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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

          Friday, May 13, 2022, Vol. 23, No. 90

                           Headlines



A Z E R B A I J A N

AZERBAIJAN: Fitch Affirms 'BB+' LongTerm Foreign Currency IDR


B E L A R U S

BELARUS: Fitch Affirms 'CCC' Foreign Currency Issuer Default Rating


F R A N C E

BANIJAY GROUP: Moody's Affirms 'B2' CFR, Alters Outlook to Stable
GINKGO SALES 2022: Fitch Assigns 'B+' Rating on Class F Debt


G E R M A N Y

CONDOR: EU Postpones Ruling on Ryanair's Challenge to Bailout
RETAIL AUTOMOTIVE 2021: S&P Raises Cl. F Notes Rating to 'BB+(sf)'
SGL CARBON: S&P Ups Rating to 'B-' on Stronger Capital Structure


I R E L A N D

ALBACORE EURO IV: Moody's Assigns B3 Rating to EUR14.6MM F Notes
CARLYLE GLOBAL 2014-3: Moody's Affirms B2 Rating on Cl. E-R Notes
CONTEGO CLO IV: Moody's Affirms B2 Rating on EUR11.4MM Cl. F Notes
GORTINORE: Founder Hopeful to Secure Funding Via Examinership


L U X E M B O U R G

CORESTATE CAPITAL: S&P Downgrades ICR to 'CCC-', Outlook Negative
CURIUM BIDCO: Fitch Affirms 'B' LongTerm IDRs, Outlook Stable


M A C E D O N I A

NORTH MACEDONIA: Fitch Affirms 'B' Foreign Currency IDR


N E T H E R L A N D S

GLOBAL UNIVERSITY: Fitch Affirms 'B' LongTerm IDR, Outlook Stable


S P A I N

IDFINANCE SPAIN: Fitch Alters Outlook on B- LongTerm IDR to Stable


T U R K E Y

TURK HAVA: Moody's Affirms 'B3' CFR & Alters Outlook to Stable


U K R A I N E

KYIV: Fitch Affirms 'C' LongTerm Issuer Default Ratings


U N I T E D   K I N G D O M

ALTERA INFRASTRUCTURE: S&P Withdraws CCC+ LT Issuer Credit Rating
CARILLION PLC: KPMG Auditors Deliberately Misled Regulators
GFG: Gupta Seeks to Overturn Leige Unit Liquidation Order
HARVEST XIX: Fitch Affirms B-sf Rating on Class F Notes
HOUSE BY URBAN: Enters Administration After Operational Issues

MARKET BIDCO: Fitch to Rate GBP1.075BB Sr. Secured Notes 'BB+'
TESTERWORLD LTD: Goes Into Administration, 1,000 Jobs Affected
TRINITAS EURO II: Fitch Assigns 'B-' Rating on Class F-R Notes


X X X X X X X X

[*] BOOK REVIEW: Hospitals, Health and People

                           - - - - -


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A Z E R B A I J A N
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AZERBAIJAN: Fitch Affirms 'BB+' LongTerm Foreign Currency IDR
-------------------------------------------------------------
Fitch Ratings has affirmed Azerbaijan's Long-Term Foreign-Currency
Issuer Default Rating (IDR) at 'BB+' with a Stable Outlook.

KEY RATING DRIVERS

Fundamental Ratings Strengths and Weaknesses: The rating is
supported by Azerbaijan's very strong external balance sheet, low
public debt, and financing flexibility from large sovereign wealth
fund assets. Set against these factors are weak governance
indicators and lack of predictability of economic policy-making,
especially in relation to the exchange rate regime, high banking
sector dollarisation and heavy dependence on the hydrocarbon
sector.

Stable Outlook: The Stable Outlook balances the benefit of high
energy prices in further boosting Azerbaijan's external and public
finances, with limited prospects of a significant strengthening of
the macro-policy framework or implementation of structural reforms
to quicken non-oil diversification. Trade exposure to Russia and
Ukraine is moderate, with current import disruptions adding to
inflationary pressures.

High Energy Price Boosts External Finances: Upward revisions of
Fitch's oil price forecast (to average USD100/b in 2022 and USD80/b
in 2023) and the high gas price (partly offset by higher
repatriation of profits) underpin Fitch's forecast for the current
account surplus to rise by 11.6pp in 2022 to 26.8% of GDP, and then
moderate to 18.4% in 2023, still the highest in the 'BB' peer
group. Sovereign foreign-currency assets rose to USD52.4 billion at
end-1Q22 (equivalent to 29.8 months of current external payments)
from USD51.2 billion at end-3Q21. This includes sovereign oil fund
(SOFAZ) assets of USD45.3 billion, which have been broadly flat
this year as higher energy revenues offset investment losses.

Strengthened Sovereign Buffers But Policy Unpredictability: Fitch
projects the net sovereign asset position rises 12pp in 2021-2023
to 80% of GDP, compared with the projected 'BB' median of 8% of
GDP, further reducing the risk of a disorderly devaluation of the
de facto exchange rate peg. However, in Fitch's view, there remains
a lack of institutional independence, policy predictability and
clarity of mandates for the Central Bank of Azerbaijan and SOFAZ
within the broader exchange rate framework, adding to the risk of
policy missteps and disruptive adjustment to a very severe shock.

Economic Growth Set to Slow: Fitch forecasts GDP growth of 3.6% in
2022, from 5.6% in 2021, with weakening momentum from 2Q22, partly
due to base effects and higher inflation eroding real incomes.
Fitch projects growth slows to 2.0% in 2023, below the 'BB' median
of 3.5%, with stagnating energy production as expansion in the gas
sector offsets a gradual decline in oil production. Fitch continues
to see weak prospects for structural reform of the large and
inefficient state-sector that constrains non-oil private sector
investment, economic diversification and overall trend GDP growth.

Inflationary Pressure: Inflation rose further to average 12.2% in
1Q22, from 11.0% in 4Q21 (and 3.6% in 2018-2021). Food prices,
which rose 16.8% yoy in March, will be further impacted by lower
imports from Ukraine and Russia, particularly of wheat. Fitch
forecasts inflation averages 11.7% in 2022, with an additional
250bp of policy interest rate rises by year-end. Easing global
commodity prices, fading supply chain disruptions, and the lagged
effect of real effective exchange rate appreciation will help bring
inflation down to a projected average 7.2% in 2023, but still above
the 'BB' median of 3.8%.

Fiscal Position Improves Further: The general government balance
improved by 10.7pp in 2021 to a surplus of 4.2% of GDP, driven by
high energy prices and to a lesser extent, buoyant non-oil tax
revenue and unwinding of pandemic support. Fitch forecasts the
surplus rises to 10.9% of GDP in 2022 on the back of further strong
revenue growth, moderating to 5.2% in 2023 in line with lower
energy prices. Fitch assumes near full execution of planned
expenditure on the territories reclaimed in the conflict with
Armenia, averaging 2.1% of GDP in 2022-2023. Overall spending is
constrained by the introduction this year of a fiscal rule that
targets a steady fall in the non-oil primary balance, while capping
public debt at 20% of GDP, the consistent application of which
would help bolster buffers in the medium term, and policy
credibility.

Declining Public Debt: Gross general government debt is projected
to fall 6.6pp in 2022 to 9.7% of GDP, the lowest in the 'BB' peer
group (projected median 54.1% of GDP). Government on-lending and
guarantees totalled 23.2% of GDP at end-1Q22, from 29.1% at
end-3Q21, 77% of which are accounted for by the 2017 restructuring
of International Bank of Azerbaijan (IBA) and by the Southern Gas
Corridor project. There is weak corporate governance at state-owned
enterprises, which Fitch expects will improve only gradually,
despite reform measures to centralise their oversight at Azerbaijan
Investment Holding.

Somewhat Greater Political Uncertainty: Progress towards a
political settlement with Armenia that includes the reopening of
borders and joint transport projects has stalled since Fitch's last
review, amid periodic border fighting. However, last month's
EU-mediated summit between the two countries has restored some
momentum and Fitch expects an agreement will ultimately be reached.
Russia's rupture with other Minsk-group countries complicates the
negotiation process and increases uncertainty, albeit Fitch
anticipates its military peacekeeping presence will be retained.
Azerbaijan and Russia signed a bilateral treaty in February and
President Aliyev has maintained a broadly neutral position on the
war in Ukraine, mitigating the risk of Russian trade embargoes.

Improved Bank Resilience: Russian sanctions resulted in a moderate
but manageable disruption to Azerbaijan banking sector activity
largely via correspondent relations with Russian banks (whereas the
sole Russian subsidiary within Azerbaijan, VTB, accounts for just
0.6% of sector assets). The sector is still relatively weak,
reflected by Fitch's Banking System Indicator score of 'b', despite
some improvement in credit fundamentals in recent years. The
non-performing loan ratio has fallen to 4%, and the sector is
profitable, liquid and adequately capitalised, with a Tier 1 ratio
of 17.1% at end-1Q22. While the deposit dollarisation has fallen
10pp since end-2019 to 51%, it is well above the 'BB' median of
18%, and Azerbaijan's largest bank, IBA, is constrained by a large
open currency position, equivalent to 59% of regulatory capital.

