On March 31, 2022, Apollo Global Partners (Apollo) acquired U.K.
homebuilder Miller Homes Group Holdings PLC (B+/Stable/--), and
Castle has become Miller Homes' new holding company.

Following the recent transaction, S&P expects Castle's leverage to
be about 4.0x in 2022 before decreasing to about 3.6x-3.7x in 2023
thanks to robust EBITDA generation on the back of supportive market
conditions.

S&P sad, "Our base case for Castle reflects our view that the
revenue of its operating subsidiary Miller Homes is likely to
exceed pre-COVID-19 pandemic levels in 2022 (see " U.K.-Based
Homebuilder Miller Homes Outlook Revised To Stable On Solid
Recovery In Performance; 'B+' Rating Affirmed," published Sept. 30,
2021). We estimate completions will result in unit volume growth of
about 7% per year in 2022 and 2023 from about 3,800 units in 2021.
Furthermore, we expect Castle to benefit from some positive market
price dynamics in 2022-2023 on the back of a favorable
supply-demand balance, although we think the price increase will be
more modest than a strong increase in the average selling price of
about 5% in 2021. This should result in revenue growth of 5%-7%
annually in 2022-2023 from an approximate GBP1 billion in 2021. At
the end of December 2021, the group's forward sales stood at a
strong GBP665 million, compared to GBP560 million a year
previously. We factor in that Castle has moderate exposure to
government incentives such as the help-to-buy scheme, which
accounted for about 15% of Miller Homes' private reservations in
2021, compared to 36% in 2020. As a result, we forecast that
Castle's EBITDA and cash flows will increase, supporting a
reduction in adjusted debt to EBITDA, pro forma the transaction, to
3.6x-3.7x in 2023 from about 4.0x in 2022, and EBITDA interest
coverage will remain strong at about 4.0x or above.

"We forecast a gradual recovery in margins to pre-pandemic levels,
but cost inflation and supply chain issues are likely headwinds.In
our base case, we expect Castle's EBITDA margin to be about 19% in
the next 12 months (Miller Homes' margin stood at 19.2% in 2021),
supported by positive price dynamics and solid demand. We forecast
increased volatility in the price of various building materials
when demand for materials and logistics capacity exceeds supply. As
a mitigant, Castle generally agrees the price of materials upfront
with major suppliers for the following 12-36 months. The exposure
to import value chain volatility is moderate since Castle procures
about 90% (by value) of materials used through approximately 100
national supply agreements. In December 2021, Miller Homes bought
Walker Timber, a U.K.-based timber frame manufacturer and supply
company that should provide the majority of Miller Homes' timber
kits for its Scottish division in the next few years. We assume
cost inflation will be one of Castle's largest short-term risks.
That said, we think the group has the capacity to accommodate some
cost increases without having a negative effect on the ratings.
Through its land bank management, Miller Homes has historically
been able to offset the pressure on margins. Furthermore, although
Castle operates in a very fragmented, competitive, and volatile
market, we think it has some capacity to pass some of its costs on
to homebuyers given the affordability levels in the regional
markets.

"We forecast that investments in land will largely consume Castle's
operating cash flows, and this will contain the company's capacity
to reduce debt in 2022-2023.As of December 2021, Miller Homes' land
bank comprised 54,391 land plots throughout the U.K., about 22% of
which Miller Homes owned. The owned land bank covered 3.2 years of
supply, and it almost fully covers Castle's deliveries in 2022. In
our base case, Castle will continue to replenish its land bank and
this investment will largely absorb its funds from operations
(FFO). As a result, we expect Castle's adjusted debt--from which we
do not net off the cash balance--will remain broadly stable in
2022-2023 at about GBP820 million. This translates into adjusted
debt to EBITDA of about 4.0x in 2022, declining to about 3.6x-3.7x
in 2023 on the back of increasing EBITDA. Castle's capital
structure pro forma the closing of the transaction will mainly
comprise GBP815 million of proposed senior secured bonds and a
GBP180 million super senior revolving credit facility (RCF) that we
expect to remain undrawn.

