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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, May 5, 2022, Vol. 23, No. 84

                           Headlines



F I N L A N D

CITYCON OYJ: Fitch Lowers LongTerm IDR to 'BB+', Outlook Stable


G E O R G I A

BANK OF GEORGIA: Moody's Affirms 'Ba2' Long Term Deposit Rating


G E R M A N Y

AVS HOLDING: EUR100M Term Loan Upsize No Impact on Moody's B2 CFR


I R E L A N D

HENLEY CLO VII: Fitch Assigns 'B-' Rating to Class F Debt


I T A L Y

COMWAY SPV: S&P Puts CCC+ Repack Law 130 Notes Rating on Watch Pos.
KEPLER SPA: Moody's Assigns B3 CFR & Rates New EUR345MM Notes B3
KEPLER SPA: S&P Assigns Preliminary 'B-' ICR, Outlook Stable


L U X E M B O U R G

COLOUROZ MIDCO: Moody's Confirms Caa1 CFR, Alters Outlook to Pos.
PETRORIO LUXEMBOURG: Moody's Affirms B1 Rating, Outlook Now Pos.


N E T H E R L A N D S

PLAYA RESORTS: Moody's Hikes CFR & Senior Secured Term Loan to B3


P O L A N D

ZABRZE CITY: Fitch Retains 'BB' LongTerm IDRs on Watch Negative


R U S S I A

RUSSIA: Averts Foreign Debt Default for Now Amid Sanctions


U K R A I N E

INTERPIPE HOLDINGS: Fitch Lowers LongTerm IDR to 'CCC-'
[*] UKRAINE: Foreign Aid to Ensure Central Bank Reserve Stability


U N I T E D   K I N G D O M

BLEIKER'S SMOKE: Aldi Contract Loss Prompts Administration
CASTLE UK FINCO: Fitch Gives First Time 'B+' IDR, Outlook Stable
CHELSEA FC: At Risk of Administration if Abramovich Calls in Debt
DURISOL: Enters Administration, Put Up for Sale
YM GROUP: Walstead Group Acquires Most Assets

[*] UK: Study Finds Serious Concerns Around Football Finances

                           - - - - -


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F I N L A N D
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CITYCON OYJ: Fitch Lowers LongTerm IDR to 'BB+', Outlook Stable
---------------------------------------------------------------
Fitch Ratings has downgraded Citycon Oyj's Long-Term Issuer Default
Rating (IDR) to 'BB+' from 'BBB-', its senior unsecured rating to
'BB+' from 'BBB-' and its subordinated debt rating to 'BB-' from
'BB'. The Outlook on the IDR is Stable.

Fitch has removed all the ratings from Under Criteria Observation
(UCO), on which they were placed on December 2, 2021, following the
publication of the agency's updated Parent and Subsidiary Linkage
(PSL) criteria. Fitch's assessment of Citycon's Standalone Credit
Profile remains unchanged at 'BBB-'.

Fitch has changed its approach to rating Citycon and now includes
the parent and subsidiary linkage with its majority owner (52%)
Gazit Globe Ltd. Assessed under the updated PSL criteria, Citycon's
IDR is constrained at two notches above the consolidated profile of
Gazit and Citycon. This notching reflects 'insulated' access and
control characteristics including its board independence; its
separate listing in Finland's high regulation environment; minority
protections; and Citycon's independent funding and cash
management.

However, Citycon's legal ring-fencing provisions do not fulfil the
PSL's criteria of strict "long-dated public financing documents,
limiting dividends, upstream guarantees and intercompany lending,
explicitly designed to support Citycon's profile". Fitch's
assessment of legal ring-fencing is therefore 'porous' leading to
the above consolidated profile plus two notches for Citycon's IDR.

Citycon's listing requirements including disclosures on
related-party transactions, and private bank financing restricts
on-lending, but the company's board representation can change and,
with a potential minimum two directors independent of the
significant shareholder out of an eight-person board, financial
policies could change to the detriment of Citycon's creditors.

KEY RATING DRIVERS

Stronger Linkage with Gazit: Gazit Globe Ltd's (Gazit) ownership
has increased to 52% following the Citycon-initiated share
repurchases. This followed the reduced ownership stake of Canadian
pension fund CPPIB and the end of the shareholder agreement between
Gazit and CPPIB. Gazit has a weaker financial profile than
Citycon.

PSL Assessment: Fitch rates Citycon on a consolidated plus two
notches approach under its PSL criteria. Fitch has assessed
Citycon's legal ring-fencing as 'porous' based on self-imposed
restrictions, which include less restrictive 65% loan-to-value
(LTV) type bond covenants and restrictions on intercompany lending
in private funding documents but does not limit dividends, prohibit
a change in financial policy, a change in board composition, or
restrict a further increase in Gazit ownership (via change of
control clauses).

Fitch has assessed access and control as 'insulated' including
Citycon's board independence (currently six out of eight members),
separate listing in a high-regulation environment with protections
for minorities, the large minority ownership (48%), and Citycon's
independent funding and cash management.

Lippulaiva Development Completed: In April 2022, Citycon completed
Lippulaiva, its key development project. The centre, in the
Helsinki area, illustrate the type of mixed-use, well-connected,
necessity-based urban centre Citycon targets. Lippulaiva is
expected to add EUR21 million in annualised net rental income when
fully let and was 90% pre-let at opening.

The medium-sized 44,000 sq m centre includes 45% food retail
(Prisma, K-Supermarket and Lidl) and 11% public-sector and
healthcare tenants in addition to cafes, restaurants and services.
The centre includes office and residential components and is well
connected by public transport. These residential projects will be
Citycon's first in-house residential development in line its
mixed-use strategy to increase its share of residential.

Operational Recovery: Citycon's operating performance gradually
improved during 2021 with tenant sales growing 3.8% and 7.6% in
4Q21 which more than offset a 1.6% yoy decline in footfall despite
the 2020 comparator being largely unaffected by the pandemic in
1Q20. In 4Q21, footfall increased by 8.2% and the end-2021
occupancy rate improved to 94.2%. The rental market has not yet
fully recovered and like-for-like rental growth was negative in all
regions for 2021. Citycon benefits from exposure to necessity-based
tenants, such as grocery, and some public-sector tenants.

Continued Non-Core Disposals: Fitch expects Citycon to continue to
sell non-core assets in line with its strategy to concentrate on
medium to large-size assets and recycle capital from smaller
centres into mixed-use development and redevelopment projects and
residential. In 1Q22, Citycon completed the sale of two centres in
Norway (Buskerud and Magasinet) for EUR145 million confirming its
latest appraised book value. The centres were sold at a 5.2% yield.
This follows a total EUR253 million of disposals during 2021, of
which EUR69 million was used to repurchase shares.

High Cash Flow Leverage: End-2021 net debt/EBITDA leverage remained
elevated at 12.4x (end-2020: 12.2x) including the pandemic's impact
on rental income. Fitch forecasts Citycon's standalone leverage to
improve to 10.4x in 2022 (using annualised rents) driven by the
completion of its key development project Lippulaiva and trend
towards 10x. This includes Fitch's expectations for Citycon to
balance developments by asset disposals. Management targets an LTV
ratio of 40%-45% which is consistent with this leverage profile.
Fitch expects the EBITDA net interest cover to remain comfortable
at about 3x.

Portfolio Focused on Capital Cities: Citycon's sizeable retail
property portfolio (EUR4.4 billion at share) is pan-Nordic, which
provides geographical diversification across five countries
including Estonia. Most assets are in the growing Nordic capital
regions or in the second-largest city in each country (e.g.
Gothenburg, Tampere and Bergen), which have higher disposable
income per capita than their country average and benefit from
urbanisation.

The assets are typically grocery-anchored shopping centres, with a
lower weighting in fashion and a broader necessity-based retail
offer rather than a "destination" venue, and good access to public
transport. The country mix consists of stable highly rated
countries with positive growth prospects.

DERIVATION SUMMARY

Citycon has a sizeable retail property portfolio, although smaller
than higher-rated Unibail-Rodamco-Westfield SE (IDR:
BBB+/Negative), Hammerson plc (IDR: BBB/Negative) or The British
Land Company PLC (IDR: A-/Stable). Its shopping centres are
convenience, grocery-led (grocery-anchored) assets similar to IGD
SIIQ S.p.A. (IDR: BBB-/Stable) rather than the destination shopping
centres of the type Unibail and Hammerson primarily own. Many are
adjacent to transport hubs to benefit from high footfall, but not
all visitors will be weekend high-spend consumers.

Citycon's portfolio is in more developed countries with higher
disposable income per person than eastern European peers, such as
Atrium European Real Estate Limited (IDR:BB/Rating Watch Negative)
or NEPI Rockcastle plc (IDR:BBB/Positive).

The group's leverage, which was above 12x in 2021 and should settle
at about 10x in 2024, is higher than Hammerson (below 9x). All
property companies benefit from comfortable interest cover ratios,
as their average cost of debt are low.

Fitch has not applied the one-notch uplift to Citycon's senior
unsecured rating. Its portfolio mix includes smaller and more
regional assets, which are considered less liquid than UK or French
peers where Fitch has applied it.

KEY ASSUMPTIONS

-- No further adverse impact from the pandemic on rental income.
    Reflecting the group's short average lease length and low
    growth in rents, Fitch assumed flat rents for expiring rental
    contracts in 2022 (2023: +0.5%) whereas indexation on the rest

    of the portfolio is assumed as a 1.5% CPI increase.

-- Annualised rental contribution from disposals is deducted from

    rental income in the year they occur to reflect the full
    impact on recurring rental income in year-end net debt/EBITDA
    metrics. An annualised EUR21 million of Lippulaiva rental
    income comes on stream in 2022.

-- Between EUR100 million and EUR150 million of capex a year
    (including Lippulaiva final stages and residential spend)
    partly funded by disposals or other measures. Some excess
    proceeds may be used for debt reduction or accretive share
    repurchases. The company is also able to sell building rights
    on residential developments.

-- EUR5 million of dividends/interest income on shareholder loans

    from joint ventures a year.

-- Cash dividends average 70% of funds from operations.

RATING SENSITIVITIES

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

-- Improvements in the consolidated profile of Gazit and Citycon,

    including reduced consolidated leverage;

-- Stricter ring-fencing provisions (including dividends and
    financial policy metrics) in Citycon's key long-dated public
    finance documents.

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

-- Deterioration in the consolidated profile of Gazit and
    Citycon, including increased consolidated leverage;

-- Examples of weaker ring-fencing provisions in new debt
    including private financing documents;

-- Gazit ownership increasing to 60% (leading to a weaker 'access

    and control' assessment under the PSL criteria);

-- A deterioration in Citycon's Standalone Credit Profile to 'BB'

    driven by net debt/EBITDA rising above 11.5x.

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

Comfortable Liquidity: At end-2021, Citycon had EUR55 million in
cash and EUR500 million in undrawn committed credit facilities
(maturing in June 2024) comfortably covering the next debt maturity
which comprises EUR80 million of bonds maturing in 2023. The
group's average debt maturity increased to 4.2 years at end-2021
from 3.8 years at end-2020 before taking into account the perpetual
hybrid bond. The average cost of debt increased to 2.47% from
2.39%.

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             PRIOR
      ----                     ------             -----
Citycon Oyj             LT IDR  BB+   Downgrade   BBB-

senior unsecured       LT      BB+   Downgrade   BBB-

Subordinated           LT      BB-   Downgrade   BB

Citycon Treasury B.V.

senior unsecured       LT      BB+   Downgrade   BBB-




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G E O R G I A
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BANK OF GEORGIA: Moody's Affirms 'Ba2' Long Term Deposit Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 long-term deposit
and senior unsecured debt ratings and the ba3 Baseline Credit
Assessments (BCAs) of JSC Bank of Georgia (Bank of Georgia) and JSC
TBC Bank (TBC Bank), as well as the Ba3 long term deposit ratings
and b1 BCA of Liberty Bank JSC (Liberty Bank). The rating agency
has also affirmed the Counterparty Risk Ratings (CRRs) of Ba2/NP
and Counterparty Risk Assessments of Ba2(cr)/NP(cr) of the above
mentioned banks. The outlooks on these banks' long-term deposit
ratings were changed to negative from stable.

The rating action follows Moody's decision to affirm Georgian
government's long-term issuer rating of Ba2 and change its outlook
to negative from stable on April 28, 2022.