ESG - Governance: Azerbaijan has an ESG Relevance Score (RS) of '5'
for both Political Stability and Rights and for the Rule of Law,
Institutional and Regulatory Quality and Control of Corruption, as
is the case for all sovereigns. Theses scores reflect the high
weight that the World Bank Governance Indicators (WBGI) have in
Fitch's proprietary Sovereign Rating Model. Azerbaijan has a low
WBGI ranking at the 26th percentile, reflecting very poor voice and
accountability, relatively weak rights for participation in the
political process, uneven application of the rule of law and a high
level of corruption.

RATING SENSITIVITIES

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

-- External Finances: Prolonged lower oil prices sufficient
    to have a material negative impact on external buffers.

-- Macro: Developments in the economic policy framework that
    undermine macroeconomic stability, such as contributing to a
    rapid erosion of the sovereign's external balance sheet or
    disorderly devaluation of the manat exchange rate, with
    adverse effects on the economy, banking sector and public
    finances.

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

-- Macro: Improvements in the transparency and predictability of
    Azerbaijan's policy framework, including exchange rate policy,

    that strengthens the country's ability to manage external
    shocks and reduces macro volatility;

-- Public Finances: Greater confidence in a sustained
    strengthening of the public balance sheet, for example based
    on a credible medium-term fiscal strategy and/or prolonged
    high energy prices;

-- External Finances: Further marked strengthening of the
    external balance sheet, for example due to sustained higher-
    than-forecast energy prices.

SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO)
Fitch's proprietary SRM assigns Azerbaijan a score equivalent to a
rating of 'BB' on the Long-Term Foreign-Currency (LT FC) IDR
scale.

Fitch's sovereign rating committee adjusted the output from the SRM
to arrive at the final LT FC IDR by applying its QO, relative to
SRM data and output, as follows:

External Finances: +1 notch, to reflect large SOFAZ assets, which
underpin Azerbaijan's exceptionally strong foreign currency
liquidity position and the very large net external creditor
position of the country.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LT FC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within
Fitch's criteria that are not fully quantifiable and/or not fully
reflected in the SRM.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Sovereigns, Public Finance
and Infrastructure 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 three 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.

ESG CONSIDERATIONS

Azerbaijan has an ESG Relevance Score of '5' for Political
Stability and Rights as World Bank Governance Indicators have the
highest weight in Fitch's SRM and are therefore highly relevant to
the rating and a key rating driver with a high weight. As
Azerbaijan has a percentile rank below 50 for the respective
Governance Indicator, this has a negative impact on the credit
profile.

Azerbaijan has an ESG Relevance Score of '5' for Rule of Law,
Institutional & Regulatory Quality and Control of Corruption as
World Bank Governance Indicators have the highest weight in Fitch's
SRM and are therefore highly relevant to the rating and are a key
rating driver with a high weight. As Azerbaijan has a percentile
rank below 50 for the respective Governance Indicators, this has a
negative impact on the credit profile.

Azerbaijan has an ESG Relevance Score of '4' for Human Rights and
Political Freedoms as the Voice and Accountability pillar of the
World Bank Governance Indicators is relevant to the rating and a
rating driver. As Azerbaijan has a percentile rank below 50 for the
respective Governance Indicator, this has a negative impact on the
credit profile.

Azerbaijan has an ESG Relevance Score of '4'[+] for Creditor Rights
as willingness to service and repay debt is relevant to the rating
and is a rating driver for Azerbaijan, as for all sovereigns. As
Azerbaijan has a track record of 20+ years without a restructuring
of public debt and captured in Fitch's SRM variable, this has a
positive impact on the credit profile.

Except for the matters discussed above, the highest level of ESG
credit relevance, if present, 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 to the way in which they
are being managed by the entity.

   DEBT             RATING                             PRIOR
   ----             ------                             -----
Azerbaijan
                    LT IDR          BB+    Affirmed    BB+

                    ST IDR          B      Affirmed    B

                    LC LT IDR       BB+    Affirmed    BB+

                    LC ST IDR       B      Affirmed    B

                    Country Ceiling BB+    Affirmed    BB+

senior unsecured   LT              BB+    Affirmed    BB+




=============
B E L A R U S
=============

BELARUS: Fitch Affirms 'CCC' Foreign Currency Issuer Default Rating
-------------------------------------------------------------------
Fitch Ratings has affirmed Belarus's Long-Term Foreign-Currency
Issuer Default Rating (IDR) at 'CCC'.

KEY RATING DRIVERS

Significant Macro-Financial Stability Risks: Sanctions related to
Belarus's role in Russia's invasion of Ukraine, combined with close
economic and financial links to Russia, create sizeable risks to
macro-financial stability and raise uncertainty over the
willingness and ability of Belarus to meet its external
obligations. Fitch is uncertain over the willingness of Russia to
provide the financial support Fitch considers important for Belarus
to meet it 2023 Eurobond repayment. In addition, public and
external finances will be hit amid pre-existing constraints on
financing flexibility, macroeconomic performance will deteriorate
and geopolitical risks remain elevated, in Fitch's view.

Eurobond Repayment Challenges: Interest payments due in 2022 on
sovereign Eurobonds appear manageable and Belarus's US dollar debt
payments can continue to pass through the international payments
infrastructure. Meeting an USD800 million principal payment due 28
February 2023 appears much more challenging. New sovereign issuance
is under pre-existing sanctions and multilateral and bilateral
support, aside from Russia, is unlikely. An expected weakening of
international reserves to USD7 billion at end-2022 is a further
hindrance. A presidential decree signed in March allows the
repayment of foreign-currency denominated sovereign and bank
external debt (including to IFIs) in local currency. Fitch is not
aware of any payments that have been made in this way. All
Belarus's sovereign Eurobonds are to be settled in US dollars and
the bond documentation does not allow for settlement in alternative
currencies. Fitch would view repayment of the bonds in local
currency as a default.

Sanctions Tightened: Belarus has faced a tightening of sanctions
since the Russian invasion of Ukraine. This reflects the use of
Belarusian territory in the Russia offensive. These sanctions build
on those that were put in place in several tranches since the
post-2020 election political crisis and close some loopholes.
Restrictions on freight traffic from Belarus and EU ports handling
Belarusian exports are compelling the authorities to seek
alternative exports markets. Fitch does not see a near-term path
for the de-escalation of sanctions; further sanctions are
possible.

Sanctions Fallout: The tightening of sanctions put immediate
pressure on the currency and caused further deposit dollarisation,
but did not prompt significant deposit withdrawals. The rouble fell
by around 30% in late February/early March owing to strong demand
for foreign exchange. In response the central bank hiked the policy
rate 275bp to 12% and caps on interest rates were removed.
Commercial banks put restrictions on FX withdrawals and other
operations and there was some intervention, but not new capital
controls. The rouble has been relatively stable against the US
dollar since mid-March and the volumes of FX transactions appears
to be normalising. The prevalence of term deposits, much higher
deposit rates and persistent outflows over the past two years
contributed to deposit stability.

Policy Constrained: The modest initial response of the authorities
to the deterioration in growth prospects, consisting of small
fiscal measures and moves to reduce bureaucracy for the private
sector, reflects constrained economic policy space. A rescheduling
of debt repayments to Russia and deposits of 11.5% of GDP at
end-2021 provide some room, but higher government spending could
feed into imports and put pressure on the exchange rate, straining
dollarised balance sheets (foreign-currency debt is around 90% of
total public debt) and inflation (forecast to average 23% this
year).

Very Weak Growth Prospects: Sanctions and the interconnectedness of
the Belarussian economy with the Russian economy (which Fitch
expects to contract by 8% this year), provided a tough backdrop for
economic activity. A planned reorientation of trade to Asia will
take time and supply chain problems are evident as Western
companies withdraw. Policy settings will remain tight, bank credit
constrained and consumers will be hit by rising inflation and
falling confidence. Reported population outflows will further
undermine growth prospects, particularly as these appear to affect
the IT sector. Prospects for investment look bleak and it is
difficult to determine medium-term drivers of growth. Fitch expects
the economy to contract in both years of Fitch's forecast period,
by 5% in 2022 and 1.2% in 2023.