"Part of the equity contribution from Apollo will come in the form
of priority shares, which we view as equity, so we do not include
it in our adjusted debt calculation.As part of the transaction,
Apollo downstreamed funds to Castle. Castle then used these funds,
together with the proceeds from the notes, to cover the cash
consideration of the acquisition and to refinance all the existing
debt at Miller Homes' level, which includes about GBP404 million of
senior secured notes after Miller Homes repaid GBP51 million of its
outstanding senior secured notes in November 2021. We understand
that about GBP500 million of the funds downstreamed by Apollo are
in the form of priority stock, which we view as equity. We
understand that the priority stock is stapled to common equity and
has no fixed cash-interest payments. As a result, we exclude these
priority shares from our adjusted debt calculation.

"We view Castle as a financial sponsor-owned company, given
Apollo's controlling ownership. We understand Castle will be the
main debt issuer of the restricted Apollo group. Furthermore, we
understand that four of the group's nine directors will represent
Apollo and there will be only one independent director. The
remaining directors will likely represent the management team. We
understand Apollo is committed to a prudent financial policy, with
no current plans for dividend distributions, which should support
Castle's leverage reduction. We also factor in that incurrence
covenants in the notes' documentation prevent Castle from material
debt increases. However, although it is not in our base-case
scenario, we generally note that a financial sponsor-owned company
could adopt a more aggressive financial strategy, weakening its
credit metrics.

"The final ratings will depend on our receipt and satisfactory
review of all the final transaction documentation of the proposed
senior secured notes. Accordingly, the preliminary ratings should
not be construed as evidence of a final rating. If we do not
receive the final documentation within a reasonable timeframe, or
if the final documentation departs from the materials reviewed, we
reserve the right to withdraw or revise our ratings. Potential
changes include but are not limited to: the utilization of bond
proceeds; maturity, size, and conditions of the bonds; financial
and other covenants; and security and ranking of the bonds.

"The stable outlook on Castle reflects our view that the company
will continue to generate solid cash flow from its homebuilding
operations, supported by an EBITDA margin of about 18%-19%. The
outlook also takes into account Castle's prudent working capital
management, including land procurement, which is in line with
market demand. We anticipate that adjusted debt to EBITDA will be
about 4.0x in 2022, improving to below 4.0x in 2023, and that
EBITDA interest coverage will stand above 4.5x in the next 12
months. Our outlook also reflects our expectation that Castle will
sustain a prudent financial policy with no aggressive dividend
distributions.

"We could lower the ratings if Castle's credit metrics were to
weaken, with adjusted debt to EBITDA significantly above 4x without
the potential for short-term improvement, or EBITDA interest
coverage of 3x or less. This could stem from lower demand for
family houses in the company's operating regions, combined with
significant cash outflows or working capital needs. We could also
lower the ratings if the company's liquidity were to weaken due to
significantly higher working capital outflows than we expect over
the next year, or if Apollo were to impose an aggressive financial
policy, such as through dividend payments.

"The likelihood of an upgrade is remote. However, a positive rating
action could follow a material improvement in the business' scale
and scope. We could also take a positive rating action if the
company's ownership changed such that it was no longer constrained
by a financial sponsor shareholding, along with a tighter financial
policy commensurate with a higher rating."

Environmental, Social, And Governance

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

S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of Castle, since
homebuilders and developers have a material environmental impact
across their value chain, primarily associated with the development
and construction of buildings. Governance factors are also a
moderately negative consideration, since we view financial
sponsor-owned companies with aggressive financial risk profiles as
demonstrating corporate decision-making that prioritizes the
interests of the controlling owners. That said, we understand that
Castle plans to pay no dividends to its shareholders in the next
few years. Social factors are an overall neutral consideration in
our credit rating analysis of Castle."


DERBY COUNTY FOOTBALL: Administrators to Charge Club GBP2 Mil.
--------------------------------------------------------------
Charlie Walker at MailOnline reports that Derby County Football
Club's administrators will charge the club an estimated GBP2
million for their services prompting a furious reaction from Rams
fans.

According to MailOnline, Quantuma have revealed their charges are
higher than expected, during an administration process which has
now lasted seven months.

The club succumbed to a financial crisis in September last year and
since then the administrators have been heavily criticised for the
protracted process they have overseen, MailOnline recounts.

There have been repeated claims that a preferred bidder was due to
be announced, while players were sold and more money borrowed to
help keep the club afloat, MailOnline states.

In the event it has taken until this month to appoint American
Chris Kirchner as the preferred bidder.  His application to take
over Derby is now under consideration by the EFL, MailOnline
notes.

The original estimates for the administrators' costs were around
GBP1.5 million, half a million pounds less than the actual costs
featured in the latest report, MailOnline discloses.