RATINGS RATIONALE

BANK-SPECIFIC CONSIDERATIONS

TBC Bank

The rating affirmation and change of outlook to negative from
stable reflects the negative outlook on the Georgian government's
issuer rating which would result in a lower ability to support TBC
Bank in the event of a downgrade of the Georgian government's
issuer rating. TBC Bank's Ba2 long-term deposit and senior
unsecured ratings benefit from one notch of support uplift due to
Moody's assessment of high probability of government support
reflecting its systemic importance as the largest bank in Georgia.

The affirmation of the bank's ba3 BCA reflects its (1) adequate
capitalisation, above regulatory requirements and (2) resilient
profitability, underpinned by its dominant position in Georgia.
These strengths are balanced against its (1) elevated credit risks
due to its extensive lending in foreign currency; (2) high deposit
dollarisation and some moderate reliance on non-resident deposits
and incasing market funding although mitigated by adequate
liquidity.

Bank of Georgia

The rating affirmation and change of outlook to negative from
stable reflects the negative outlook on the Georgian government's
issuer rating which would result in a lower ability to support Bank
of Georgia in the event of a downgrade of the Georgian government's
issuer rating. Bank of Georgia's Ba2 long-term deposit and senior
unsecured ratings benefit from one notch of support uplift due to
the bank's systemic importance as the second largest bank in
Georgia.

The affirmation of the bank's ba3 BCA reflects (1) the bank's
adequate capitalisation at levels above the rising regulatory
requirements and (2) its resilient profitability which recovered
strongly during 2021 despite weaking during 2020. These strengths
are balanced against the bank's extensive lending in foreign
currency which could weigh negatively on the bank's capital as most
capital is denominated in local currency.

Liberty Bank

The rating affirmation and change of outlook to negative from
stable reflects the negative outlook on the Georgian government's
issuer rating which would result in a lower ability to support
Liberty Bank in the event of a downgrade of the Georgian
government's issuer rating. Liberty Bank's Ba3 long-term deposit
ratings benefit from one notch of support uplift due to the bank's
importance on distributing state pensions and welfare payments in
the country.

The affirmation of the bank's b1 BCA reflects (1) the bank's solid
liquidity and stable deposit base and (2) its continued efforts to
diversify its business profile towards that of a universal bank
from being a consumer-focused lender. These strengths are balanced
against the bank's somewhat increased operational risk which
continues to weigh negatively on the bank's risk profile and the
lower capital buffers compared to peers.

RATINGS OUTLOOK CHANGED TO NEGATIVE

The outlooks on these banks' long-term deposit ratings were changed
to negative from stable, in line with the negative outlook on the
Georgian Government's long-term issuer rating of Ba2, which is the
support provider for the banks' deposit and senior unsecured
ratings.

The decision to change the outlook on Georgia's Ba2 ratings to
negative reflects the heightened geopolitical event risks from
Russia's ongoing military invasion of Ukraine. While not Moody's
base case, the unpredictability of Russia's strategic intentions in
the region has increased the risk of Georgia being involved in
military conflict notwithstanding the Georgian government's
endeavors to minimize the potential for such military conflict.

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

A downgrade of the credit rating of Georgia would exert downward
pressure on the banks' ratings, in view of the sovereign's weaking
capacity to support banks. The affected banks' deposit ratings
could also be downgraded if their solvency and liquidity were to
deteriorate materially beyond Moody's current expectations amid
further weakening of the operating conditions.

Upgrades of these banks' ratings are unlikely in the next 12 to 18
months given the unfavorable operating conditions in the country
and the negative outlook. However, the ratings could be stabilized
if the operating environment improves, while the banks maintain
their resilient financial performance.

LIST OF AFFECTED RATINGS

Issuer: JSC Bank of Georgia

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed ba3

Baseline Credit Assessment, Affirmed ba3

Short-term Counterparty Risk Assessment, Affirmed NP(cr)

Long-term Counterparty Risk Assessment, Affirmed Ba2(cr)

Short-term Counterparty Risk Ratings, Affirmed NP

Long-term Counterparty Risk Ratings, Affirmed Ba2

Short-term Bank Deposit Ratings, Affirmed NP

Long-term Bank Deposit Ratings, Affirmed Ba2, Outlook Changed To
Negative From Stable

Senior Unsecured Regular Bond/Debenture, Affirmed Ba2, Outlook
Changed To Negative From Stable

Outlook Action:

Outlook, Changed To Negative From Stable

Issuer: JSC TBC Bank

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed ba3

Baseline Credit Assessment, Affirmed ba3

Short-term Counterparty Risk Assessment, Affirmed NP(cr)

Long-term Counterparty Risk Assessment, Affirmed Ba2(cr)

Short-term Counterparty Risk Ratings, Affirmed NP

Long-term Counterparty Risk Ratings, Affirmed Ba2

Short-term Bank Deposit Ratings, Affirmed NP

Long-term Bank Deposit Ratings, Affirmed Ba2, Outlook Changed To
Negative From Stable

Senior Unsecured Regular Bond/Debenture, Affirmed Ba2, Outlook
Changed To Negative From Stable

Outlook Action:

Outlook, Changed To Negative From Stable

Issuer: Liberty Bank JSC

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed b1

Baseline Credit Assessment, Affirmed b1

Short-term Counterparty Risk Assessment, Affirmed NP(cr)

Long-term Counterparty Risk Assessment, Affirmed Ba2(cr)

Short-term Counterparty Risk Ratings, Affirmed NP

Long-term Counterparty Risk Ratings, Affirmed Ba2

Short-term Bank Deposit Ratings, Affirmed NP

Long-term Bank Deposit Ratings, Affirmed Ba3, Outlook Changed To
Negative From Stable

Outlook Action:

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in July 2021.



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G E R M A N Y
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AVS HOLDING: EUR100M Term Loan Upsize No Impact on Moody's B2 CFR
-----------------------------------------------------------------
Moody's Investors Service informs that the B2 corporate family
rating with a stable outlook of European-focused traffic safety
service provider AVS Holding GmbH (Work Zone Safety Group (WZS
Group or AVS)) is unaffected by the proposed EUR100 million upsize
of the guaranteed senior secured term loan B2 issued by AVS Group
GmbH but the ratings remain weakly positioned.

Proceeds from the expected EUR100 million debt add-on will,
together with cash on balance sheet, be used to fund bolt-on
acquisitions, repay drawings under the RCF and pay transaction
fees.

WZS Group continues to complement the organic growth with
acquisitions in the highly fragmented road safety industry. The
company thereby consolidates many small targets which contribute to
the existing density of the network coverage, add new capabilities
or expand into new geographies. Moody's do not expect WZS Group to
deviate broadly from its core geographies. The proposed transaction
will increase leverage to 6.0x Moody's adjusted debt/EBITDA
expected in 2022, assuming that the multiples paid will not lead to
a further deterioration of leverage. While WZS Group is likely to
continue its approach of M&A going forward, Moody's expect leverage
to be within the required range for the B2 rating category in the
next 12-18 months.

Together with the additional term loan, WZS Group proposes changes
to the underlying documentation. The proposed changes include a
change in the reporting of the consolidated financial statements.
Going forward, the company plans to consolidate on the level of
Ramudden Holdco AB, the direct parent of the recent top entity AVS
Holding GmbH. Once approved by the lenders, this change can result
in a change of the corporate family rating to the new entity.

More general WZS Group's B2 corporate family rating (CFR, rated
under AVS Holding GmbH) reflects the company's leading position in
traffic safety services in its core markets of Germany, Belgium,
the UK and the Nordics, and its increased scale following
acquisitions; the group's fully integrated business model, which
includes the manufacturing of mobile barriers but also an
end-to-end service to its clients, including planning, acquiring
relevant permits, building and dismantling the traffic safety
environment as well as ongoing regulatory compliance, presenting
some barriers to entry; and its strong and stable margins, with a
Moody's-adjusted EBITA margin of around 15%.

The rating is constrained by WZS Group's expected high financial
leverage of around 6.0x debt/EBITDA (Moody's-adjusted) expected in
2022, pro forma for the debt-financed bolt-on acquisitions;
improving, yet still relatively weak free cash flow (FCF);
acquisitive business model, which restricts deleveraging and
creates ongoing integration risk; and low diversification in terms
of services and high dependence on public spending programs for
road infrastructure.

Given the ongoing acquisitions WZS Group's rating is weakly
positioned in the B2 rating category. However the rating factors in
Moody's expectation of rapid deleveraging going forward, and
maintains its discipline regarding valuation multiples paid for the
transactions.

The stable outlook reflects Moody's expectation that WZS Group will
be able to generate organic revenue growth at least in the
low-single digits in percentage terms while maintaining high
operating profit margins of well above 15% (Moody's-adjusted EBITA)
over the next 12-18 months.

The stable outlook also reflects Moody's expectation of a gradual
deleveraging to 4.5x-5.5x Moody's-adjusted debt/EBITDA over the
next 12-18 months, mainly driven by moderate profit growth and
positive FCF. Finally, the stable outlook reflects no intention to
pay dividends and Moody's assumption that M&A activities would be
limited to bolt-on acquisitions, which would not increase leverage
beyond the above-mentioned range.

Moody's would consider to upgrade WZS Group's rating if (i)
debt/EBITDA (Moody's adjusted) declined below 4.5x, (ii) EBITA
margin (Moody's adjusted) exceeded 25%, and (iii) RCF/net debt
(Moody's adjusted) exceeded 20%, all on a sustainable basis.

Moody's would consider a rating downgrade if (i) debt/EBITDA
remains above 5.5x, (ii) EBITA margins declined below 15%, or (iii)
free cash flow remains negative. The rating could also be
downgraded if the company's liquidity deteriorated to weak levels.

LIQUIDITY

WZS Group's liquidity is adequate, considering the company's cash
position of EUR113 million and the expectation of positive free
cash flow generation going forward The company has access to a
sizeable and increased EUR140 million revolving credit facility
(RCF). These liquidity sources are well in excess of cash uses for
working cash (estimated at 3% of sales or approximately EUR6
million) and short-term working capital swings.

The RCF is subject to a springing net leverage covenant, tested
when the facility is drawn down for more than 40%. The covenant is
set at 9.31x and Moody's expect the company to retain sufficient
headroom going forward.

COMPANY PROFILE

Headquartered in Germany, AVS Holding GmbH (AVS) is a provider of
traffic safety services in Germany, Belgium, the Nordics and the
UK, and lately North America. In the fragmented highway traffic
safety services segment, the group holds leadership positions in
its core markets. The group generated around EUR570 million in
revenue in 2021 on a pro forma basis. WZS Group is majority owned
by the private equity firm Triton Partners.



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I R E L A N D
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HENLEY CLO VII: Fitch Assigns 'B-' Rating to Class F Debt
---------------------------------------------------------
Fitch Ratings has assigned Henley CLO VII DAC final ratings.

   DEBT             RATING                       PRIOR
   ----             ------                       -----
Henley CLO VII DAC

A XS2445870897      LT  AAAsf     New Rating     AAA(EXP)sf

B-1 XS2445870970    LT  AAsf      New Rating     AA(EXP)sf

B-2 XS2445871432    LT  AAsf      New Rating     AA(EXP)sf

C XS2445871515      LT  Asf       New Rating     A(EXP)sf

D XS2445871606      LT  BBB-sf    New Rating     BBB-(EXP)sf

E XS2445872083      LT  BB-sf     New Rating     BB-(EXP)sf

F XS2445872166      LT  B-sf      New Rating     B-(EXP)sf

Subordinated Notes
XS2445872240       LT  NRsf      New Rating     NR(EXP)sf

TRANSACTION SUMMARY

Henley CLO VII DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans, first-lien, last-out loans and
high-yield bonds. Net proceeds from the issuance of the notes have
been used to fund a portfolio with a target par of EUR400 million.
The portfolio is actively managed by Napier Park Global Capital Ltd
(NPGC). The transaction has a three-year reinvestment period and a
7.5-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 26.72.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 59.9%.

Diversified Portfolio (Positive): The transaction includes four
Fitch matrices, two of which were effective at closing. These
correspond to a top-10 obligor concentration limit at 20%, two
fixed-rate asset limits of 7.5% and 15%, and a 7.5-year WAL. The
other two can be selected by the manager at any time starting from
one year after closing as long as the portfolio balance (including
defaulted obligations at their Fitch-calculated collateral value)
is above the reinvestment target par and corresponds to a top 10
obligor concentration limit at 20%, two fixed-rate asset limits of
7.5% and 15%, and a 6.5-year WAL. The transaction also includes
various concentration limits, including the maximum exposure to the
three -largest Fitch-defined industries in the portfolio at 40%.
These covenants ensure the asset portfolio will not be exposed to
excessive concentration.