Public Finance Vulnerabilities: Exchange rate weakness is forecast
to push general government debt (including guarantees) to 52.9% of
GDP in 2022, up from 42.5%, but still below the 'B' median of
62.8%. Financing constraints should keep the headline deficit under
4% of GDP over the forecast period, but contingent liability risks
are high. The weak economic backdrop will strain the finances of
SOEs (there was an SOE debt restructuring costing 1% of GDP in
2021) and state banks (recapitalisation costs have regularly fallen
on the state budget). Data on the financial health of state
entities is limited.

Weak External Finances: Belarus's weak international reserve
position is set to deteriorate further. FX reserves fell by USD1.2
billion between end-January and end-March to USD2.8 billion (total
reserves were USD7.6 billion) reflecting central bank sales.
Sanctions will reduce export volumes, likely prompt price
discounting and raised transportation costs, while migration is
expected to hit revenues from IT services. Import compression and
currency weakness will partially cushion the impact on the current
account, which is forecast at a deficit of 0.4% in 2022 and 1.3% in
2023, but debt service payments and capital outflows will pull down
reserves further, to a projected USD5.8 billion 1.7 months of
current external payments coverage, half the forecast 'B' median,
at end-2023.

Mixed Structural Indicators: Belarus has a high per capita income
relative to peers and a clean debt repayment record, with debt
repayments having had priority over other expenditure items in the
central government budget. However, governance indicators, as
measured by the World Bank, are significantly weaker than peers and
the political stalemate after the 2020 elections remains
unresolved. Constitutional amendments approved in a referendum in
February 2022 do not meaningfully change the political environment,
in Fitch's view.

ESG - Governance: Belarus has an ESG Relevance Score (RS) of '5'
for both Political Stability and Rights and for the Rule of Law,
Institutional and Regulatory Quality and Control of Corruption, as
is the case for all sovereigns. These scores reflect the high
weight that the World Bank Governance Indicators (WBGI) have in
Fitch's proprietary Sovereign Rating Model. Belarus has a low WBGI
ranking at 24th percentile, reflecting the high concentration of
power in the hands of President Lukashenko who has been in office
since 1994, a relatively low level of rights for participation in
the political process, moderate institutional capacity and a
moderate level of corruption.

RATING SENSITIVITIES

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

-- Increased signs of a probable default event, for instance from

    severe external liquidity stress, reduced capacity of the
    government to access external financing or evidence that
    willingness to service debt has diminished, for example a
    failure by the 96.5% state-owned Development Bank of Belarus
    to pay its Eurobond coupon due in May in US dollars.

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

-- Structural/External: De-escalation of geopolitical tensions
    resulting in less severe sanctions and improved confidence in
    Belarus's ability and willingness to repay debt.

-- Macro/External: Lower risk of macro-financial instability
    reflected in a sustained reduction of pressures on banking
    sector liquidity and international reserves, for example due
    to reduced geopolitical uncertainty or sanctions having a less

    severe impact

SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO)

{Fitch's proprietary SRM assigns Belarus a score equivalent to a
rating of 'B+' on the Long-Term Foreign-Currency IDR scale.
However, in accordance with its rating criteria, Fitch's sovereign
rating committee has not utilized the SRM and QO to explain the
ratings in this instance. Ratings of 'CCC+' and below are instead
guided by the rating definitions.}

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LT FC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within
Fitch's criteria that are not fully quantifiable and/or not fully
reflected in the SRM.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Sovereigns, Public Finance
and Infrastructure 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 three 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.

ESG CONSIDERATIONS

Belarus has an ESG Relevance Score of '5' for Political Stability
and Rights as World Bank Governance Indicators have the highest
weight in Fitch's SRM and are therefore highly relevant to the
rating and a key rating driver with a high weight. As Belarus has a
percentile rank below 50 for the respective Governance Indicator,
this has a negative impact on the credit profile.

Belarus has an ESG Relevance Score of '5' for Rule of Law,
Institutional & Regulatory Quality and Control of Corruption as
World Bank Governance Indicators have the highest weight in Fitch's
SRM and are therefore highly relevant to the rating and are a key
rating driver with a high weight. As Belarus has a percentile rank
below 50 for the respective Governance Indicators, this has a
negative impact on the credit profile.

Belarus has an ESG Relevance Score of '4'for Human Rights and
Political Freedoms as the Voice and Accountability pillar of the
World Bank Governance Indicators is relevant to the rating and a
rating driver. As Belarus has a percentile rank below 50 for the
respective Governance Indicator, this has a negative impact on the
credit profile.

Belarus has an ESG Relevance Score of '4' for International
Relations and Trade, reflecting the detrimental impact of sanctions
and close economic linkages, dependence on bilateral financial
support and complex relationship with Russia, which are relevant to
the rating and a rating driver with a negative impact on the credit
profile.

Belarus has an ESG Relevance Score of '4' for Creditor Rights as
willingness to service and repay debt is relevant to the rating and
is a rating driver for Belarus, as for all sovereigns. As a recent
presidential decree stated that foreign-currency denominated debt
could be settled in local currency, which is in contradiction to
the terms and conditions of Belarus's outstanding Eurobonds, , this
has a negative impact on the credit profile.

Except for the matters discussed above, the highest level of ESG
credit relevance, if present, 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 to the way in which they
are being managed by the entity.

   DEBT              RATING                           PRIOR
   ----              ------                           -----
Belarus

                    LT IDR          CCC   Affirmed    CCC
                    ST IDR          C     Affirmed    C
                    LC LT IDR       CCC   Affirmed    CCC
                    LC ST IDR       C     Affirmed    C
                    Country Ceiling B-    Affirmed    B-

senior unsecured   LT              CCC   Affirmed    CCC



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

BANIJAY GROUP: Moody's Affirms 'B2' CFR, Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service has changed to stable from negative the
outlook on the ratings of Banijay Group S.A.S. ("Banijay", "the
company" or "the group"), one of the largest international
independent content producers and distributors. Concurrently,
Moody's has affirmed the company's B2 corporate family rating, its
B2-PD probability of default rating, and the B1 ratings on the
EUR453 million senior secured term loan B due 2025, the EUR170
million (equivalent) multicurrency senior secured revolving credit
facility (RCF) due 2024, the EUR575 million guaranteed senior
secured notes due 2025 and the $403 million guaranteed senior
secured notes due 2025, borrowed by Banijay Entertainment S.A.S.
and the B1 rating on the $460 million senior secured term loan B
due 2025 issued by Banijay Group US Holdings Inc. Moody's has also
affirmed the Caa1 rating on the EUR400 million senior unsecured
notes due 2026 issued by Banijay Group S.A.S.

"The change in outlook to stable reflects Banijay's good operating
and financial performance in 2021, and the expectation that this
recovery will continue over the next one to two years," says Victor
Garcia Capdevila, a Moody's Vice President – Senior Analyst and
lead analyst for Banijay.

"The outlook stabilization also reflects the successful integration
of the Endemol Shine Group and the material reduction in
Moody's-adjusted gross leverage to levels commensurate with the B2
rating," adds Mr. García.

RATINGS RATIONALE

Banijay's operating performance in 2021 was strong, and despite
pandemic related operating disruptions, the company's revenue grew
by around 20% year-on-year to EUR2.8 billion on a pro forma basis
(2020: EUR2.4 billion), exceeding pre-pandemic levels. This
improvement was mainly driven by growth of production deliveries
(EUR349 million), higher distribution of intellectual property and
secondary revenue (EUR37 million), inorganic growth (EUR17 million)
and positive foreign exchange effects (EUR11 million).

Banijay benefits from a highly variable cost structure (75%) and a
business model based on cost-plus pricing which allows it to pass
on incremental production costs to broadcasters. In 2021, due to
the pandemic, Banijay incurred in around EUR77 million of one-off
costs related to shows that were cancelled after the start of the
production and costs to maintain the production after shooting
delays. However, around 90% of these exceptional costs were
absorbed by the final customer, leaving Banijay with a net exposure
to pandemic related costs of only EUR9 million.

Pro forma EBITDA grew by around 30% in 2021 to EUR435 million
(2020: EUR337 million) with improved profitability levels of 15.7%
compared to 14.3% a year earlier. This was largely driven by the
realization of cost synergies of EUR52 million owing to the
successful integration of Endemol Shine Group. Moody's base case
assumes that following a normalization of business conditions,
profitability margins are likely to reduce slightly to around 13.5%
in 2022.

Moody's-adjusted gross leverage reduced significantly in 2021 to
6.7x compared to 7.9x pro forma in 2020, mainly driven by EBITDA
growth. Moody's base case scenario assumes a further reduction in
leverage in 2022 to 6.3x underpinned by year-on-year revenue and
EBITDA growth of 7.4% and 2.4% to EUR2,972 million (2021: EUR2,768
million) and EUR394 million (2021: EUR385 million), respectively,
while gross debt will be broadly flat.

Banijay's ratings reflect the company's large scale of operations
and global footprint; good geographic diversification; its
strategic focus towards non-scripted content in highly profitable
time slots; established and proven formats with high and recurring
revenue and earnings visibility; strong free cash flow generation;
positive industry demand dynamics; good track record of operating
performance; and the management's commitment to reduce leverage
materially within the next two years.