Rams fans have ridiculed some of the reasons given for the high
costs of administration after the eye-watering sums were revealed,
MailOnline relates.

They include unsuccessfully challenging the EFL points deductions
levied against Derby, meeting with supporters' groups and speaking
to the media, according to MailOnline.

Supporters questioned the costs associated with meeting fan groups,
claiming some were held on Microsoft Teams and when they did take
place face to face, attendees were only offered water, MailOnline
relays.

Meanwhile, Mr. Kirchner has been updating supporters about his
attempts to take over the club, MailOnline states.  He told them on
April 21 via his Twitter account that he had submitted information
to the EFL for the owners' and directors' test and the business
plan for running Derby would be sent April 22, MailOnline
discloses.

Mr. Kirchner has said he intends to settle with creditors in line
with the EFL insolvency rules in order to avoid any further points
deductions for the club next season, MailOnline relates.

According to MailOnline, football finance expert, Kieran Maguire,
said the costs of taking over Derby had increased during the
administration process.  As well as the administrators' fees, legal
and other costs would mean the price for exiting administration
would be up to GBP4 million, MailOnline stats.

In addition, he said on Twitter: "MSD Holdings have lent a further
GBP3.5 million to fund the administrators, taking total owed to
GBP24 million.  HMRC total claim is GBP36 million, up from GBP28
million."

                About Derby County Football Club

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


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


MED24: Primary Care Buys Business Out of Administration
-------------------------------------------------------
Maria Davies at LaingBuisson reports that membership-based private
primary care provider (med)24 has been bought by Primary Care
Holdings Ltd immediately after going into administration.

Financial details of the transaction have not been disclosed.

Will Wright and Chris Pole from Interpath Advisory were appointed
joint administrators to the company, which opened its flagship
clinic in central London last March, LaingBuisson relates.



PHILIPS TRUST: May Go Into Administration This Week
---------------------------------------------------
Jeff Prestridge at Financial Mail On Sunday reports that a company
with links to failed funeral plan provider Safe Hands is expected
to go into administration this week, leaving thousands of customers
unsure as to whether their savings are secure.

Estate planning company Philips Trust Corporation (PTC), whose
accounts are overdue, offers will writing services, probate
administration, inheritance tax planning and funeral plans, The
Mail on Sunday discloses.  It also manages trusts on behalf of
clients.

So far, there is no indication that customers' trust funds are
compromised by PTC teetering on the edge of administration, The
Mail on Sunday notes.

Yet in January this year, the Association of Corporate Trustees
trade body found PTC in 'serious breach' of its code of practice
and cancelled its membership, The Mail on Sunday recounts.

PTC was set up by Richard Philip Wells in late 2017.  He is also a
director of SHP Capital Holdings, owner of Safe Hands, which went
bust last month, leaving 47,000 customers with potentially
worthless funeral plans.

As revealed in The Mail on Sunday earlier this month, the trust
fund where Safe Hands' customers' money is held is in deficit,
meaning there is insufficient money to meet the cost of all
funerals promised.  There are more links between PTC and Safe
Hands.  Although Mr. Wells relinquished control of PTC in April
2019, it was taken over by After Today, a company set up by Kay
Collins, who appointed Amber Gormanly as a director of After Today
in April 2019, The Mail on Sunday relays.

Philips Trust stopped taking customers' calls, instructions were
not acted upon, and income payments from trusts suddenly stopped,
according to The Mail on Sunday.  A note on its website says it is
dealing with "significant operational difficulties", The Mail on
Sunday notes.

SMALL BUSINESS 2019-3: Moody's Ups Rating on Cl. D Notes from Ba1
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 2 classes of
notes in Small Business Origination Loan Trust 2019-3 DAC ("SBOLT
2019-3", or the "Issuer"). The rating action reflects the increased
levels of credit enhancement for the affected notes.

GBP22.501M (Current Outstanding Balance GBP14.6M) Class C Notes,
Upgraded to Aaa (sf); previously on Nov 18, 2021 Upgraded to Aa1
(sf)

GBP26.251M (Current Outstanding Balance GBP17.5M) Class D Notes,
Upgraded to Aa2 (sf); previously on Nov 18, 2021 Upgraded to Ba1
(sf)

RATINGS RATIONALE

The rating action is prompted by a significant increase in credit
enhancement for the affected tranches since the last rating action
in November 2021. Scheduled amortisation of principal on the
underlying collateral has been supplemented by high levels of
prepayments on performing loans and elevated levels of excess
spread. Excess spread, which is currently being captured via PDL
mechanisms and used to redeem the outstanding notes, has been
boosted by amounts released from the transaction's amortising
reserve fund as well as recovery amounts on defaulted (or
"re-performing defaulted") assets.