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

Cash Flow Modelling (Positive): The WAL used for the transaction's
matrices and stressed-case portfolio analysis is 12 months less
than the WAL covenant at the issue date. This reduction to the risk
horizon accounts for the strict reinvestment conditions envisaged
by the transaction after its reinvestment period. These include,
among others, passing the coverage tests, the Fitch 'CCC' bucket
limitation test and Fitch WARF test, together with a progressively
decreasing WAL covenant. In Fitch's opinion, these conditions would
reduce the effective risk horizon of the portfolio during the
stress period.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings
would result in downgrades of up to four notches.

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

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings would result in upgrades of
up to two notches across the structure except for 'AAA' rated
notes, which are already at the highest rating on Fitch's scale and
cannot be upgraded.

After the end of the reinvestment period, upgrades may occur 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.

DATA ADEQUACY

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

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




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

COMWAY SPV: S&P Puts CCC+ Repack Law 130 Notes Rating on Watch Pos.
-------------------------------------------------------------------
S&P Global Ratings placed on CreditWatch positive its 'CCC+' rating
on Comway SPV S.r.l.'s repack law 130 notes.

The CreditWatch positive placement follows our April 26, 2022,
rating action on Comdata SpA.

In accordance with S&P's "Global Methodology For Rating Repackaged
Securities" criteria, published on Oct. 16, 2012, it has
weak-linked its rating on the repack notes to the lower of:

-- S&P's issue credit rating on the restated debt agreement issued
by Comdata SpA;

-- S&P's issuer credit rating (ICR) on Comdata SpA as fee payer;
and

-- S&P's ICR on BNP Paribas Securities Services (Milan Branch) as
bank account provider and custodian.


KEPLER SPA: Moody's Assigns B3 CFR & Rates New EUR345MM Notes B3
----------------------------------------------------------------
Moody's Investors Service has assigned a B3 corporate family rating
and B3-PD probability of default rating to Kepler S.p.A.
("Biofarma" or "the company"), the top entity of Biofarma's
restricted group, following the planned refinancing. At the same
time, Moody's has assigned a B3 instrument rating to Biofarma's new
EUR345 million guaranteed senior secured floating rate notes (FRNs)
due 2029. The outlook on all ratings is stable.

On March 22, funds managed by Ardian and Victoria, in partnership
with management, have acquired Biofarma for an enterprise value of
EUR1,170 million. Proceeds of the new guaranteed senior secured
FRNs, along with EUR877.7 million of shareholder funding (of which
EUR37.5 million represents a vendor loan and EUR106 million
representing payment-in-kind (PIK) notes), will be used to fund the
acquisition, including the payment of transaction-related fees and
expenses and EUR17 million of cash overfunding that will be kept on
balance sheet.

RATINGS RATIONALE

The B3 rating reflects Biofarma's leading position in the European
contract development and manufacturing organization (CDMO) niche
segment of nutraceuticals with an specific expertise inprobiotics;
the company's broad product offering across several dosage forms
and good technological capabilities; some barriers to entry and the
company's good track record in terms of quality and reliability,
which are two important social considerations that are key in the
industry; and the company's strong R&D and regulatory capabilities
that has allowed Biofarma to form longstanding relationships with
its main customers.

Conversely, the rating is constrained by the company's small scale
with high geographic concentration in Italy where 55% of revenue is
derived, and with some customer concentration as the top two
customers represent around 22% of revenues; its high financial
leverage with a Moody's-adjusted gross leverage of 6.6x for the
last twelve months to March 2022 and pro forma the new capital
structure with deleveraging dependent on earnings growth; its
limited free cash flow (FCF) generation because the agency
considers the sector requires high levels of capex spending; and
execution and integration risks related to potential future
acquisitions, given the fragmented nature of the sector and the
company's history of being a consolidator in the nutraceutical
segment, which could delay deleveraging.

Under its ESG framework, Moody's regards the company's high
tolerance for leverage as a governance risk.

Moody's expects Biofarma's revenue will grow in the low-double
digits in percentage terms over the next two years. Growth will be
mainly driven by the agency's expectations of sustained market
growth, the launch of five new product projects in 2022, continued
penetration of the company's current product portfolio, and
cross-selling opportunities from its latest acquisition of
International Health Science (IHS).

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Biofarma's
operating performance will continue to be strong over the next 12
to 18 months, allowing earnings growth, and that Moody's adjusted
gross debt will improve to below 6x by end-2022. The outlook
assumes that the company will not undertake any major debt-funded
acquisitions or shareholder distributions.

LIQUIDITY

Moody's expects Biofarma will have adequate liquidity over the next
12-18 months, supported by cash balances of EUR16.5 million pro
forma the transaction, access to its super senior revolving credit
facility (SSRCF) of EUR60 million, which Moody's expects to be
undrawn at closing, annual Moody's adjusted FCF of around EUR5-10
million, and no debt maturities until 2028.

Under the loan documentation, the SSRCF lenders benefit from a
springing super senior net leverage covenant of 1.35x tested only
when the RCF is drawn by more than 40%. Moody's anticipates that
the company will have significant capacity against this threshold
if tested.

STRUCTURAL CONSIDERATIONS

The PDR of B3-PD reflects Moody's assumption of a 50% recovery rate
for covenant-lite debt structures. The B3 rating of the guaranteed
senior secured floating-rate notes due in 2029 is in line with the
B3 CFR, reflecting their positioning in the capital structure, with
only the EUR60 million SSRCF ranking ahead of them.

The top entity of the restricted group is Kepler S.p.A., the issuer
of the guaranteed senior secured floating-rate notes. All debt
instruments share the same collateral package on first and second
priority. In particular, the debt instruments benefit from
guarantees by the parent company and significant subsidiaries,
which must represent at least 80% of consolidated EBITDA.

Shareholder funding in the restricted group is in the form of
equity. Additionally, there are EUR106 million of PIK notes and a
EUR37.5 million vendor loan issued outside of the restricted group,
which have not been taken into consideration in Moody's calculation
of leverage metrics.

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

Upward rating pressure could materialize if Biofarma increases its
scale and geographic diversification, while maintaining good
operating performance; and if its Moody's-adjusted leverage
decreases below 5.5x on a sustained basis supported by a prudent
financial policy, and its Moody's-adjusted FCF is positive and
liquidity remains adequate.

Downward rating pressure could develop if industry fundamentals
become less favorable and Biofarma's operating performance
deteriorates, leading to below-market revenue growth and
significant margin deterioration; or if the company's
Moody's-adjusted leverage remains above 6.5x; or if its
Moody's-adjusted FCF is consistently negative and liquidity
weakens; or if the company embarks on significant debt-funded
acquisitions or shareholder distributions.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Biofarma is the leading European player in the niche CDMO segment
of nutraceuticals and probiotics, specialized in the development,
production and distribution of nutraceuticals, medical devices and
cosmetics, with four production sites in Northern Italy. The
company serves more than 500 customers, mainly in Italy and the
rest of Europe. The company generated pro forma revenue of EUR233
million and a company-adjusted EBITDA of EUR57 million in 2021, and
its majority owned by Ardian since 2022.

KEPLER SPA: S&P Assigns Preliminary 'B-' ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' long-term issuer
credit rating to Italian contract manufacturing organization Kepler
SpA (Biofarma) and its preliminary 'B-' issue rating to the
proposed EUR345 million senior secured floating-rate notes.

The stable outlook reflects S&P's view that Biofarma has sufficient
rating headroom within its credit metrics, good deleveraging
prospects, and generate annual free operating cash flow (FOCF) of
EUR15 million or higher.

The nutraceutical industry is fragmented and represents a
relatively new, niche segment within the larger consumer health
products industry. In 2021, Biofarma generated more than 80% of its
EUR207 million in revenue from the development and production of
nutraceuticals. S&P deems the industry fragmented, competitive, and
niche, and subject to consolidation trends as larger CDMOs tend to
acquire smaller providers. The company holds leading position in
some core nutraceutical markets, such as Italy, where it generates
about 55% of its total sales and where it enjoys an approximately
18% market share at the end of 2021, according to management
estimates. The industry is characterized by positive underlying
market trends, indicating the potential for the group's future
growth. Biofarma expects its core European markets (including
Italy, Spain, the U.K., France, and Germany) to grow at an
approximately 5.0% compound annual rate between 2021 and 2025. This
is mainly driven by the increasing popularity of nutraceuticals and
the use of health supplements thanks to raising consumers awareness
around the ability of these products to support the prevention of
diseases. Biofarma's prospects are enhanced by the increasing
outsourcing trend among big pharmaceutical (such as Sanofi and
Alfasigma for example) and consumer health companies (including
Nestle and Reckitt Benckiser) that are continuously looking to
diversify their product offerings to find alternative and
profitable revenue streams. S&P considers Biofarma well-placed to
answer those needs by offering research and development (R&D)
services and in-house manufacturing capabilities, which are not
seen as core activities by its larger customers. According to the
group, the average European outsourcing rate in 2020 was 66%, with
Italy (the No. 1 country as a percentage of the group's sales) and
Spain holding the highest outsourcing rates across the board at
75%. The group expects the average European outsourcing rate to
continue to increase and reach 71% by 2025.

Biofarma enjoys a 29% market share in the fast-growing European
probiotic market. The group generates a significant portion of its
sales from the development and manufacturing of probiotics, a
premium niche segment of the nutraceutical market characterized by
higher manufacturing complexity, thus allowing higher-than-average
profitability. S&P said, "We acknowledge that the group is
strengthening its leading position in the production of probiotics
in Western Europe, with the expansion of its regional market share
to 25% in 2021 from about 19% in 2019, according to management. We
believe that Biofarma's market position is supported by solid
internal know-how and manufacturing capabilities, which have
allowed it to increase volumes and penetrate new markets, such as
India. We view Italy as the largest and most advanced probiotic
market as it accounts for 13% of the EUR3.1 billion Italian
nutraceutical market. This is because of the relatively high
awareness of the health benefits of probiotics and the active role
pharmacies and doctors play in recommending them."

Biofarma's R&D helps strengthen its relationship with customers and
increase switching costs. Biofarma's value proposition is
anticipating market trends and client needs by leveraging its
internal R&D capabilities. Its portfolio of differentiated
technologies includes innovations such as microencapsulation and
dry-cap--a technology that keeps the powder and liquid components
of a product separated, thus increasing stability and shelf-life.
Biofarma's portfolio also includes over 85 patents and 70
trademarks, further enhancing its value proposition. Its R&D
department relies on a team of more than 60 people (including 20
people for regulatory services) who work on clinical studies and
formulation to support product claims (like health benefits).
Biofarma differentiates itself by co-developing its products with
customers, which reduces the failure rate of new projects (95% of
projects are finalized) and supports its longstanding client
relationships of seven years, on average. In S&P's view, the
innovative solutions provided by Biofarma should grant it a
stronger negotiating position as pharma companies are willing to
pay a premium to have top-edge technological products.

Biofarma is a strategic partner for most of its customers, thanks
to its regulatory capabilities. It benefits from exclusivity
contracts, and is the sole supplier of five of the top 10 probiotic
products in Italy. Average churn rate is very low considering
relatively high switching costs due to the innovative features of
the group's products and time required for a new producer to obtain
the relevant certifications. S&P said, "We also understand that the
nutraceutical market, regulated by the European Food Safety
Authority, could be subject to stricter regulations. We believe
that Biofarma is better positioned than its peers to face a more
stringent regulatory standard, thanks to its internal know-how,
pharma-like manufacturing equipment (a portion of one of its plants
was approved by the AIFA, the Italian equivalent of the U.S. Food
and Drug Administration), and its quality-control systems."