The rating also factors in the company's high leverage; relatively
high client concentration, risks and costs related to talent
acquisition and retention; and the challenge to continuously
create, refresh and replace formats.

LIQUIDITY

Banijay's liquidity profile is good. As of December 31, 2021, the
company had a cash balance of EUR344 million and full availability
under its EUR170 million committed senior secured revolving credit
facility. The revolver is subject to a springing financial covenant
of net debt/EBITDA not exceeding 6.5x and tested when 40% of the
facility is drawn.

Moody's estimates that the group will generate positive free cash
flow of around EUR160 million in 2022 and 2023.

STRUCTURAL CONSIDERATIONS

The B2-PD PDR is in line with the B2 CFR, reflecting the 50% family
recovery rate assumption, in line with Moody's standard approach
for bond and loan capital structures. The ratings on the senior
secured notes and the senior secured bank credit facilities are B1,
one notch above the CFR, reflecting their priority ranking with
respect to the senior unsecured notes, which are rated Caa1.

The security package for the senior secured instruments is limited
to share pledges, intercompany receivables and bank accounts. All
material subsidiaries (accounting for more than 5% of proforma
EBITDA) are guarantors, except those located in excluded
jurisdictions (Argentina, Brazil, China, India, Mexico, Russia,
South Korea and Thailand). The group is subject to a minimum EBITDA
guarantor coverage test of 75%.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation of a mid-single
digit organic revenue growth in 2022 and 2023. The stable outlook
also reflects Moody's assumption that the company will reduce its
Moody's-adjusted gross leverage ratio below 6.0x over the next
12-18 months. The outlook does not factor in any large debt-funded
acquisition and assumes an adequate liquidity profile at all
times.

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

Upward pressure on Banijay's ratings could develop if
Moody's-adjusted gross leverage declines below 5.0x and retained
cash flow/net debt increases above 10%, both on a sustained basis.

Downward pressure could build up if operating performance
deteriorates, Moody's-adjusted gross leverage remains above 6.0x on
a sustained basis or free cash flow generation turns negative,
leading to a deterioration in the company's liquidity.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Banijay Group S.A.S.

Probability of Default Rating, Affirmed B2-PD

LT Corporate Family Rating, Affirmed B2

Senior Unsecured Regular Bond/Debenture, Affirmed Caa1

Issuer: Banijay Entertainment S.A.S.

Senior Secured Bank Credit Facility, Affirmed B1

BACKED Senior Secured Regular Bond/Debenture, Affirmed B1

Issuer: Banijay Group US Holdings Inc.

Senior Secured Bank Credit Facility, Affirmed B1

Outlook Actions:

Issuer: Banijay Entertainment S.A.S.

Outlook, Changed To Stable From Negative

Issuer: Banijay Group S.A.S.

Outlook, Changed To Stable From Negative

Issuer: Banijay Group US Holdings Inc.

Outlook, Changed To Stable From Negative

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Banijay Group S.A.S. (Banijay), headquartered in Paris, France, is
the world's largest independent content production group. It
creates, develops, sells, produces and distributes television
content worldwide across a well-diversified network of around 120
production companies in 22 different countries. The group has a
strong position in both scripted and non-scripted content
production and benefits from an extensive library of around 120,000
hours of content. In 2021, the group reported revenue and EBITDA of
EUR2.8 billion and EUR435 million, respectively.

GINKGO SALES 2022: Fitch Assigns 'B+' Rating on Class F Debt
------------------------------------------------------------
Fitch Ratings has assigned Ginkgo Sales Finance 2022 final
ratings.

   DEBT                  RATING
   ----                  ------
Ginkgo Sales Finance 2022

Class A FR0014009VH6    LT AAAsf    New Rating
Class B FR0014009VI4    LT AAsf     New Rating
Class C FR0014009VJ2    LT Asf      New Rating
Class D FR0014009VK0    LT BBBsf    New Rating
Class E FR0014009VL8    LT BB+sf    New Rating
Class F FR0014009VM6    LT B+sf     New Rating
Class G FR0014009VN4    LT NRsf     New Rating

TRANSACTION SUMMARY

Ginkgo Sales Finance 2022 is a 10-month revolving securitisation of
French unsecured consumer loans originated in France by CA Consumer
Finance (CACF, A+/Stable/F1). The securitised portfolio consists of
specific-purpose loans advanced to individuals to finance the
purchase of home equipment and recreational vehicles. All the loans
bear a fixed interest rate and are amortising with constant monthly
instalments.

KEY RATING DRIVERS

Underlying Receivables Credit Risk: Fitch analysed obligor credit
risk by forming base-case default expectations (4.3%) and recovery
assumptions (41.7%), stressing these assumptions according to each
class of notes' rating. The agency reviewed default and recovery
data on the originator's total loan book.

Revolving Period Risk Mitigated: The transaction will have a
maximum 10-month revolving period. The short length of the
revolving period, eligibility criteria and early amortisation
triggers mitigate the risk it introduces. Fitch has also analysed
potential changes to portfolio composition during this period and
stressed the average interest rate of the portfolio and its
composition.

Hybrid Pro Rata Redemption: The transaction has hybrid pro rata
redemption. The transaction will amortise sequentially until class
A reaches its targeted subordination ratio. The notes will then
amortise at their targeted subordination ratio calculated as a
percentage of the performing and delinquent balance. If no
sequential amortisation event occurs, all the notes will amortise
pro rata, otherwise the transaction's amortisation will become
irrevocably sequential.

Classes C to F Capped at 'A+sf': Payment interruption risk (PIR) is
mitigated by the existence of dedicated liquidity reserves for the
class A and B notes, but the class C to F notes do not benefit from
this dedicated liquidity protection. However, Fitch considers that
for these notes PIR is mitigated by the commingling reserve, which
becomes available if the servicer is downgraded below 'BBB'/'F2'.

Under Fitch's criteria, these rating triggers are commensurate with
ratings up to the 'Asf' category when PIR is considered a primary
risk driver. As a result, the class C, D, E and F notes' ratings
are capped at 'A+sf'.

Servicing Continuity Risk Mitigated: CACF is the transaction
servicer. No back-up servicer was appointed at closing. However,
servicing continuity risks are mitigated by, among other things, a
monthly transfer of borrowers' notification details and two reserve
funds to cover liquidity on the class A and B notes and the
management company being responsible for appointing substitute
servicer within 30 calendar days upon the occurrence of a servicer
termination event.

RATING SENSITIVITIES

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

Unexpected increases in the frequency of defaults or decreases in
recovery rates could produce larger losses than the base case and
could result in negative rating action on the notes. For example, a
simultaneous increase of the default base case by 25% and decrease
of the recovery base case by 25% would lead to downgrades of two to
four notches of all notes.

Fitch has revised its Global Economic Outlook forecasts as a result
of the Ukraine war and related economic sanctions. Downside risks
have increased and Fitch has published an assessment of the
potential rating and asset performance impact of a plausible, but
worse-than-expected, adverse stagflation scenario on Fitch's major
structured finance and covered bond sub-sectors (What a Stagflation
Scenario Would Mean for Global Structured Finance). Fitch expects a
"Mild to Modest" impact on French ABS asset performance in the
assumed adverse scenario, driven primarily by decreasing
unemployment forecasts, and "Virtually no impact" on ratings
performance, indicating a low risk of rating changes.

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

The class A notes' 'AAAsf' rating is the highest level on Fitch's
scale and cannot be upgraded. The class C to F notes' rating are
capped at 'A+sf' and therefore cannot be upgraded above this.

The class B to F notes could be upgraded if defaults are lower or
recoveries higher than expected in Fitch's analysis. For example, a
decrease of 25% of the default base case and increase of 25% of the
recovery base case would lead to upgrades of one to three notches
for the class B to F notes.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Ginkgo Sales Finance 2022

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

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

Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.

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

ESG CONSIDERATIONS

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




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

CONDOR: EU Postpones Ruling on Ryanair's Challenge to Bailout
-------------------------------------------------------------
Barry O'Halloran at The Irish Times reports that European judges
have postponed a ruling on a Ryanair challenge to Germany's EUR320
million bailout of rival airline Condor during the Covid-19
crisis.

Ryanair asked the European courts to overturn a European Commission
decision to allow the German government to lend Condor EUR550
million in April 2020 for damage done by Covid flight
cancellations, The Irish Times relates.

The General Court of the European Union was due to rule on
Ryanair's challenge to the commission's decision on Wednesday, May
11, but postponed its judgment until further notice, The Irish
Times notes.

Last June, the court stalled the commission's decision to allow the
aid, but did not rule finally on whether the aid was illegal, The
Irish Times recounts.  Instead judges told officials to reexamine
the German deal to ensure it complied with EU law, The Irish Times
states.