Credit enhancement for the Class C Notes has increased to 75.9% in
April 2022 from 49.5% in October 2021, whilst credit enhancement
for the Class D Notes has increased to 42.2% in April 2022 from
25.2% in October 2021.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its default
probability and recovery rate assumptions for the portfolio
reflecting the collateral performance to date.

The performance of the transaction has been stable since the last
rating action in November 2021. Total delinquencies (30+ day) have
decreased, standing at 15.1% of current pool balance in April 2021
from 16.7% in October 2021. Cumulative defaults currently stand at
13.0% of original pool balance, up from 12.2% in October 2021.

For SBOLT 2019-3, the current default probability is 17.5% of the
current portfolio balance and the assumption for the fixed recovery
rate is 20%. Moody's has maintained its portfolio credit
enhancement of 44.5% which, combined with the revised key
collateral assumptions, corresponds to a CoV of 36.7%.

Increase in Available Credit Enhancement

Sequential amortization and trapping of excess spread led to the
increase in the credit enhancement available in this transaction.

For instance, the credit enhancement for the most senior tranche
affected by the rating action increased to 75.9% in April 2022 from
49.5% in October 2021.

The principal methodology used in these ratings was "Moody's Global
Approach to Rating SME Balance Sheet Securitizations" published in
July 2021.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement and (3) improvements in the credit quality of
the transaction counterparties.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.

THAME AND LONDON: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on U.K.-based hotel operator
Thame and London Ltd. (which operates Travelodge) to stable from
negative, affirmed its 'CCC+' long-term issuer credit rating on the
group, and affirmed its 'CCC+' issue rating on the group's GBP440
million senior secured notes and GBP65 million add-on bonds issued
by TVL Finance PLC.

The stable outlook reflects S&P's view that Travelodge will
maintain adjusted EBITDA margins well above 40% on the back of
continued recovery in earnings.

S&P said, "Travelodge has shown a quicker rebound and lower
leverage in 2021 than our original forecast. Although COVID-19
restrictions significantly limited Travelodge's operations in the
first half of 2021, the group reported solid revenue recovery in
the second half on the back of improved blue collar business demand
and good domestic leisure demand. The group's focus on the more
resilient budget hotel segment allowed it to achieve adjusted
EBITDA of GBP275 million (2020: GBP46 million), which was also
better than our previous forecast, and the adjusted EBITDA margin
improved to 48.5% in 2021 from 16% in 2020. Despite supply chain
pressures affecting the wider hospitality industry, Travelodge
controlled costs thanks to its in-sourced housekeeping model and
supplier relationships. In 2021, the group also benefited from the
temporary reductions in rent of about GBP55 million under the terms
of the Company Voluntary Arrangement and from government support
measures such as business rates, furlough claims, and business
support grants (cumulative positive impact of GBP52 million in
2021). Variable costs were also reduced as a result of hotel
closures and lower levels of occupancy in the first half of 2021.
This allowed the group to generate GBP67 million cash flow from
operations in 2021, and adjusted debt to EBITDA remained at 11.6x
in 2021 on the back of its improving operating performance.

"We think Travelodge's revenue per available room (RevPAR) will
return to 2019 levels this year.We expect slower recovery in the
Central London area, 15% below 2019 levels, will offset steady
recovery in the Greater London area and other key cities. We
forecast blue collar business demand and domestic leisure demand
will recover fully in 2022, with a slower recovery in white collar
corporate demand as people return to work in the U.K. We expect
support will also come from new capacity coming onstream, with six
new planned hotel openings during 2022 and a further 15-20 new
openings in 2023. Travelodge's EBITDA margin continues to benefit
from its direct distribution model and strong supplier
relationships, although we expect significant inflationary cost
pressures to dilute margins in 2022-2023. In 2022, we expect key
performance metrics including occupancy rate and like-for-like
RevPAR to be broadly in line with 2019 levels. We forecast revenue
to be GBP705 million-GBP725 million in 2022, with adjusted EBITDA
of GBP285 million-GBP300 million, leading to an EBITDA margin of
40%-41%.