S&P said, "Biofarma enjoys sound profitability, with our
expectation of S&P Global Ratings adjusted EBITDA margins of
23.5%-24.5% over 2022-2023. Because the group has mainly grown
through acquisitions, we have limited track-record of Biofarma's
organic operating performance on a like-for-like basis. In 2021,
the group posted an S&P Global Ratings-adjusted EBITDA margin in
the range of 18.0%-18.5% (before the IHS acquisition). We expect
that this will increase to about 23.5%-24.0% in 2022, supported by
anticipated organic volume growth as well as the ability to raise
sales prices to more than offset the input cost increase. The
improvement is also explained by the accretive effect coming from a
positive product mix thanks to the integration of the recently
acquired IHS. IHS, acquired in January 2022, is a company involved
in the research and development of medical devices (as per the
group's definition), with total annual 2021 sales of about EUR26
million and a reported EBITDA margin of about 33%. Following IHS'
integration, the medical devices segment is set to account for more
than 20% of total sales in 2022, up from 18% in 2021. Moreover, we
note that for 2022, Biofarma has already offset 90% of the cost
increase it anticipates with higher sales prices. Therefore, we
believe the current inflationary environment should not have a
material impact on the group's profitability. Margin development
will also depend on Biofarma's ability to successfully extract
synergies from its acquisitions, primarily in procurement and
production insourcing.

Biofarma has limited size and geographical diversity, with 55% of
its EUR205 million revenues generated in Italy in 2021. The rest of
its exposure is to the rest of Europe, with 36% of sales, and a
minor contribution from Asia and the U.S. Therefore, the group is
largely exposed to Europe, where it generates about 91% of its
sales. Moreover, it operates through four manufacturing plants, all
in the North of Italy, limiting its manufacturing footprint. The
concentration of revenues in Italy exposes Biofarma to changes in
the Italian economic, political, and regulatory framework that
could lead to volatility in earnings. Additionally, Biofarma has
low exposure to emerging markets, which accounted for about 2.5% of
the group's 2021 sales. S&P said, "Although we understand that
these markets could represent business opportunities for the group,
we see risks associated with its expansion in these markets, given
different regulatory frameworks in new jurisdictions, different
competitive dynamic, and lower level of penetration of
nutraceutical products. For example, we acknowledge that the group
recently encountered delays in obtaining approval in India for the
commercialization of Esoxx, a treatment for gastroesophageal
reflux."

Overall, the group enjoys good diversity in terms of therapeutic
areas and customer base. Its offerings range across three distinct
business units: health supplements, medical devices, and cosmetics,
which account for 64%, 21%, and 15% of the group's total sales in
2021, respectively, on a pro forma basis including IHS. On top of
the segment diversification, the group operates in diverse
therapeutic areas, including gastroenterology, musculoskeletal
disorders, women's well-being, cardiometabolic disorders, skin
care, and immunology, with good exposure to each area. S&P said,
"We see some concentration in the gastroenterology therapeutic area
, which is explained by Biofarma's expertise in probiotics. There
is also good diversification in the product base, as we estimate
the group's top 10 selling products account for less than 20% of
total sales in 2021, and the No. 1 product accounting for just over
4%. Finally, we note that there is no significant concentration on
a single client, with the top three customers accounting for 28% of
2021 sales. We take a positive view of this degree of
diversification as it reduces the risk of big top-line swings as
there is no dependence on a single customer."

Biofarma operates in a relatively newly established market, with a
limited track record of operating performance on a like for like
basis and a need to develop new products and expand into new
markets.Although attractive, the nutraceutical market is relatively
new, which leads to a lower level of acceptance of certain niche
products, such as probiotics, in less mature markets. Biofarma's
business is driven by the need to develop new products and expand
into new markets, bringing about execution risks. Future growth
depends on the group's ability to develop, manufacture, and
successfully commercialize new products in a timely manner. S&P
said, "We also acknowledge that Biofarma has primarily grown
through strategic acquisitions in recent years, and we need to
observe evidence of continued revenue growth on an organic basis.
Biofarma is the result of a consolidation strategy that started in
2017 with Nutrilinea completing five bolt-on acquisitions including
Pharcoterm in 2018, and Apharm and Claire in 2019. On Jan. 28,
2022, the group acquired IHS, an Italian company focused on medical
devices' R&D. We believe the group may continue to pursue
small-medium size acquisitions, which could slow the expected
deleveraging trend and increase execution risks and integration
costs."

S&P said, "We expect Biofarma to report positive recurring cash
flow, with annual FOCF, in the EUR15 million-EUR25 million range
during 2022-2023.Over the past three years, total annual capital
expenditure (capex) remained at about 7.0%-10.0% of sales,
including 5.0%-6.5% of growth and R&D capex and 1.5%-2.5% of
maintenance capex, leading to an amount of EUR15 million-EUR17
million per year. Growth capex mainly related to increased capacity
and R&D investments for innovative projects such as
microencapsulation, for example. As a result, we believe the
group's past expansionary capex should enable to accommodate higher
volume growth without the need of further material investments. We
therefore expect capex to remain broadly stable compared with past
years at about EUR16 million-EUR18 million per year (5.5%-6.5% of
total sales), despite an expected top line compound annual growth
rate of about 14% between 2022 and 2025, supporting healthy FOCF
generation. That being said, we expect higher working capital
requirements (especially for inventories) to support growth and new
projects, which is common for CDMOs. However, the small size of the
required investments for each project and the geographical
concentration of its manufacturing capabilities mitigates the
annual swings in working capital, in our view.

"Under our base case, we estimate that Biofarma will post adjusted
debt to EBITDA of close to 7.5x at year-end 2022 and approaching
7.0x in 2023. We deem the group's proposed capital structure highly
leveraged, as its adjusted leverage ratio should stay well above
5.0x over the next 12-18 months. Our adjusted debt figure includes
the EUR345 million senior secured floating rate notes, our estimate
of about EUR4 million of factoring liabilities, and limited lease
liabilities. Also included in our adjusted debt computation are the
subordinated debt instruments that include the EUR106 million PIK
loan and the EUR37.5 million vendor loan (plus accrued interest).
The latter has been granted by the original shareholder, Victoria
HD, for the acquisition of one of the manufacturing plants that the
group had previously leased from them. We anticipate that the
accruing nature of the interest on the subordinated debt will
partly limit the deleveraging. However, deleveraging is supported
by our expectation of an EBITDA increase due to organic volume
growth, the ability to raise sales prices, and achievement of
anticipated synergies.

"The stable outlook on Biofarma reflects our view that the group
will continue to grow in its reference market by successfully
integrating its latest acquisition and pursuing its strategy of
penetrating new markets. In our view, this should result in
expansion of margins in the 23%-24% range over 2022-2023 and
support a deleveraging trend toward 7x in the next 12-18 months.

"We could take a negative rating action if we observe a significant
deterioration in Biofarma's operating performance, with it
materially deviating from our base case. This would result in
negative FOCF generation and its leverage ratio staying higher than
7.5x on a sustainable basis, such that we deem the capital
structure unsustainable. This could happen if the group experienced
a significant contraction in volumes, with key customers not
compensated by the contribution from new high-margin projects or if
the group pursued a material debt-funded acquisition.

"We could consider a positive rating action if Biofarma
demonstrates the capacity to deleverage with the expectation of
adjusted debt to EBITDA approaching 5.0x on a sustainable basis,
while generating high profit margins and positive FOCF. This would
most likely happen if the group achieved greater organic expansion
of its product portfolio than we expect, thanks to the realization
of cross-selling opportunities and expansion into new countries."

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 Kepler, as is the
case for most rated entities owned by private-equity sponsors. We
believe that the group's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of the controlling owners. This also reflects the generally finite
holding periods and a focus on maximizing shareholder returns."




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

COLOUROZ MIDCO: Moody's Confirms Caa1 CFR, Alters Outlook to Pos.
-----------------------------------------------------------------
Moody's Investors Service confirmed ColourOz MidCo's (Flint or the
company) corporate family rating and probability of default rating
at Caa1 and Caa1-PD respectively. Concurrently Moody's confirmed
the Caa1 ratings of the senior secured first lien term loans and
senior secured first lien revolving credit facility and confirmed
the Caa3 ratings of the senior secured second lien term loans
issued by COLOUROZ INVESTMENT 1 GMBH. At the same time Moody's
confirmed Caa1 rating of the senior secured first lien term loan
issued by FDS Holdings BV. All ratings were previously placed on
review for upgrade. The outlook on all entities has been changed to
positive from ratings under review.

This rating action concludes the review for upgrade on Flint's
ratings initiated on September 23, 2021.

RATINGS RATIONALE

Flint's Caa1 CFR reflects the company's high 2021 Moody's adjusted
gross leverage of around 8.4x pro forma the reduction of around 515
million of its first lien term loan enabled by the disposal of
LSF11 Folio Bidco GmbH (XSYS, B3 positive) and the refinancing
risks as the company's RCF and senior secured first lien term loans
mature in March 2023 and September 2023 respectively. Flint's high
cash balance of 250 million as of March 2022 somewhat mitigates the
expiration of the RCF, but, the maturity of around 1.1 billion
equivalent senior secured term loans represents a significant
refinancing risk. The currently volatile financial conditions
exacerbate refinancing risks.

However, the positive outlook on Flint's rating reflects the
likelihood that with a refinanced capital structure, Flint will
display credit metrics, business characteristics and a liquidity
profile which could be commensurate with a higher rating.
Additionally, a portion of the significant excess cash on the
balance sheet could support further gross debt reduction in case of
a refinancing of Flint's capital structure.

Following the continued decline of Flint's print media business
during 2020 and 2021 and the disposal of XSYS, the company now
generates around 80% of its revenues and 90% of its EBITDA from the
Packaging industry, which is now predominantly exposed to the
resilient and growing Food & Beverage end markets. While they have
historically been primarily funded by asset sales, Flint's
profitability has been depressed by restructuring charges related
to right-sizing its operational footprint in the structurally
declining print media segment and addressing the cost structure in
its packaging business. Moody's expects that substantially lower
restructuring charges will boost future EBITDA generation.
Restructuring charges peaked at around 60 million in 2019 and still
weighed on Moody's adjusted EBITDA in 2020 and 2021 with 21 million
and 17 million, respectively. Moody's expects that restructuring
charges in 2022 and 2023 will be in the low single digits, also
taking into account that the majority of Flint's remaining print
media business is in the heatset sub-segment where decline rates
have been more moderate and predictable than in the market for news
ink. Furthermore, the company is well positioned to capture the
underlying market growth in the packaging end-market, up to 4%.
Moody's also expects the company to leverage its number two
position in the digital printing market, which benefits from higher
growth potential than the market for traditional printing ink.

The combination of lower restructuring charges and moderate revenue
growth, driven by greater volume and higher pricing, will
facilitate a decline in gross debt-to-EBITDA to around 7.5x during
2022. At the same time, increasing input cost and lower demand in a
weaker than expected macro environment represent a risk to this
view. At the same time, Moody's notes that the company has been
successfully passing through increased raw material cost during
2021 and that management remains focused on mitigating the impact
of raw material price infaltion. Moody's rating also reflects the
expectation that the company will generate FCF of around 2% of
debt.

LIQUDITY PROFILE

Despite the maturity of its 71 million RCF and $55 million
shareholder ABL facility in March 2023, Flint's liquidity profile
is adequate. As of March 2022 the company has 250 million of cash
on balance sheet, which in combination with expected FFO generation
of around 80 million will be sufficient to accommodate swings in
working capital and capital expenditures in the next 12 months.
However, the company will need to refinance the upcoming maturity
of the senior secured first lien loans well ahead of their maturity
in September 2023 to maintain an adequate liquidity profile.

STRUCTURAL CONSIDERATIONS

The rating on the first lien debt (including the RCF, which ranks
pari passu) is Caa1, in line with the CFR, while the second lien
debt is rated Caa3, two notches below the CFR reflecting the
ranking in the waterfall analysis.

RATING OUTLOOK

The positive outlook on Flint's rating reflects the likelihood that
Flint, following a refinancing of its capital structure will
display credit metrics, business characteristics and a liquidity
profile which could be commensurate with a higher rating.

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

Upward pressure on the rating could materialize, if there are
visible near term improvements in performance resulting in Moody's
adjusted leverage decreasing towards 7.0x combined with a high
likelihood that Flint will refinance its capital structure.

Moody's could downgrade Flint's rating, if liquidity weakens due to
negative FCF. Flint's rating also could be downgraded if the
company would not be able to refinance upcoming debt maturities
well ahead of maturity increasing the risk of a further debt
restructuring.