Charter and holiday airline Condor was part of travel group Thomas
Cook, which collapsed in 2019, forcing the German carrier into
insolvency, The Irish Times discloses.

Efforts to rescue it failed when a potential buyer pulled out in
April 2020 after Europe-wide restrictions grounded air travel, The
Irish Times relays.

According to The Irish Times, Ryanair argued that the commission
had failed to take into account that Condor's insolvency had
resulted from Thomas Cook's failure and not Covid-19, when it
allowed the German government to bail out the airline.

However, after re-examining the issue after last June's court date,
the commission said in July 2021 that it would allow the German
government give a total of EUR321.2 million in loans and write-offs
to aid Condor's restructuring, The Irish Times recounts.

Commission vice-president Margrethe Vestager argued that the
measures would allow Germany to compensate Condor directly for
damage done to its business by Covid-19 travel restrictions, The
Irish Times discloses.
  
Ryanair mostly argued that European governments' aid mostly
favoured their former state carriers, giving them an unfair
advantage over others, including the Irish airline, according to
The Irish Times.


RETAIL AUTOMOTIVE 2021: S&P Raises Cl. F Notes Rating to 'BB+(sf)'
------------------------------------------------------------------
S&P Global Ratings affirmed its 'AAA (sf)', 'AA (sf)', 'A+ (sf)',
and 'BBB+ (sf)' credit rating on Retail Automotive CP Germany 2021
UG's class A, B, C, and D-Dfrd notes, respectively. At the same
time, S&P raised to 'BBB+ (sf)' from 'BBB (sf)' and to 'BB+ (sf)'
from 'BB- (sf)' its ratings on the class E-Dfrd and F-Dfrd notes,
respectively.

S&P said, "We removed the under criteria observation (UCO)
identifier from the ratings on the class D-Dfrd, E-Dfrd, and F-Dfrd
notes, where we placed them following the publication of our
revised criteria for rating global ABS.

"While our ratings on the class A, B, and C notes address the
timely payment of interest and the ultimate payment of principal,
our ratings on the class D-Dfrd to F-Dfrd notes address the
ultimate payment of principal and the ultimate payment of interest.
Furthermore, there is no compensation mechanism that would accrue
interest on deferred interest in this transaction.

"The rating actions follow our review of the transaction's
performance and the application of our current criteria, and
reflect our assessment of the payment structure according to the
transaction documents."

The transaction closed in October 2021 and revolved until now. The
revolving phase will end in July 2023, twenty-one months after
closing.

S&P said, "Given the relatively short time elapsed since closing
and the similarity of pool compositions between the latest investor
report and the closing pool, although we observe a positive
performance in terms of delinquencies, we kept our assumptions in
terms of gross loss base case and multiple unchanged at 2.00% and
4.8x, respectively, at 'AAA'. We also kept the balloon risk loss
unchanged.

"With the introduction of our revised criteria for rating global
ABS, we apply a different approach in terms of recoveries. We now
first size a recovery base case, which we then haircut to achieve
the stress recovery rates for the different rating categories.
Therefore, we now size a recovery base case at 65%, as we believe
that the historical data on recoveries show strong recoveries over
a relatively long timeframe (more than 10 years). We haircut the
above base case with the set of haircuts listed below. Overall, our
revised approach in estimating recoveries results in a slightly
more stressful scenario for higher-rated classes and is slightly
more beneficial for lower-rated classes."

  Table 1

  Haircuts Above The Base Case

  RATING    HAIRCUT (%)

   AAA        46

   AA         42

   A          35

   BBB        31

   BB         27

   B          23


  Table 2

  Credit Assumptions

  PARAMETER                         CURRENT

  Gross loss base case (%)              2.0

  Recovery base case (%)               65.0

  Gross loss multiple ('AAA')           4.8

  Gross loss multiple ('AA')            3.8

  Gross loss multiple ('A+')            3.3

  Gross loss multiple ('BBB+')          2.4

  Gross loss multiple ('BB+')           1.8

  Stressed recovery rate ('AAA') (%)   35.1

  Stressed recovery rate ('AA') (%)    37.7

  Stressed recovery rate ('A+') (%)    40.0

  Stressed recovery rate ('BBB+') (%)  43.6

  Stressed recovery rate ('BB+') (%)   46.2

  Balloon loss ('AAA') (%)              7.5

  Balloon loss ('AA') (%)               6.0

  Balloon loss ('A+') (%)               4.3

  Balloon loss ('BBB+') (%)             2.8

  Balloon loss ('BB+') (%)              N/A

  N/A--Not available.


S&P said, "Our operational and legal analysis is unchanged since
closing. We consider that the transaction documents adequately
mitigate the transaction's exposure to counterparty risk through
the transaction bank account provider (The Bank of New York Mellon,
Frankfurt Branch), swap counterparty (CreditPlus Bank AG), and swap
guarantor (Credit Agricole Consumer Finance S.A.) up to a 'AAA'
rating.

"Our cash flow analysis indicates that the available credit
enhancement for the class A, B, C, D-Dfrd, E-Dfrd, and F-Dfrd notes
is sufficient to withstand the credit and cash flow stresses that
we apply at the 'AAA', 'AA', 'A+', 'BBB+', 'BBB+' and 'BB+' rating
levels, respectively.

"While at closing only the class D-Dfrd notes displayed cash flow
results slightly higher than the assigned ratings, now, due to the
more beneficial approach on recoveries for lower-rated tranches,
the class E-Dfrd notes also have improved cash flow results. Due to
structural weakness linked to liquidity coverage, we believe the
ratings on the class D-Dfrd and E-Dfrd notes cannot be higher than
'BBB+ (sf), which are lower than those observed in the cash flow
results. We have therefore raised to 'BBB+ (sf)' from 'BBB (sf)'
our rating on the class E-Dfrd notes and affirmed our 'BBB+ (sf)'
rating on the class D-Dfrd notes.

"At the same time, the class F-Dfrd notes can pass our cash flow
stresses at the 'BB+' rating level. Therefore, we have raised to
'BB+ (sf)' from 'BB- (sf)' our rating on the class F-Dfrd notes.

"Our analysis shows that the application of our revised auto ABS
criteria, does not affect the ratings on the class D-Dfrd notes.
Therefore, we removed the UCO identifier from this class of notes.

"At the same time, our analysis shows that the application of our
revised auto ABS criteria, does affect the ratings on the class
E-Dfrd and F-Dfrd notes. Therefore, we raised the ratings on and
removed the UCO identifier from these classes of notes."


SGL CARBON: S&P Ups Rating to 'B-' on Stronger Capital Structure
----------------------------------------------------------------
S&P Global Ratings raised its long-term rating on German carbon and
graphite manufacturer SGL Carbon SE to 'B-' from 'CCC+' and its
issue rating on its financial instruments to 'B' from 'B-'.

The stable outlook is based on the company's supportive liquidity
position and S&P's expectation that it will build up its headroom
under the rating over the next 12 months.

S&P said, "S&P Global Ratings upgraded SGL because it has
transformed its capital structure and we predict it will generate
free cash flow in the coming years. We see as positive the
company's focus on reducing its debt and improving its capital
structure. In 2020, SGL's reported net debt was EUR311 million
(including leases). It had cut that to EUR243 million by the end of
2021. The company also reduced its other debt-related items by
about EUR80 million during the period, mainly by terminating
certain pension schemes. The company's liquidity benefits from its
undrawn RCF and it has no debt due to mature until September 2023,
when its EUR151 million convertible bond comes due. As the new
management has met some important checkpoints on its journey, we
revised our management and governance assessment to fair.

"The capital structure is likely to improve further in the coming
years. Average EBITDA over the cycle of about EUR120 million-EUR140
million implies a positive FOCF of about EUR20 million-EUR40
million, supporting a gradual reduction in the company's absolute
debt level. Under our base case, we forecast that adjusted debt
will fall to EUR600 million-EUR650 million (equivalent to reported
net debt of EUR150 million-EUR200 million) by end of 2022 and close
to EUR500 million by end of 2023, assuming that SGL repays its
convertible bond with cash. This compares with adjusted debt of
EUR705 million on Dec. 31, 2021. Our forecast doesn't include the
potential upside if SGL reduces its pension liabilities further or
repurchases bonds from the market. The company's objective is to
keep net leverage below 2.5x. This ratio more than halved to 1.5x
in 2021 from 3.1x in 2020.