"We expect Travelodge's cash generation to remain constrained in
2022 before recovering from 2023 onward.For 2022, we project that
FOCF after lease payments will be negative GBP70 million-GBP75
million because we expect the year-end working capital position to
reverse by GBP15 million-GBP20 million after an inflow in 2021. We
expect capital expenditure (capex) of GBP70 million-GBP80 million
as the group invests in its capital refit program to modernize its
hotel portfolio. We expect the 2022 cash flow metrics to be below
2019 levels and recover only by 2023 due to significant cost
headwinds. We expect inflationary cost pressures such as increased
rents, higher wages owing to 6.6% increase in the National Living
Wage and a 1.25% increase in employer National Insurance
contributions, and the phasing out of government support measures
will exert downward pressure on the EBITDA margin. We forecast this
will significantly reduce to 40%-41% in 2022 (compared to a
pre-pandemic historical average of 46%) before only slightly
recovering to 42%-43% in 2023 thanks to operational cost savings.

"Travelodge faces high debt burden in the form of substantial
financial leases in an increasing inflationary environment,
resulting in neutral to negative FOCF after leases.At the end of
March 2021, Travelodge had approximately GBP154 million of cash on
the balance sheet. We expect the company will end the year with
GBP60 million-GBP70 million of cash. The cash burn in 2022 will
primarily stem from spend on maintenance and development capex,
cash interest commitments of approximately GBP45 million, and
working capital outflow of about GBP20 million due to rent
increases, payment of deferred rents, and business rates. In March
2022, the group repaid GBP8 million under its GBP40 million
revolving credit facility (RCF), which was fully drawn in March
2020, and renegotiated its springing covenant terms under its RCF.
From March 31, 2022 to June 30, 2023, the group will have to comply
with maintenance covenants comprising stepped quarterly net
leverage tests and minimum liquidity covenant tests. We expect
Travelodge's headroom under the covenants to be tight, with a
forecast that the group will find it difficult to meaningfully
reduce its financial leverage. Travelodge has substantial finance
lease obligations of GBP2.4 billion compared to total debt of
GBP3.2 billion and a relatively high fixed cost base with lease
rent obligations of GBP220 million-GBP230 million per year.
Furthermore, the group faces an increased financial debt burden due
to an additional GBP60 million of super senior term loan availed in
November 2020. We think the group's performance is sensitive to
minor changes in occupancy and average room rates. In our opinion,
Travelodge may not be able to absorb high-impact, low-probability
adversities, even factoring in capital spending cuts and asset
sales.

"The stable outlook reflects our view that Travelodge will
experience modest EBITDA growth, counterbalanced by operating cost
pressures. As a result, we forecast adjusted debt to EBITDA of
about 10.0x-11.0x and adjusted EBITDA interest coverage of about
1.5x for 2022. We think Travelodge has sufficient liquidity to
meets its upcoming obligations for the next 12 months."

S&P could lower the rating on Travelodge if it foresaw:

-- Macroeconomic uncertainty, which could arise from the
geopolitical conflict between Ukraine and Russia, higher inflation,
or higher fuel costs that could jeopardize recovery in the
hospitality sector;

-- Trading performance that is materially weaker than our
base-case forecast, resulting in material cash burn;

-- A material weakening of liquidity as a result of significantly
negative FOCF;

-- Events such as debt restructuring, interest deferrals,
distressed debt exchange, or default to be likely within the next
12 months;

-- A risk of potential breach in the maintenance covenants; or

-- Further U.K. local restrictions or lockdowns due to new
COVID-19 variants.

S&P said, "We consider an upgrade a remote possibility given the
material finance leases in the capital structure and the additional
GBP60 million term loan in the capital structure, cost headwinds,
and significant inflationary pressures facing the wider U.K.
economy." However, S&P would consider an upgrade if it foresaw:

-- A steady improvement in the U.K. economy, including GDP and
unemployment levels, leading to rising RevPAR and occupancy rates
significantly above its base case;

-- Strong cost management by Travelodge such that the group's
adjusted EBITDA interest coverage trends comfortably above 1.6x on
a sustainable basis; and

-- Material reported FOCF of over GBP50 million per year.

An upgrade would be contingent on Travelodge maintaining at least
adequate liquidity with adequate headroom in its covenants
reflecting 15%-20% headroom.

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



                           *********


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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