LIST OF AFFECTED RATINGS

Confirmations:

Issuer: ColourOz MidCo

Probability of Default Rating, Confirmed at Caa1-PD

LT Corporate Family Rating, Confirmed at Caa1

Issuer: COLOUROZ INVESTMENT 1 GMBH

Senior Secured Bank Credit Facility, Confirmed at Caa3

Senior Secured Bank Credit Facility, Confirmed at Caa1

Issuer: FDS Holdings BV

Senior Secured Bank Credit Facility, Confirmed at Caa1

Outlook Actions:

Issuer: COLOUROZ INVESTMENT 1 GMBH

Outlook, Changed To Positive From Rating Under Review

Issuer: ColourOz MidCo

Outlook, Changed To Positive From Rating Under Review

Issuer: FDS Holdings BV

Outlook, Changed To Positive From Rating Under Review

The principal methodology used in these ratings was Chemical
Industry published in March 2019.

PROFILE

Headquartered in Luxembourg, Flint is one of the largest global
producers and integrated suppliers of inks, with a wide range of
support services for the packaging printing industry, along with
well-established positions in most of its key markets. Flint
manufactures and sells printing inks and other print process
consumables predominantly for the packaging industry (more than 80%
of revenue) but also the print media market (20% of revenue).
Proforma for the sale of XSYS, the company generated revenue of
around 1.5 billion in 2021. The company is owned 50% each by
Goldman Sachs Asset Management and Koch Equity Development LLC.

PETRORIO LUXEMBOURG: Moody's Affirms B1 Rating, Outlook Now Pos.
----------------------------------------------------------------
Moody's Investors Service affirmed Petro Rio S.A.'s ("PetroRio") B1
corporate family rating and the B1 ratings on PetroRio Luxembourg
Trading S.a.r.l. ("PetroLux") $600 million guaranteed senior
secured notes due 2026. Simultaneously, Moody's changed the outlook
on the ratings to positive from stable, following the announcement
of the acquisition of Albacora Leste, an oil and gas producing
field in Brazil that will materially increase PetroRio's production
and reserves size, upon closing of the transaction.

RATINGS RATIONALE

On April 28, 2022 PetroRio announced the signing of an agreement to
acquire 90% of Albacora Leste, an oil and gas producing field
located in the Campos basis, Southeast of Brazil, from Petroleo
Brasileiro S.A. - PETROBRAS (Ba1 stable) for $1.95 billion; the
deal includes the possible additional payment of up to $250
million, depending on the annual average Brent price in 2023-24.
The deal is subject to the usual conditions-precedent for this type
of transactions, such as approval by the Brazilian oil and gas
regulator and the antitrust body.

Albacora Leste is located next to PetroRio's largest oil field,
Frade, in the same Campos basin. According to Petrobras, in the
first quarter 2022, Albacora Leste produced close to 25,500 barrels
of equivalent oil and gas per day (boe/d), which compares to
PetroRio's current close to 36,000 boe/d production. Upon closing
of the transaction, PetroRio's production will have grown by about
60%. PetroRio estimates that Albacora Leste will bring about 240
million barrels of net proved reserves to the company, based on a
Brent price estimate of $62 per barrel.

PetroRio's B1 rating are based on its small asset base and size of
crude oil production; its high operating risk due to geographic
concentration and the mature nature of its oil and gas assets; and
the high risk related to the dependence on acquisitions of oil and
gas assets to sustain production or grow. These challenges are
mitigated by PetroRio's high operating efficiency and cash
generation, which supports low debt leverage and adequate interest
coverage ratios for its rating category; high capital spending
flexibility; favorable regulatory environment; and the fact that
the company's capital is listed in the Brazilian stock exchange,
which tends to strengthen corporate governance.

The positive outlook on PetroRio's B1 rating is supported by
Moody's expectation that the acquisition of Albacora Leste, upon
closing, will be accretive to the credit profile of the company
because i) it will materially increase PetroRio's production and
reserves size and ii) it will be funded based on the company's
sound financial policies, therefore not negatively affecting its
capital structure.

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

PetroRio's B1 ratings could be upgraded after the approval of the
acquisition of Albacora Leste by the Brazilian oil & gas regulator
and the antitrust body while the company (1) increases production
to between 50,000 and 100,000 barrels of oil equivalent per day
(boe/d); (2) sustains leveraged full-cycle ratio, which measures an
oil company's ability to generate cash after operating, financial
and reserve replacement costs, consistently above 2.5x; (3)
maintains E&P debt/proved developed reserves below $8.0, all of
which while maintaining an adequate liquidity profile.

PetroRio's B1 ratings could be downgraded if (1) retained cash flow
(cash from operations before working capital requirements less
dividends) to total debt declines below 25%, with limited prospects
of a quick turnaround; (2) if interest coverage, measured as
EBITDA/interest expense, falls below 4.0x, with limited prospects
of a quick turnaround and (3) if there is a deterioration of the
company's liquidity profile.

The principal methodology used in these ratings was Independent
Exploration and Production published in August 2021.

PetroRio is an independent oil and gas production company focused
on assets located mainly in the Campos basin, in Rio de Janeiro,
Brazil. As of December 31, 2021, its total assets amounted to $1.2
billion.



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

PLAYA RESORTS: Moody's Hikes CFR & Senior Secured Term Loan to B3
-----------------------------------------------------------------
Moody's Investors Service has upgraded Playa Resorts Holding B.V.'s
corporate family rating to B3 from Caa1. Moody's has also upgraded
to B3 from Caa1 Playa's senior secured term loan due 2024 and its
$68 million revolving credit facility. The outlook remains
positive.

The upgrade to B3 reflects the continued robust demand and speed
recovery in Caribbean and Latin American tourism that led to an
acceleration in average daily rates (ADRs) growth since 2021.
"Today's rating action on Playa Resorts reflects Moody's
expectations that Playa's credit metrics will continue to
strengthen during 2022 on the back of lodging rebound, with the
important spring break season already looking strong" said Sandra
Beltran, a Moody's Vice President Senior Analyst. Playa closed 2021
with positive free cash flow, reverting the cash burn that followed
the pandemic outbreak. Through 2024 Moody's expects cash generation
to accelerate and leverage to improve through earnings growth and
debt repayment.

Upgrades:

Issuer: Playa Resorts Holding B.V.

Corporate Family Rating, Upgraded to B3 from Caa1

Senior Secured Term Loan, Upgraded to B3 from Caa1

Senior Secured Revolving Credit Facility, Upgraded to B3 from
Caa1

Outlook Actions:

Issuer: Playa Resorts Holding B.V.

Outlook, Remains Positive

RATINGS RATIONALE

The global lodging recovery will continue in 2022, fueled by US
growth. The US industry will benefit from a strong spring break as
consumers demonstrate a willingness to forge ahead with delayed
travel plans and pay more for these experiences. Moody's expects
the revenue per available room (RevPAR) recovery to be strong in
2022 for most rated lodging companies, within 10% of 2019,
primarily driven by higher room rates. Occupancy rates will also
grow this year although will not yet return to pre-pandemic levels,
the gap between these two periods is narrowing.

Given Playa's portfolio of all-inclusive luxury and upscale coastal
resorts in the Caribbean and Mexican Pacific Coast, it has
benefited from the strong travel demand from the US, been ahead of
the travel recovery. Average Daily Rates (ADR) growth accelerated
since mid-2021. As of December 2022, ADR was $310, well above the
$285 reported in prior year. Playa's current booked position
combined with expected increases in flight capacity into its
destinations, supports the sustainability of pricing gains in the
coming months.

The B3 CFR reflects Moody's expectations that Playa's adjusted
debt/EBITDA will decline to close to 5x in 2022 on the back of
EBITDA recovery. For 2022 Moody's expects EBITDA to be close to
$215 million, from 2019's $145 million (Moody's adjusted basis).
Playa's cash generation will also benefit from the increase in
installed capacity since 2019, when Playa opened the Hyatt Ziva &
Zilara Cap Cana in the Dominican Republic and completed the
renovation of Hilton Playa del Carmen and the Hilton La Romana in
Dominican Republic. In 2021, Playa acquired two contracts to manage
the Yucatan Resort & Hyatt Ziva Riviera Cancun. Together these
properties added 2,564 rooms to Playa's total 8,366 rooms count.
This additional capacity coupled with the strengthening travel
demand support profitability recovery above 2019 levels. Although
competition will gradually stoke in successive quarters as
international borders reopen, occupancy recovery is less at risk
given the undersupply in the Latin American lodging industry that
resulted from the pandemic and that will not be restored before
2024. However, competition would have a larger impact on Playa's
ability to sustain ADRs. Also threatening rates are intrinsic risks
to Playa's markets, specifically safety concerns in Mexico.

Liquidity is adequate after measures taken by Playa to preserve
cash but refinancing risk is increasing. In January 2021, a public
offering of common shares resulted in gross proceeds of
approximately $125 million to Playa. The sale of the Dreams Puerto
Aventuras and the Capri hotels later in the year further added $90
million in cash. Playa also entered into agreements with lenders to
refinance, extend maturities and replace the leverage ratio
requirements under the financial covenants with a minimum liquidity
test through March 2022. As a result, Playa reported cash of $294
million in December 2021, well above the $173 million in 2020. Cash
in hand positively compares with a very low level of short-term
maturities. However, the bulk of Playa's debt is the $1.0 billion
senior secured term loan maturing in April 2024. Going forward
Moody's expects Playa to timely address refinancing risk and to
maintain strong cash balance.

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

The ratings could be upgraded if cash generation accelerates along
with travel recovery allowing Playa to recover credit metrics as
planned. Specifically, with debt/EBITDA sustained below 5.0x and
interest coverage above 2.0x. An upgrade will also require Playa
timely addressing refinancing risk.

Conversely, negative rating pressure will result from weaker than
anticipated travel demand either due to reimposition of travel bans
or restrictions or missteps in Playa's strategy through recovery.
Specifically, ratings could be downgraded if cash burn continues,
threatening Playa's ability to cover corporate expenses such as
interests, taxes and working capital with internal sources.

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

Playa Resorts Holding B.V. (Playa) owns and/or manages a portfolio
of 22 all-inclusive resorts (8,366 rooms) in beachfront locations
in Mexico, the Dominican Republic and Jamaica. As of December 2021,
revenues were $535 million. The company is publicly listed with a
market capitalization of around $1.5 billion. Major shareholders
are: Davidson Kempner Management, LLC which owns 9.3%, AIC Holdings
Group 7.3%, Goldman Sachs Group Inc. 7.3%, Rubric Capital
Management LP 7.0% and Sagicor 6.5%.



===========
P O L A N D
===========

ZABRZE CITY: Fitch Retains 'BB' LongTerm IDRs on Watch Negative
---------------------------------------------------------------
Fitch Ratings is maintaining the Polish City of Zabrze's 'BB'
Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs)
on Rating Watch Negative (RWN). Fitch has also maintained Zabrze's
'BBB(pol)' National Long-Term Rating on RWN.

The RWN continues to reflect uncertainty about the financial impact
of the Polish Deal fiscal reform on Zabrze's budget. On March 24,
2022, the state government announced significant changes to the
Polish Deal just three months after the bill's introduction in
January 2022. The proposed amendments, among others, include the
lowering of the first tax threshold of the personal income tax
(PIT) to 12% from 17%, effective from July 1, 2022. The envisaged
changes will significantly affect the Polish municipalities'
funding system, further reducing their tax revenue, compared with
the original reform. For Zabrze Fitch needs to review its scenario
analysis as it may lead to a change in the financial profile and
impact the ratings.

The tax reform affects the local governments' (LG) PIT revenue from
2022 and in Fitch's  opinion the reported strong increase in PIT
revenue in 2021 will not be sufficient to compensate the expected
drop in the medium term. PIT constitutes on average more than 25%
of the total revenue of Fitch-rated Polish municipalities. Further
the compensatory measures envisaged in the regulation on the LGs'
revenue system introduced from January 2022, was already
insufficient to fully compensate the expected drop in PIT revenue.

It is difficult to estimate if the recently proposed bill amendment
will further increase the gap between the expected drop in revenue
and the compensation from the state budget as details of the law
are currently unknown. Fitch expects the municipalities will be
forced to implement measures, such as increasing local taxes and
fees and reducing current spending, to counteract the revenue
fall.

Fitch plans to resolve the RWN as soon as practicable, once the
final scope of the currently discussed bill amendments is known.

KEY RATING DRIVERS

Risk Profile: 'Midrange'

Fitch does not expect that the key risk factors of Zabrze's risk
profile will be affected by the Polish Deal tax reform. Zabrze's
risk profile reflects one 'Weaker' factor (revenue adjustability)
and other 'Midrange' factors (revenue robustness, expenditure
sustainability and adjustability, liabilities and liquidity
robustness and flexibility). The assessment reflects Fitch's view
of a moderately low risk relative to international peers that
Zabrze will not be able to service its debt from the operating
balance over the forecast horizon to 2025.