"SGL will improve its profitability over time. We expect SGL's core
products to benefit from favorable long-term global trends,
especially in mobility, energy transition, and digitalization.
SGL's solutions are based on carbon fibers, graphite, and composite
materials, for the most part; these offer advantages over
traditional materials. For example, properties such as lower weight
and higher stiffness make the company well-placed to capture
clients looking for optimized products at higher prices. We believe
the main growth engine will be the light-emitting diode (LED),
semiconductor, and battery market, as well as wind and aerospace
solutions. We also assume that the company will continue to improve
efficiency and deliver additional savings, in line with its
restructuring plan. This plan includes a target of more than 700
initiatives by the end of 2023, of which more than 85% have already
been realized, including headcount reduction. In 2021, the company
achieved about EUR120 million in annual savings compared with
2019.

"The stable outlook is based on the company's supportive liquidity
position and our expectation that it will build up its headroom
under the rating over the next 12 months.

"Our base case assumes the company will generate adjusted EBITDA of
about EUR100 million-EUR120 million and positive FOCF of EUR10
million-EUR30 million in 2022 (EUR25 million-EUR50 million
excluding changes in working capital). This would result in
adjusted debt to EBITDA of less than 6x in 2022. We view adjusted
debt to EBITDA of 5x-6x (assuming a sustainable cash level of about
EUR100 million-EUR150 million) to be commensurate with the
rating."

The comfortable liquidity position and the improved capital
structure reduces the risk of a negative rating action in the
coming 12 months. However, pressure on the rating could build up if
the company is unable to address its bulky maturities before they
are due in September 2023 and September 2024.

Rating upside could materialize in the next 12 months if the
company makes progress in the following areas:

-- Refinancing its RCF thus ensuring that it can repay the coming
maturities in 2023 and 2024 from its own sources.

-- Gaining clarity on its performance in 2022, and supporting
S&P's view of EBITDA to free cash flow in 2023.

-- In S&P's view, adjusted debt to EBITDA if 4x-5x over the cycle,
including sustaining cash on balance sheet of about EUR100
million-EUR150 million, would be in line with a 'B' rating.

ESG indicators: E-2 S-2 G-4




=============
I R E L A N D
=============

ALBACORE EURO IV: Moody's Assigns B3 Rating to EUR14.6MM F Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to the debts issued by AlbaCore Euro
CLO IV Designated Activity Company (the "Issuer"):

EUR206,600,000 Class A Senior Secured Floating Rate Notes due
2035, Definitive Rating Assigned Aaa (sf)

EUR60,000,000 Class A Senior Secured Floating Rate Loan due 2035,
Definitive Rating Assigned Aaa (sf)

EUR44,000,000 Class B-1 Senior Secured Floating Rate Notes due
2035, Definitive Rating Assigned Aa2 (sf)

EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2035,
Definitive Rating Assigned Aa2 (sf)

EUR30,400,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2035, Definitive Rating Assigned A2 (sf)

EUR30,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2035, Definitive Rating Assigned Baa3 (sf)

EUR21,700,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2035, Definitive Rating Assigned Ba3 (sf)

EUR14,600,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2035, Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

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

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured obligations and up to 10%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 90% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the seven months ramp-up period in compliance with the
portfolio guidelines.

AlbaCore Capital LLP ("AlbaCore") will manage the CLO. It will
direct the selection, acquisition and disposition of collateral on
behalf of the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's 3-year reinvestment
period. Thereafter, subject to certain restrictions, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from sales of credit risk obligations or
credit improved obligations.

In addition to the eight classes of debt rated by Moody's, the
Issuer issued EUR34,400,000 Subordinated Notes due 2035 which are
not rated.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the debt in order of seniority.

Methodology underlying the rating action:

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

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

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

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

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

Par Amount: EUR450,000,000.00

Diversity Score: 51 (*)

Weighted Average Rating Factor (WARF): 2925

Weighted Average Spread (WAS): 3.85%

Weighted Average Coupon (WAC): 4.75%

Weighted Average Recovery Rate (WARR): 42.60%

Weighted Average Life (WAL): 6.7 years

CARLYLE GLOBAL 2014-3: Moody's Affirms B2 Rating on Cl. E-R Notes
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Carlyle Global Market Strategies Euro CLO 2014-3
Designated Activity Company:

EUR22,000,000 Class A-2A-R Senior Secured Floating Rate Notes due
2032, Upgraded to Aa1 (sf); previously on Jan 31, 2018 Definitive
Rating Assigned Aa2 (sf)

EUR20,000,000 Class A-2B-R Senior Secured Fixed Rate Notes due
2032, Upgraded to Aa1 (sf); previously on Jan 31, 2018 Definitive
Rating Assigned Aa2 (sf)

EUR26,000,000 Class B-R Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Aa3 (sf); previously on Jan 31, 2018
Definitive Rating Assigned A2 (sf)

EUR22,500,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Baa1 (sf); previously on Jan 31, 2018
Definitive Rating Assigned Baa2 (sf)

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

EUR265,750,000 Class A-1A-R Senior Secured Floating Rate Notes due
2032, Affirmed Aaa (sf); previously on Jan 31, 2018 Definitive
Rating Assigned Aaa (sf)

EUR5,250,000 Class A-1B-R Senior Secured Fixed Rate Notes due
2032, Affirmed Aaa (sf); previously on Jan 31, 2018 Definitive
Rating Assigned Aaa (sf)

EUR32,500,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed Ba2 (sf); previously on Jan 31, 2018
Definitive Rating Assigned Ba2 (sf)

EUR13,000,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed B2 (sf); previously on Jan 31, 2018
Definitive Rating Assigned B2 (sf)

Carlyle Global Market Strategies Euro CLO 2014-3 Designated
Activity Company, issued in October 2014 and reset in January 2018,
is a collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European and US loans. The
portfolio is managed by CELF Advisors LLP. The transaction's
reinvestment period will end in July 2022.

RATINGS RATIONALE

The rating upgrades on the Class A-2A-R, A-2B-R, B-R and C-R Notes
are primarily a result of the benefit of the shorter period of time
remaining before the end of the reinvestment period in July 2022.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.

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

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

Performing par and principal proceeds balance: EUR435.6 m

Defaulted Securities: none

Diversity Score: 59

Weighted Average Rating Factor (WARF): 3032

Weighted Average Life (WAL): 4.2 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.71%

Weighted Average Coupon (WAC): 4.41%

Weighted Average Recovery Rate (WARR): 45.08%

Par haircut in OC tests and interest diversion test: none

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

Portfolio amortisation: Once reaching the end of the reinvestment
period in July 2022, the main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

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

CONTEGO CLO IV: Moody's Affirms B2 Rating on EUR11.4MM Cl. F Notes
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Contego CLO IV Designated Activity Company:

EUR31,600,000 Class B-1-R Senior Secured Floating Rate Notes due
2030, Upgraded to Aa1 (sf); previously on Mar 3, 2021 Definitive
Rating Assigned Aa2 (sf)

EUR10,000,000 Class B-2-R Senior Secured Fixed Rate Notes due
2030, Upgraded to Aa1 (sf); previously on Mar 3, 2021 Definitive
Rating Assigned Aa2 (sf)

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

EUR211,800,000 (current outstanding amount EUR211,665,595) Class
A-R Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on Mar 3, 2021 Definitive Rating Assigned Aaa (sf)

EUR21,000,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed A2 (sf); previously on Mar 3, 2021
Definitive Rating Assigned A2 (sf)

EUR16,200,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Baa2 (sf); previously on Mar 3, 2021
Definitive Rating Assigned Baa2 (sf)

EUR22,400,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Mar 3, 2021
Affirmed Ba2 (sf)

EUR11,400,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed B2 (sf); previously on Mar 3, 2021
Affirmed B2 (sf)

Contego CLO IV Designated Activity Company issued in July 2017 and
refinanced in March 2021, is a collateralised loan obligation (CLO)
backed by a portfolio of mostly high-yield senior secured European
loans. The portfolio is managed by Five Arrows Managers LLP. The
transaction's reinvestment period ended in July 2021.

RATINGS RATIONALE

The rating upgrades on the Class B-1-R and B-2-R Notes are
primarily a result of the benefit of the transaction having reached
the end of the reinvestment period in July 2021.

The affirmations to the ratings on the Class A-R, C-R, D-R, E and F
Notes are primarily a result of the expected losses on the notes
remaining consistent with their current ratings after taking into
account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralization (OC) levels.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements. In particular, Moody's assumed that
the deal will benefit from a shorter amortisation profile than it
had assumed at the last rating action in March 2021.

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

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

Performing par and principal proceeds balance: EUR346.7m

Defaulted Securities: nil

Diversity Score: 53

Weighted Average Rating Factor (WARF): 2964

Weighted Average Life (WAL): 4.8 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.8%

Weighted Average Coupon (WAC): 3.9%

Weighted Average Recovery Rate (WARR): 44.4%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

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

GORTINORE: Founder Hopeful to Secure Funding Via Examinership
-------------------------------------------------------------
John Mulligan at the Irish Independent reports that Aidan Mehigan,
the co-founder of Gortinore Distillery, which owns the Natterjack
whiskey brand, has said he's hopeful the company will secure up to
EUR4 million in funding it needs to survive as it moves towards
examinership.