Revenue Robustness: 'Midrange'

Zabrze's 'Midrange' revenue robustness reflects the city's stable
revenue sources. Even if the Polish Deal reform may change the
operating revenue composition towards a higher share of transfers
received from the state budget (A-/Stable), Fitch still believes,
that tax revenue and transfers will dominate the structure (about
85%). In 2021, Zabrze's revenue grew due to better-than-expected
national economic growth and inflation-driven increase in wages.
The city reported PLN243.5 million PIT revenue (23.8% of operating
revenue), high PLN19.1 million of corporate income tax (1.9%) and
PLN95.3 million (9.3%) real estate tax.

Current transfers were the city's main revenue source and they
accounted for almost 49.7% of operating revenue in 2021, even when
excluding the PLN39.6 million of additional subsidy from the state
budget, which the city received in December 2021 for the coverage
of the tax revenue shortfall in 2022 resulting from the Polish Deal
tax reform.

In 2022, transfers from the state budget will fall by about PLN67.4
million (when including the shift in the additional subsidy) due to
the delegation of the state government Family 500+ programme from
municipalities to the state agency Social Insurance Institution
(ZUS) from June 2022. For 2022, the city will receive PLN61 million
to cover the programme in January 2022-May 2022.

Revenue Adjustability: 'Weaker'

Fitch assesses Zabrze's ability to generate additional revenue in
response to possible economic downturn as 'Weaker', in line with
the majority of Polish cities'. Fitch estimates that the city could
generate additional revenue less than 50% of a reasonably expected
decline in an economic downturn.

Income tax rates are set by the central government, as are the
majority of current transfers. Zabrze has little flexibility on
local taxes as their rates are constrained by the ceilings set in
national tax regulations. The city is entitled to receive
equalisation subsidy, albeit the amounts it receives are
insignificant in relation to its budget (PLN31.8 million or below
3% of total revenue in 2021). Zabrze could increase its revenue by
more asset sales (PLN45 million on average in 2017-2021), but this
source of revenue may prove not sustainable in an economic
downturn.

Expenditure Sustainability: 'Midrange'

Zabrze's 'Midrange' expenditure sustainability is in line with the
majority of Polish cities'. The city's main responsibilities are
non-cyclical, including education, public transport, municipal
services, administration, housing economy, culture, sports, as well
as public safety and family benefits mandated by and financed from
the central budget. However, Zabrze has higher share of inflexible
costs in its budget than other Fitch-rated cities. Despite strict
cost control Zabrze's operating expenditure did not always track
operating revenue growth, which resulted in a volatile operating
balance in 2017-2021 and operating margins of 1%-6%.

The city's capex is linked to availability of non-returnable EU
grants, Norway grants and external financing. Fitch expects
availability of EU and Norway grants, which will enable the city to
keep investments at high 15%-22% of total expenditure in 2022-2023
and the average 8% in 2024-2026 (2017-2021: 12.5% on average).

The higher investment spending in 2022-2023 are related to the
ongoing investments, mainly into public transport (transfer centre)
and roads, which make up over 50% of capex in 2022. The city has
long-term commitments to support its municipal companies (hospital,
stadium and football club) and provides on average PLN27 million
per year or about 2.5% of total expenditure to them.

Expenditure Adjustability: 'Midrange'

Fitch assesses Zabrze's ability to reduce spending in response to
shrinking revenue as 'Midrange'. Balanced budget rules in place but
Fitch expects that the Polish Deal to constrain their
implementation in 2022-2023. The city's mandatory responsibilities
with least flexibility account for about 90% of total expenditure
(education, social care, administration, public transport and
family benefits).

Staff costs averaged 34.5% in 2017-2021 and they are under pressure
from high inflation (8.7% in 2021) and annual increases in the
minimum wage (by 7.5% in 2022). Tight labour market conditions
result in competition between LRGs and the private sector,
resulting in high pressure on wages.

Although Zabrze's policy is to keep the dynamic of spending in line
with or below that of operating revenue growth (2017-2021: 6.5%
versus 6.4%). To slow the operating cost growth dynamic may be a
challenge in the medium term due to high inflation expectations and
strong growth in fuel and energy prices curbing spending on goods
and services. Additional challenge results from the lower budget
flexibility of the city thus making it more prone to negative
changes in the economy or institutional framework.

Capex is, to some extent, flexible, as it is implemented in phases
and can be postponed. It is almost equally split between
investments co-financed from own sources (being the most flexible),
investments co-financed by EU and finally contributions to the
city's companies, which performs investments for the city and has
the lowest spending flexibility.

Liabilities & Liquidity Robustness: 'Midrange'

Zabrze's debt stock composition changed in 2021. Loans from
European Investment Bank (EIB; AAA/Stable) dominate the stock and
accounted for 55% in 2021 (up from 46% in 2020). Bonds accounted
for 43% and its share fell due to planned redemption from 51% in
2020. The EIB loan ensures the city has a long-term and smooth
repayment schedule, with final debt maturity in 2042, which leads
to low refinancing risk. The city's debt has floating interest
rates, which exposes the city to interest rate risk as Polish
cities are not allowed to use derivatives. Zabrze mitigates this
risk with its prudent budget practice, securing higher amounts for
debt service in its budget.

The policy rate increased sharply to 4.5% on 6 April 2022 and could
further increase, which in Fitch's opinion may increase the cost of
debt to above 5% per year in the medium term, and is a rapid and
steep increase from the low interest rate of 1.2% per year in
2021.

Beside the debt of the city's football stadium company and
sell-and-buy back transactions (relating to the stadium and the
football club Gornik Zabrze), from 2020 Fitch also included Gornik
Zabrze's guaranteed debt and municipal hospital debt to highlight
the debt is serviced from the city's budget. The municipal
companies' debt serviced from the city's budget amounted to PLN127
million at end-2021, down from PLN134.1 million in 2020. The city's
obligations are however included in the city's long-term
projections for capex or opex.

Liabilities & Liquidity Flexibility: 'Midrange'

Fitch assesses the city's liquidity framework as 'Midrange' given
the absence of emergency liquidity support from upper government
tiers and the lack of banks rated above 'A+' in the Polish market.
Zabrze frequently uses its committed low-cost liquidity lines (with
a limit of PLN50 million) provided by ING Bank Slaski S.A.
(A+/Stable) to manage liquidity during the year.

The city's average cash on account in 2021 was PLN62.9 million, up
from PLN27 million in 2020. However, the average was inflated by an
additional subvention from the state budget of PLN39.6 million,
which was paid to the city's accounts at the end of 2021 and will
be used to cover the shortfall in PIT revenue in 2022. It was
elevated also due to the drawdown of PLN70 million of the EIB loan
in 2021.

Debt Sustainability: 'bbb category'

As stated in December 2021, Fitch continues to expect to change its
debt sustainability (DS) assessment, which in turn may lead to a
change to Zabrze's standalone credit profile (SCP) and IDRs once
Fitch has clarity on the expected decrease in PIT revenue and the
amount of development subsidy following the Polish Deal reform,
which is aimed at fully compensating the expected revenue loss.

Fitch said, "The city's 2021-results were in line with our
expectations. Its operating balance was PLN38 million (excluding
the additional subsidy of PLN39.6 million), versus our base case of
PLN32 million and rating case of PLN24 million. Net-adjusted debt
amounted to PLN740 million, which was just above our expectations
(PLN688 million and PLN699 million, respectively).

"We are maintaining our base- and rating-case scenarios for
2021-2025 until the new envisaged law adjustments are approved.
Under its rating case for 2021-2025, Fitch projects the city's
payback ratio will remain consistent with a 'bbb' DS score and the
city's weaker synthetic debt service coverage at 'b'. Fitch's
rating-case projects that the fiscal debt burden will increase but
remain in line with 'aa'. All these metrics justify the city's
balanced DS assessment at 'bbb'."

DERIVATION SUMMARY

On April 23, 2021, Fitch assessed Zabrze's SCP at 'bb', which
results from a 'Midrange' assessment of its Risk Profile and 'bbb'
DS assessment. The city's SCP assessment factors in positioning
among peers in the same rating category. Fitch may revise the SCP
down depending on the ultimate impact of the Polish Deal. The IDRs
are not affected by any asymmetric risk or extraordinary support
from Poland's central government and they are equal to the city's
SCP.

National Ratings

Zabrze's national rating corresponds to the 'BB' Local Currency
IDR.

KEY ASSUMPTIONS

Qualitative assumptions:

Risk Profile: 'Midrange'

Revenue Robustness: 'Midrange'

Revenue Adjustability: 'Weaker'

Expenditure Sustainability: 'Midrange'

Expenditure Adjustability: 'Midrange'

Liabilities and Liquidity Robustness: 'Midrange'

Liabilities and Liquidity Flexibility: 'Midrange'

Debt sustainability: 'bbb'

Support (Budget Loans): 'N/A'

Support (Ad Hoc): 'N/A'

Asymmetric Risk: 'N/A'

Sovereign Cap: 'N/A'

Sovereign Floor: 'N/A'

Quantitative assumptions - Issuer Specific

Fitch's rating case is a "through-the-cycle" scenario, which
incorporates a combination of revenue, cost and financial risk
stresses. It is based on 2016-2020 figures and 2021-2025 projected
ratios. The key assumptions for the scenario include:

-- Average 3.9% yoy increase in operating revenue;

-- Average 3.2% yoy increase in operating spending;

-- Negative net capital balance of PLN54 million on average;

-- Average debt cost rising to 2.9% in 2021-2025.

Liquidity and Debt Structure

Zabrze's direct debt was PLN601.4 million at end-2021, up from
PLN580 million at end-2020. Adjusted debt includes the debt of
municipal companies (stadium, hospital and football club) paid by
the city (end-2021: PLN127 million). Overall adjusted debt includes
in addition the municipal companies' debt, which is serviced by
themselves (end-2021: PLN126 million) and guarantees issued by the
city (end-2021: PLN79 million).

Net-adjusted debt corresponds to the difference between overall
adjusted debt and the year-end available cash viewed "unrestricted"
by Fitch (end-2021: PLN50.6 million or PLN11 million if Fitch
deducts the one-off subsidy received in December 2021). Zabrze's
net-adjusted debt increased to PLN740 million from PLN706 million
due to the new loan drawdowns made by the heating and housing
company and by the stadium.

Summary of Financial Adjustments

Fitch has adjusted one-off subsidy resulting from the Polish Deal
paid in December 2021 but for cost coverage in 2022 (subtracted
from current transfer in 2021 and added back in 2022).

Issuer Profile

Zabrze is a medium-sized city by Polish standards (close to 170
thousand inhabitants), located in the Slaskie region and is part of
the Silesia Metropolis (more than two million inhabitants).
Zabrze's tax base is diversified but weaker than other Polish
cities. Its unemployment rate at end-February 2022 was 5.1%
(Poland: 5.5%).

RATING SENSITIVITIES

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

Fitch expects to resolve the RWN, potentially with a downgrade,
subject to tax revenue decline not being compensated by Zabrze's
compensatory measures, with the city's inability to proactively
reduce expenditure, leading to operating balances deterioration and
debt payback ratio rising above 17x on a sustained basis under
Fitch's rating case.

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

The RWN could be removed and the ratings affirmed if Zabrze's DS
and SCP are unaffected considering all measures implemented to
counteract the fall in PIT revenue due to the Polish Deal fiscal
reform.




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

RUSSIA: Averts Foreign Debt Default for Now Amid Sanctions
----------------------------------------------------------
Libby Cherry, Giulia Morpurgo and Lyubov Pronina at Bloomberg News
report that Russia's closely watched dollar payments on two bonds
are trickling through to investors after the country dipped into
its local holdings of the U.S. currency and sidestepped its first
foreign default in a century.

According to Bloomberg, the transfer of the US$650 million had got
tangled up in the wide-ranging sanctions imposed after the invasion
of Ukraine.  And despite the 11th-hour escape before a May 4
deadline to get the funds to creditors, Russia could face bigger
hurdles within weeks that scupper future payments.

For now, it appears money is getting through, Bloomberg states.
Three investors said on May 3 their custodian banks had received
payments, asking not to be identified discussing private
transactions, Bloomberg relates.  Major international
clearinghouses have received and processed payments for the
eurobonds due in 2022 and 2042, Bloomberg relays, citing people
familiar with the situation.