An interim examiner, Shane McCarthy from KPMG, was recently
appointed to the whiskey company after the owner of an EUR850,000
loan note provided to the company in 2018 initially moved to put
the business into receivership, the Irish Independent discloses.

That loan was provided by a Jersey-based company called Cowcub, the
Irish Independent states.

While Dublin-based US businessman Joseph Elias is listed on
examinership documents linked to Cowcub, most recent records in the
Channel Islands show that the Jersey firm is wholly controlled by
Mr. Elias' wife, Donna-Marie Sabga, the Irish Independent notes.

It's understood that the total now owed on the loan, including
interest, amounts to EUR1.3 million, according to the Irish
Independent.

A report was prepared by Declan McDonald from PwC, which has said
the distilling firm has a reasonable prospect of surviving if it
can successfully navigate examinership, the Irish Independent
relates.

A full hearing on the examinership is due to be heard on May 23,
the Irish Independent disclsoes.

Speaking to the Irish Independent, Mr. Mehigan said that the
business had generated sales of about EUR250,000 in 2019, having
launched early that year, the Irish Independent notes.

However, he said the Covid pandemic had a major negative impact on
the ability of the group to effectively market its whiskey, the
Irish Independent relays.

"We've done quite a bit without a huge amount of capital," the
Irish Independent quotes Mr. Mehigan as saying.  "We needed to
enter examinership so we could trade out of this.  And that's what
the process is for -- good businesses that have a large debt they
can't pay."

Mr. Mehigan added that he's hopeful a significant chunk of the
additional investment that's required will come from a single
backer, while he also anticipates that existing investors will
stump up more cash, the Irish Independent notes.  He's been
courting investors in the US -- where some other individual
investors in the business are already based -- for the extra
financing, according to the Irish Independent.




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

CORESTATE CAPITAL: S&P Downgrades ICR to 'CCC-', Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Corestate Capital Holding S.A. (Corestate) to 'CCC-' from 'CCC'. At
the same time, S&P lowered its issue ratings on Corestate's two
bonds to 'CCC-' from 'CCC'.

The negative outlook reflects S&P's view that it would likely
consider a restructuring of the two bonds--which it expects over
the next six months--as tantamount to a default.

Corestate will likely undertake a debt restructuring in the next
six months.

S&P said, "Corestate has mandated a financial advisor to prepare
alternative options to a conventional refinancing. Considering the
unfavorable capital markets and Corestate's weak business
prospects, we consider a conventional refinancing of the bonds as
highly unlikely. In addition, Corestate's weak cash accumulation
over the first quarter of 2022 and further delays in the sale of
the Gießen shopping center make it unlikely that Corestate would
be able to repay the bond maturing in November 2022 with cash. As
such, Corestate will likely need to agree on amended terms with its
existing bondholders. We expect progress on these negotiations
before the first bond maturity on Nov. 28, 2022. Until then,
Corestate depends on unanticipated and significantly favorable
developments to prevent a debt restructuring.

"We would likely treat a debt restructuring as a default. We would
view a debt restructuring as distressed if the likely alternative
is a conventional default and if the bondholders receive less value
than they were promised under the original securities without
adequate offsetting compensation. This could occur in the event of
a below-par exchange, maturity extension, reduction in interest
rate, slower timing of payments, or a shift to a more junior
ranking in the capital structure. Examples of adequate offsetting
compensation include fees or an increased interest rate.

"Financial problems will have negative repercussions for
Corestate's 2022 business prospects. With the publication of its
first-quarter 2022 results, Corestate withdrew its financial
outlook for the full year, indicating material uncertainty around
its new business prospects. We have therefore adjusted our
forecasts and expect cash funds from operations to be only slightly
positive for the full year.

"Contrary to our expectations, Corestate did not make any progress
in accumulating cash over first-quarter 2022. It also unexpectedly
relaunched the sale of the Gießen shopping center, which might not
close and convert into cash before the first bond matures. Overall,
we consider that there are material downside risks to our base
case, which is that Corestate will very likely not be able to repay
its bond maturing in November 2022 with cash, absent significant
positive developments on cash conversion."

Principal liquidity sources for the 12 months from April 1, 2022,
include:

-- EUR63 million in unrestricted cash as of March 31, 2022.

-- Around EUR5 million in cash funds from operations.

-- EUR30 million of net cash proceeds from the sale of the Gießen
shopping center.

-- EUR50 million from a reduction in bridge loans.

-- EUR20 million from the disposal of associates and joint
ventures.

-- EUR15 million from the closing of the residential and
commercial real estate fund, Opportunity, and maturing
co-investments in other funds.

-- EUR14.5 million from the sale of property management company
Capera.

Principal liquidity uses for the same period include:

-- The full repayment of EUR191 million of debt maturing in
November 2022.

-- Around EUR15 million of additional working capital requirements
that include outflows for warehousing activities.

-- Low capital expenditure of EUR1 million-EUR2 million.

-- S&P also notes an additional bond maturity of EUR298 million in
April 2023.

S&P said, "The negative outlook reflects the possibility that we
could lower our ratings within the next six months if Corestate
announces a debt restructuring. In our view, a debt restructuring
is inevitable before the first bond maturity on Nov. 22, 2022.

"We could lower our ratings if a potential debt restructuring
results in bondholders receiving less than the original promise.
Absent appropriate offsetting compensation for the bondholders, we
would view such a restructuring as tantamount to a default.

"We could revise the outlook to stable if we observe material
progress in refinancing without the bondholders bearing losses. Any
announced debt restructuring would require adequate offsetting
compensation for the bondholders."

Company Description

Corestate is a niche real estate investment manager, with EUR18.4
billion in core assets under management as of March 31, 2022. The
company provides asset and fund management services along the whole
real estate value chain to a mix of institutional,
semi-institutional, and retail clients. It invests across all major
real estate asset classes, including residential and student
housing buildings, offices, and retail spaces. Corestate mainly
operates in German-speaking countries, but also internationally.


CURIUM BIDCO: Fitch Affirms 'B' LongTerm IDRs, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Curium Bidco S.a.r.l.'s (Curium) senior
secured term loan (TLB) at 'B+' with a Recovery Rating of 'RR3',
following the announced EUR298 million-equivalent TLB tap.
Concurrently, Fitch has affirmed Curium's Long-Term Issuer Default
Rating (IDR) at 'B' with Stable Outlook.

The debt proceeds will be used to refinance Curium's second-lien
debt. The current 'CCC+' second-lien debt rating will be withdrawn
upon completion of the TLB add-on according to plan.

The ratings of Curium remain constrained by high, albeit gradually
declining, leverage and small scale of its business operations.
Rating strengths are its solid positioning in the protected niche
market for nuclear medicine, leading to high revenue defensibility
and profitability.

The Stable Outlook reflects Fitch's assumption of steady profitable
growth with moderate execution risks as Curium prioritises in-house
product development in the near term over inorganic growth.

KEY RATING DRIVERS

Strong Market Positions: The ratings reflect Curium's strong market
position in the nuclear medicine market, where it enjoys an
industry-leading geographical footprint and product range. Its
vertical integration allows it to have control from the sourcing of
radioactive substances to the distribution of products to
end-users, underpinning a robust business model. The ratings are,
however, affected by low product diversification and scale relative
to broader healthcare peers.

Strong post-Pandemic Recovery: Fitch's rating case reflects revenue
CAGR of 6.5% to 2024, driven by stable growth in Curium's
underlying portfolio alongside a ramp-up of recently launched
products. This follows a strong rebound of activity with sales
increasing 16% in 2021 to EUR689 million, supported by new launches
and integration of previous acquisitions. Fitch views EBITDA
margins of above 27% as strong for the rating and reflective of its
specialist and protected business model.

Deleveraging Capacity: Fitch's rating case assumes gradually
improving headroom under the rating with total debt/EBITDA trending
towards 5.5x by 2024 from its peak at 7.5x in 2021. This is driven
by Fitch's assumption of continued profitable organic growth of the
business, supported by strong fundamentals, such as an ageing
population and increasing access to specialist care.

Temporarily Depressed Cash Flows: Fitch's rating case considers
Curium's decision to prioritise in-house product development over
inorganic growth in the near term, with a focus on four diagnostic
and therapeutic drugs. This will lead to greater upfront
investment, turning Fitch-calculated free cash flow (FCF) negative
for 2022. Its pivot towards in-house development, with greater
uncertainty around timing and success of product launches,
increases its business risk profile, but also reduces financial
risks associated with M&A. Overall, Fitch sees moderate execution
risks as the company strategically evolves.