The bond controversy kicked off when the payments from U.S.
accounts were blocked by the Treasury in early April, Bloomberg
discloses.  Russia tried to pay in rubles, but that was deemed a
breach of contract, leading to legal threats from Moscow, warnings
from ratings firms and an apparent one-way path to default,
according to Bloomberg.

Then, with days remaining before a 30-day grace period expired,
Russia unexpectedly tapped its domestic dollar reserves and the
money started to flow to waiting investors, Bloomberg notes.

Russia, Bloomberg says, could still get tripped up by the sanctions
before the end of this month.  That's because an exemption in U.S.
restrictions allowing interest and related payments to holders of
Russian bonds runs out on May 25, and the Treasury hasn't yet
decided whether to extend the current broad carve-out, Bloomberg
notes.

According to Bloomberg, while a default won't alter Russia's
standing -- the country is already a political and economic pariah
across much of the western world -- it would be a symbolic moment
in the financial battle that's been playing out since Russia
invaded Ukraine.

The U.S., the European Union and others are using the global
banking system to cut Russia off from its money and squeeze
Vladimir Putin's resources, and that will feed into the decision
about the May 25 deadline, Bloomberg discloses.

The U.S. will have to decide whether it's better to allow payments
to continue so Russia drains its dollar cash pile, or let it trip
into default and carry that financial stigma for years, if not
decades, Bloomberg notes.

The next payments are due on May 27 for bonds maturing in 2026 and
2036 -- two days after the OFAC exemption is set to expire,
according to Bloomberg.

Unlike the bonds in question today, the contractual terms of the
2026 and the 2036 bonds potentially give Russia other options if it
cannot pay using usual routes for reasons beyond its control,
Bloomberg states.




=============
U K R A I N E
=============

INTERPIPE HOLDINGS: Fitch Lowers LongTerm IDR to 'CCC-'
-------------------------------------------------------
Fitch Ratings has downgraded Interpipe Holdings Plc's (Interpipe)
Long-Term Issuer Default Rating (IDR) and senior unsecured rating
to 'CCC-' from 'CCC'. The Recovery Rating is 'RR4'.

The downgrades reflect the circumstance that most of Interpipe's
operations are suspended and the group only generates very limited
cash flow from monetising working capital. As long as transport
channels in the Ukraine remain severely constrained, the group
relies on its existing cash position and incremental proceeds from
the sale of inventories to fund the preservation of assets and
operations.

As per Fitch's assessment the group has sufficient liquidity to
cover fixed costs for more than six months. The next coupon payment
on Eurobonds is due on 13 May 2022. The longer the Russia-Ukraine
war continues, the more likely it will be that the management could
need to consider prioritising maintenance and wages over debt
service.

KEY RATING DRIVERS

Limited Operations: Interpipe suspended all operations at the start
of the Russia-Ukraine war in order to allow employees to stay or
relocate to safer areas and regions, and to minimise the risk of
destruction of assets and equipment. The decision was also due to
the closure of international seaports and severe constraints on
procurement and exports through rail and truck networks.

The company re-opened some production facilities in the beginning
of April with the aim of processing semi-finished pipes, railway
wheels and wheelsets into finished products for international
distribution. Key production facilities remain undamaged.

Focus on Preserving Liquidity: Interpipe is selling its remaining
inventories from its warehouse in Houston (no interruptions have
taken place) and dispatching trucks and train shipments from
Ukrainian operations when possible (having restarted in mid-March).
Incremental liquidity will allow the business to preserve its
assets and pay wages with the aim of resuming full production once
military actions abate and logistics channels re-open. The longer
the conflict continues, the more likely it is that the management
could need to consider prioritising maintenance and wages over debt
service.

Integrated Business Profile: Interpipe is a leading manufacturer of
seamless steel pipes and railway wheels, with integration into
scrap collection and billet production. Compared to many steel
peers, Interpipe is relatively smaller, but has a higher share of
value-added products. Historically the business has had high
exposure to the global oil and gas industry and to CIS end-markets,
the importance of the latter has been declining since 2019 due to
embargo on pipes in 2019 and on wheels in 2021 from Russia. With
all production facilities located in the Ukraine, a return to
normal operations will require access to international shipping
routes and railway networks.

DERIVATION SUMMARY

Interpipe's Ukrainian peers include Ferrexpo plc (B-/RWN),
Metinvest B.V. (CCC), and MHP SE (C).

Ferrexpo is a pellet producer that continues to operate its mines
and ship product to European markets through barges and rail. The
company continues to generate operating cash flow and has no
outstanding debt.

Metinvest is a steel producer with some operations in the US and
Europe, operating its Ukrainian assets at historically low capacity
utilisation. Steel plants in Mariupol have been damaged by intense
fighting. Nonetheless, the company's diverse asset base throughout
Ukraine and internationally allows it to generate some operating
cash flow. The group is funded beyond 2022, aided by few near-term
maturities and its existing cash position.

Interpipe's assets are more concentrated than those of Metinvest
and more constrained by procurement and export logistics. Its
operations are currently limited to processing semi-finished
products. The company has no near-term maturities and is funded for
more than six months (as per Fitch's assessment).

MHP is the largest poultry producer in the Ukraine, and has
experienced severe operational disruption due to the war. The
company announced that it would exercise a grace period and it
failed to make a coupon payment on 19 March 2022.

KEY ASSUMPTIONS

-- Monetisation of working capital worth mid-double-digit
    millions in US dollars

-- Ongoing maintenance of assets, and payments of fixed wages and

   coupon

RECOVERY ANALYSIS ASSUMPTIONS

The recovery analysis assumes that Interpipe would be considered a
going concern (GC) in bankruptcy and that it would be reorganised
rather than liquidated.

Interpipe's GC EBITDA of USD75 million is below a mid-cycle
estimate of USD170 million-180 million and reflects war-related
disruption to exports and local operations, assuming that
procurement and export routes will gradually re-open as the
conflict recedes or moves to other parts of the country. A lot of
Ukraine's transport infrastructure has been damaged so Fitch
doesn't expect Interpipe's earnings capacity to quickly rebound
even once production resumes.

Fitch uses an enterprise value/EBITDA multiple of 3.0x to calculate
a post-reorganisation valuation. The multiple was reduced from the
previous assessment of 4x, reflecting the concentrated nature of
key manufacturing assets in a territory with military conflict.

Taking into account Fitch's Country-Specific Treatment of Recovery
Ratings Rating Criteria and after a deduction of 10% for
administrative claims, Fitch's waterfall analysis generated a
waterfall-generated recovery computation (WGRC) in the 'RR4' band,
indicating a 'CCC-' instrument rating for the company's senior
unsecured notes. The WGRC output percentage on current metrics and
assumptions is 50%.

RATING SENSITIVITIES

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

-- De-escalation of the war in Ukraine, facilitating the re-
    opening of logistics routes and reducing operating risks;

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

-- Default of some kind appearing probable or near default;

-- Key production assets being materially damaged by war.

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

When Russia's war in Ukraine began in February, Interpipe had
readily available cash of around USD100 million, in line with
Fitch's previous forecast assumptions. The business is looking to
monetise its existing working capital. It has sufficient funding to
pay for fixed costs, including maintenance and care and a limited
scope of production and wages, for more than six months. There are
no meaningful debt maturities in 2022, but ongoing six-monthly
coupons on the USD300 million of outstanding bonds amount to
USD12.56 million, with the next due on May 13, 2022.

ISSUER PROFILE

Interpipe is a Ukrainian producer in niche and consolidated
segments such as steel pipes and wheels.

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   PRIOR
   ----             ------                    --------   -----
Interpipe Holdings Plc

                    LT IDR CCC-  Downgrade               CCC

  senior unsecured  LT CCC-      Downgrade    RR4        CCC


[*] UKRAINE: Foreign Aid to Ensure Central Bank Reserve Stability
-----------------------------------------------------------------
Lidia Kelly at Reuters reports that foreign financial aid will
ensure the stability of Ukraine's central bank reserves as the
country deals with the economic shock from the Russian invasion,
central bank governor Kyrylo Shevchenko said late on May 2.

The central bank's international reserves fell to US$26.8 billion
as of beginning of May from $28.1 billion a month earlier, Reuters
discloses.

"We have an adequate stock of international reserves, despite the .
. . government's fulfilments of all its foreign debt obligations,"
Mr. Shevchenko wrote on the NV Business media portal. "With
sufficient international financial assistance, we will be able to
maintain reserves at the proper level and even increase them."

Russia's invasion on Ukraine, now in its third month, has displaced
millions, sent food and oil prices soaring, shut many businesses
and slashed exports, Reuters states.

Inflation in annual terms may increase to 15.9% at the end of
April, compared to 13.7% a month earlier, Mr. Shevchenko, as cited
by Reuters, said.  By the end of the year it may exceed 20%,
Reuters notes.

"In times of war, it is impossible to avoid rising prices," Mr.
Shevchenko wrote, adding, that the central bank will keep its fixed
exchange rate as one of the measures to control consumer price
inflation.

To manage through the war, the country will need more international
financial support, he added, Reuters relays.  So far, Ukraine has
received more than US$4.3 billion in international aid, Reuters
discloses.

He said gross domestic product is expected to shrink by at least a
third, according to Reuters.




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

BLEIKER'S SMOKE: Aldi Contract Loss Prompts Administration
----------------------------------------------------------
Undercurrent News reports that UK salmon processor Bleiker's Smoke
House went into administration on April 29, a few weeks after
abruptly losing its main contract with Aldi.

IntraFish, in a separate report, says the company is seeking a
buyer following its 'significant' contract loss.

The business supplied a range of salmon products to major UK
supermarkets, as well as independent delis and farm shops, notes
the report.

According to IntraFish, Bleiker's had not that long ago been
enjoying success as sales of smoked salmon in the UK saw an upward
trajectory during the COVID-19 pandemic, which shut down
restaurants and forced consumers to get more creative with at home
dining.


CASTLE UK FINCO: Fitch Gives First Time 'B+' IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned Castle UK Finco plc (trading as Miller
Homes) a first-time Long-Term Issuer Default Rating (IDR) of 'B+'
with a Stable Outlook and its planned issuance of GBP815 million
senior secured notes an expected senior secured rating of
'BB-(EXP)' with a Recovery Rating of 'RR3'. The planned issuance
will be guaranteed by various group entities. The assignment of the
final rating is contingent on the receipt of final documents
conforming to information already received.

At the same time, Fitch has downgraded Miller Homes Group Holdings
(MHGH) plc's Long-Term IDR to 'B+' from 'BB-', ie to the level of
new group parent Castle UK Finco plc, and removed it from RWN.

The downgrade follows the acquisition of the Miller Homes group
from Bridgepoint Group Plc by funds managed by Apollo Global
Management. The recapitalisation to acquire the company will
increase funds from operations (FFO) gross leverage to around 4.9x,
beyond the current downgrade rating sensitivity of 3.5x. Fitch
expects the company to steadily deleverage with cash flow generated
from higher sale volumes.

The 'B+' IDR of MHGH is being withdrawn owing to structural changes
to the company and the senior secured rating is being withdrawn as
the GBP404 million of MHGH outstanding bonds have been fully
repaid.

KEY RATING DRIVERS

Acquisition Increases Leverage: The financing for Apollo's GBP1.4
billion acquisition of Miller Homes comprises GBP815 million of
debt split between seven-year fixed-rates notes and six-year
floating-rate notes, and around GBP500 million of equity. The new
capital structure will increase FFO gross leverage to around 4.9x
at end-2022. Fitch expects the company to steadily reduce leverage
through higher FFO generation. Fitch understands from management
that the new owner does not plan to receive annual dividends.

Strong Sales Continue: Following a slowdown in 2020 owing to the
operational effects of the pandemic, business has recovered
strongly. By end-2021, Miller Homes' completions were 47% above
end-2020 levels and 10% above pre-pandemic end-2019 levels. The
total average selling price (ASP) in 2021 rose 5%, increasing the
gross margin to 24.5%. Sales in 2021 rose nearly 57% to GBP1.05
billion. Fitch expects robust sales to continue, owing to a strong
order book and an under-supplied UK housing market.

Ongoing Housing Supply/Demand Imbalance: The UK housing market is
underpinned by a persistent shortage of new homes. The UK
government has an annual target of 300,000 new homes being built in
the UK, but supply has averaged around 60,000 units below this for
several years and is expected to have fallen short by around 80,000
in 2021. This deficit, combined with supportive government
programmes and fairly low mortgage rates, ensures demand remains
strong. Fitch expects Miller Homes to continue to benefit from the
strong demand, especially given its regional focus in the UK where
the housing market tends to be less volatile than in London and the
southeast of the UK.

Expanding Regional Business Model: Miller Homes is a medium-sized
homebuilder catering primarily to families in or around regional
centres. The company focusses mainly on central Scotland, northern
England and the Midlands with a small exposure to southern England.
It opened in its 10th region, the south Midlands in 2021. Miller
Homes offers several highly standard, single-family homes, and now
includes certain options that enable buyers to customise their
homes, which increases buyers' commitments and generates additional
revenue. The ASP at end-2021 was GBP275,000 (December 2020:
GBP261,000), which is similar to the UK national average.

Low Risk Approach: Discretionary, but careful land spending,
combined with the use of land options, which become committed at
the point of purchase, limits capital required to operate. In
addition, the company's presale strategy reduces the risk of
accumulating excess inventory and its outsourced sub-contractor
model keeps the fixed-cost base low, allowing development spend to
be adjusted to sales rates. More than 90% of the owned landbank
typically has detailed planning consent.

Ample Landbank: Miller Homes' GBP17 million acquisition of regional
land promoter Wallace Land and Investments Limited in May 2021
added 17,500 plots to Miller Homes' strategic landbank, which at
end-2021 totalled 39,222 plots. Combined with the consented
landbank (15,169 units - equivalent to four years of supply), this
represents more than 14 years of supply based on the last 12
months' completion volumes.

Strong Order Book: The value of Miller Homes' order book for the
next 12 months from the beginning of 2022 was GBP655 million,
comprising more than 2,500 units. This provides sales visibility,
equating to more than eight months of sales coverage based on the
end-2021 ASP. The private order book at end-2021 was sufficient to
cover more than 50% of anticipated private volumes in 2022.

Average Recovery Estimate: Fitch applies a one-notch uplift to the
senior secured notes compared with the IDR. Fitch's recovery
estimate is based on a liquidation approach, supported by the value
of inventory (mainly land), to which Fitch applied a 20% discount.
Fitch assumes Miller Homes' new GBP180 million super-senior
revolving credit facility (RCF) to be fully drawn. This results in
a senior secured rating of 'BB-' with 'RR3' (60%).

DERIVATION SUMMARY

Miller Homes mostly builds fairly low-cost, single-family homes
with a regional focus, mainly in Scotland, the north and the
Midlands of England. This differs from UK-home builder The Berkeley
Group Holdings plc (BBB-/Stable), which focuses on London and the
south east and mainly builds long-term redevelopment projects in
the wealthiest areas of the UK. Berkeley's residential units are
often part of large conurbations, which given the complexity of
planning, land purchase, infrastructure works and construction,
might take five to six years before the first round of practical
completions, whereas Miller Homes normally completes homes in under
a year.

Berkeley's ASP exceeds GBP770,000, which is nearly three times the
average house price in England. In their last respective fiscal
years, Miller Homes and Berkeley had similar volumes (Miller Homes:
2,620 units; Berkeley: 2,825), well below that of largest UK
housebuilders at more than 15,000 units a year.

The Spanish housebuilders AEDAS Homes, S.A., Neinor Homes S.A. and
Via Celere Desarrollos Inmobiliarios, S.A. (IDRs all at BB-/Stable)
focus on the most affluent areas within their domestic market and
the products offered (large condominiums) share similarities with
Berkeley's. Irrespective of the geographic focus and the product
range, Spanish and UK-based housebuilders' funding requirements are
comparable, with both relying only on a small purchaser deposit
(5%-10% for the UK and up to 20% for Spain) to fund land and
development costs in the period up to completion.

Following the acquisition by Apollo, Miller Homes' 4.9x FFO gross
leverage is weaker than that of AEDAS (3.2x), but similar to Via
Celere's 5.0x. Neinor's FFO gross leverage is around 6.0x, but this
includes debt attributed to the company's growing build-to-rent
(BTR) portfolio. If the attributable BTR debt is excluded, the
resultant figures are comparable with other rated build-to-sell
EMEA homebuilders'. All of these companies are expected to
deleverage in the current buoyant homebuilding markets, although
the pace could slow if interest rates increase or pandemic
restrictions return.

KEY ASSUMPTIONS

-- Revenue growth is mainly driven by volumes, with more than
    4,000 units sold annually from 2022-2025 with ASP averaging
    GBP273,000 over the next four years;

-- Net land and development spend included in working capital
    totals GBP400 million during 2021-2025;

-- Consideration for the acquisition of Miller Homes of GBP919
    million;

-- All debt incurred under previous ownership repaid in full,
    plus bond redemption premium and accrued and unpaid interest
    costs totaling GBP420 million, and sundry costs of around
    GBP55 million;

-- New secured bond of GBP815 million issued in 2022, GBP496
    million of new equity, and GBP32 million of management equity
    rolled over;

-- No dividends distribution in the next four years.

RATING SENSITIVITIES

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

-- FFO gross leverage below 3.5x on a sustained basis

-- Maintaining order book/development work-in-progress (WIP)
    around or above 100% on a sustained basis

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

-- FFO gross leverage above 4.5x on a sustained basis;

-- Order book/development WIP materially below 100% on a
    sustained basis, indicating speculative development;

-- Extraction of dividends that would lead to a material
    reduction in free cash flow generation and slow deleveraging.

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

Healthy Liquidity: Under the proposed capital structure, Miller
Homes is expected to have more than GBP100 million of cash on its
balance sheet and access to a 5.5-year GBP180 million super-senior
RCF (undrawn at closing). The GBP815 million senior secured notes,
which will refinance all outstanding debt, will not mature until
year six and seven. No dividends are expected over the forecast
period.

ISSUER PROFILE

Miller Homes is one of the largest privately-owned housebuilders in
the UK with a strong regional focus.

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  PRIOR
   ----           ------                          --------  -----
Castle UK Finco PLC    

                       LT IDR    B+       New Rating

  senior secured       LT        BB-(EXP) Expected Rating  RR3

Miller Homes Group
Holdings plc

                       LT IDR    B+       Downgrade          BB-

                       LT IDR    WD       Withdrawn          B+

  senior secured       LT        WD       Withdrawn          BB+


CHELSEA FC: At Risk of Administration if Abramovich Calls in Debt
-----------------------------------------------------------------
Frank Dalleres at City A.M. reports that Chelsea Football Club
owner Roman Abramovich will likely have to drop plans to call in
his GBP1.5 billion loan to the club or see it go into
administration.

According to City A.M., Mr. Abramovich is reported to have scrapped
an apparent previous commitment to write off the debt as part of
the sale of the club.

The sanctioned Russian oligarch is not allowed to receive any of
the sale proceeds but is said to have told the Government that he
would like the debt paid to a Jersey-based company with links to
his business empire, City A.M. notes.

The move has raised fresh doubts about the possibility of a deal --
and the future of the club, which has been reliant on loans from
Mr. Abramovich to remain solvent, City A.M. states.

"I think, in reality, we have to assume that Abramovich either
writes off the debt entirely and signs legal documents to indicate
that he cannot reclaim it retrospectively," Dr. Rob Wilson, a
football finance expert at Sheffield Hallam University, told City
A.M. "Or the business would be placed into administration.  We
already know that the income is insufficient to cover costs, so
without his financial support it is technically insolvent."

Negotiations over the sale of Chelsea to Todd Boehly, the co-owner
of Major League Baseball's LA Dodgers, have reached an advanced
stage, City A.M. discloses.

Boehly's consortium, which is backed by US fund Clearlake Capital,
is in a period of exclusivity and has until the end of the week to
finalise the terms of a deal, according to City A.M..

The purchase price is expected to exceed GBP2.5 billion, making
Chelsea the most expensive sports team ever traded, City A.M.
says.

But what happens to the proceeds remains one of several question
marks over the sale of the Premier League club, City A.M. notes.

The Government has insisted it is not overseeing the process but
has stipulated certain conditions and must sign off on a proposed
deal before it can be completed, City A.M. relates.

Ministers froze Mr. Abramovich's assets in March following Russia's
invasion of Ukraine, City A.M. relays.  The European Union has
since followed suit.


DURISOL: Enters Administration, Put Up for Sale
-----------------------------------------------
Aaron Morby at Construction Enquirer reports that Woodcrete block
producer Durisol has been put up for sale after its main Canadian
backer pulled support placing it into administration.

The business, which operates from a factory in Crumlin, South
Wales, turned over GBP1.7 million last year, but slid to a
GBP360,000 loss.

This year the business is understood to have forecast revenue could
hit GBP2.8 million revenue on the back of a strong order book put
at around GBP6 million by one source, Construction Enquirer
discloses.

Since administrators from Leonard Curtis took control, headcount
has been cut from 15 to 4 staff, Construction Enquirer notes.

Firms interested in the business can email Leonard Curtis with bids
due to be submitted before 2:00 p.m. on May 16, according to
Construction Enquirer.



YM GROUP: Walstead Group Acquires Most Assets
---------------------------------------------
Jo Francis at Printweek reports that Walstead Group has acquired
most of the assets of YM Group's shuttered web offset businesses in
administration -- and could reboot one of the factories if customer
support makes it viable.

On May 4, Walstead confirmed that it had bought the assets at
Pindar and York Mailing, along with some of the kit from Chantry,
Printweek relates.

No further information regarding the terms of the deal was
available at the time of writing, Printweek notes.

YM's three web offset factories collapsed into administration on
March 31, Printweek discloses.

In the most recent results under YM, for the year to May 31, 2020,
Pindar Scarborough had sales of GBP55.3 million and made an
operating profit prior to exceptionals of GBP613,000, according to
Printweek.

The site was YM's biggest operation and employed 274 people at the
time, Printweek relays.

York Mailing had sales of just over GBP26 million, and was YM's
most profitable business, making an operating profit of GBP2
million.  It employed 108 staff.

YM Chantry in Wakefield employed 236, had sales of GBP26.8 million
and made an operating loss of GBP1.9 million, Printweek notes.

Administrators from FRP Advisory were appointed at York Mailing,
Pindar Scarborough and YM Chantry on March 31, with most of the 512
staff made redundant immediately, and left without payment of their
March wages and overtime, Printweek relates.


[*] UK: Study Finds Serious Concerns Around Football Finances
-------------------------------------------------------------
University of Liverpool reports that an independent study by the
Universities of Liverpool and Portsmouth, published last week
alongside the Government's response to the Fan Led Review of
Football Governance, has found serious concerns around the
financial sustainability and fragility in football finances.

According to University of Liverpool, the report, commissioned by
the Department for Digital, Culture, Media and Sport (DCMS),
highlights the widespread culture of clubs operating unsustainable
financial practices and placing the pursuit of success over sound
monetary management.  This includes an overreliance on owner
funding, which can leave clubs dangerously exposed if owners are
unable or unwilling to continue financing clubs via cash injections
in the form of loans or shares, such as the recent sudden departure
of Roman Abramovich at Chelsea FC, University of Liverpool states.

Premier League and Championship clubs are now regularly exceeding
UEFA's guidance on spending no more than 70 per cent of club
revenue on wages, leading to vulnerable financial scenarios and
balance sheets across the industry that would be unacceptable in
any other field, University of Liverpool discloses.

The report, "Assessing the financial sustainability of football",
by Christina Philippou from the University of Portsmouth and Kieran
Maguire from the University of Liverpool, looked at a range of
metrics to evaluate the financial health of clubs: profit (or, more
commonly, loss), cash flow, debt, and dependence on ownership,
University of Liverpool notes.

Using industry-based limits from pre-pandemic club figures
(2018-19), the research found that in the Premier League, only
three clubs were not deemed at risk under any of the applied risk
metrics (Arsenal, Manchester City, and Newcastle), while over half
were deemed at risk under at least two metrics, University of
Liverpool says.

In the Championship, there was only one club that was not deemed at
risk under any of the three applied risk metrics (West Brom, in
receipt of parachute payments that year) and 20 were deemed at risk
on at least two risk metrics, according to University of Liverpool.
In Leagues One and Two, where only balance sheet metrics were
applied due to available data, 14 and 10 clubs respectively were
deemed at risk under both metrics, University of Liverpool notes.



                           *********


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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