Industry with High Barriers to Entry: The nuclear medicine industry
exhibits very high barriers to entry as strict regulatory approvals
are required from both nuclear and medical agencies, as well as
clearance at various customs for transportation. Barriers of entry
are also reinforced by way of Curium's vertical integration.

Waste & Hazardous Materials Management Risks: Curium is exposed to
the production and transportation of radioactive materials, which
are central to its operations. Its successful management of
handling hazardous materials and corresponding ecological impact
means it has no influence on Curium's rating. Production of
radioactive material leads to contamination of the production
sites, so Curium is obliged to fully decommission and decontaminate
such sites when they are no longer in use. Nevertheless, as per the
company's disclosure under its IAS 37 requirements, no
decommissioning will start to take place until 2048 at the
earliest, with environmental accounting provisions and bank
guarantees in place.

DERIVATION SUMMARY

Fitch assesses Curium using its Rating Navigator Framework for
Producers of Medical Products and Devices. Larger peers focused on
medical devices, such as Boston Scientific Corporation
(BBB/Positive) and Fresenius SE & Co. KGaA (BBB-/Stable), are not
directly comparable to Curium's line of business. Nevertheless,
both peers illustrate the benefits of size (sales of more than
EUR10 billion) and a diversified product offering, which in the
case of Fresenius offsets its estimated 4.5x funds from operations
(FFO) adjusted net leverage to maintain an investment-grade
rating.

We also compare Curium's 'B' rating against that of other niche
pharmaceutical companies such as IWH UK Finco Ltd (Theramex,
B/Stable) and Financiere Top Mendel SAS (Ceva Sante, B/Stable).
Their relatively small scale and a concentrated brand portfolio,
albeit benefiting from growing product and geographic
diversification, alongside moderate financial leverage of around
5x-6x, constrain the IDRs to the 'B' rating category.

Compared with Nidda Bondco (Stada, B/Negative), Curium's business
risk profile benefits from its more protected niche market,
although this is offset by lower scale and diversification. Stada's
rating is negatively influenced by its high leverage, with an
expected spike in FFO-adjusted gross leverage to 9.0x-10.0x in
2021-2022, and a significant exposure to the Russian market,
leading to the recent revision of its Rating Outlook to Negative.

Higher-rated pharmaceutical peers Cheplapharm Arzneimittel GmbH
(B+/Stable) and Pharmanovia Bidco Limited (B+/Stable) differ from
Curium in business model, with a very asset-light business that is
focussed on lifecycle management of IP rights of niche
pharmaceutical drugs. Cheplapharm's and Pharmanovia's higher IDRs
by one notch are justified by their very high operating
profitability and double-digit FCF margins, alongside lower
financial leverage at around 4x-5x.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

-- Mid- to-high single-digit revenue growth (6.5%) CAGR to 2024,
    driven by stable growth in the company's underlying portfolio
    alongside a ramp-up of recently launched products;

-- Stable to gradually improving Fitch-adjusted EBITDA margin
    towards 29% by 2024 (2021E: 27.6%);

-- Small working-capital cash outflows, equivalent to 1% of
    revenue to 2024;

-- High capex of around EUR165 million in 2022 (22% of sales) in
    new and recently launched products, normalising to around
    EUR70 million-EUR90 million in 2023-2024.

-- EUR10 million of bolt-on acquisitions per year to 2024

-- No dividend payments

RECOVERY ASSUMPTIONS

Fitch's recovery analysis assumes that Curium would be restructured
as a going-concern (GC) operation in bankruptcy rather than
liquidated. Curium's post-reorganisation, GC EBITDA reflects
Fitch's view of a sustainable EBITDA that is 22% below 2021's
estimated Fitch-defined EBITDA of EUR193 million. In Fitch's
recovery scenario, the stress on the business would most likely
result from severe operational or/and regulatory issues.

The distressed enterprise value (EV)/EBITDA multiple of 6.0x
remains unchanged. This multiple reflects Curium's protected
specialist market position, profitability and cash-conversion
prospects. After deducting 10% for administrative claims from the
estimated post-restructuring EV, Fitch's waterfall analysis
generates a ranked recovery for the enlarged senior secured debt in
the Recovery Rating 'RR3' band, leading to a senior secured rating
of 'B+' with a waterfall generated recovery computation (WGRC) of
56%, reduced from previously 70% prior to the announced
transaction.

In Fitch's calculations, Fitch assumes the existing revolving
credit facility (RCF) of EUR200 million is fully drawn in distress
ranking pari passu with the senior secured TLB; however, Fitch
excludes EUR45 million of factoring facilities as Fitch assumes
that this would remain available through bankruptcy.

RATING SENSITIVITIES

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

-- Maintenance of a financial policy driving total debt/EBITDA
    below 5.5x (FFO gross leverage below 6.0x) on a sustained
    basis;

-- Better product and geographical diversification reflecting
    successful operational integration and acquisitions;

-- Enhanced profitability as evident in improved scale and
    pricing power with FCF margin above 5%.

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

-- Total debt/EBITDA sustained above 7.5x (FFO gross leverage
    sustained above 8.0x);

-- Neutral to mildly positive FCF margin, reflecting limited
    organic deleveraging capabilities;

-- Loss of regulatory approval relating to the
    handling/processing of nuclear substances or key products in
    the US and EU core markets.

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

Adequate Liquidity: Following the TLB tap, Curium will have access
to its EUR200 million RCF, which may be used to support new
projects and external growth opportunities. Fitch projects cash
balances to reduce somewhat over 2022, given the high capex
expected during the year of up to EUR165 million on new and
recently launched products. During 2023-2025, Fitch expects a
resumption of positive FCF and a rebuild of cash balances.

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.




=================
M A C E D O N I A
=================

NORTH MACEDONIA: Fitch Affirms 'B' Foreign Currency IDR
-------------------------------------------------------
Fitch Ratings has affirmed North Macedonia's Long-Term
Foreign-Currency Issuer Default Rating (IDR) at 'BB+' with a
Negative Outlook.

KEY RATING DRIVERS

Credit Fundamentals, Negative Outlook: North Macedonia's ratings
are supported by favourable governance relative to the 'BB' median,
and a credible and consistent policy mix underpinned by the
longstanding peg to the euro. The EU accession process helps to
anchor policy and support exports and FDI inflows. These factors
are balanced against the economy's small size and high exposure to
exchange rate risk, for example due to the banking sector's
euroisation and a high share of government debt denominated in
foreign currency, and high structural unemployment. The Negative
Outlook reflects continued material downside risks to growth and
public finances following the significant pandemic shock and the
indirect effects of the war in Ukraine.

Recovery Takes a Hit: Higher energy and food prices and slowdown in
the EU (70% of exports) will lead growth to decelerate to 2.8% in
2022, from 4% in 2021. The negative impact of net trade will be
partly balanced by private consumption, cushioned by government
support measures and wage increases, and investment. Fitch expects
a modest pick up to 3% in 2023, reflecting some easing of
geopolitical risks and energy price pressures, and gradual fiscal
consolidation with continued emphasis on public investment. The
risk of a prolonged conflict in Ukraine, continued problems of
global manufacturing supply chains or the fallout from abrupt
energy supply disruptions from Russia (100% of gas imports), such
as recently announced for Poland and Bulgaria, represent key
downside risks to Fitch's growth outlook.

Macro-Financial Stability, Higher Inflation: The long-standing 'de
facto' peg to the euro is well-anchored, despite the almost
consecutive shocks of the pandemic and war in Ukraine. Annual
inflation rose to 8.8% in March pushed by supply side factors, and
Fitch expects inflation to average 6.3% in 2022, above the forecast
5.4% 'BB' median, before easing to 3.9% in 2023. After raising its
policy rate by 25bp to 1.5% in April, Fitch believes that the
National Bank will continue normalisation of monetary policy to
anchor inflation expectations and keep FX pressures in check. The
banking sector maintains strong fundamentals. Capitalisation (17.3%
at end 2021 with Tier 1 capital of 15.8%) is adequate and
non-performing loans declined to 3.1% at end-March (end-2021:
3.2%). However, deposit euroisation remains high (45%) relative to
peers.

Higher External Deficits: Fitch forecasts the current account
deficit to widen to 5.7% of GDP in 2022, up from 3.5% in 2021, the
highest since 2004 and above the forecast 3% deficit for the 'BB'
median, due to reduced export demand and higher energy import
costs. Fitch views the increased external deficit as temporary and
the current account deficit should ease to 4.7% of GDP, still above
peers, in 2023, in line with reduced energy imports and weaker
fiscal impulse.

Contingent External Liquidity Support: After FX interventions in
1Q22, Fitch forecast international reserves at EUR3.4 billion (3.4
months of current external payments for 2022), as increased
external borrowing will support external buffers. Near-term
external liquidity risks are mitigated by the extension of the
EUR400 million temporary repo facility with the ECB until January
2023 and the recent announcement that North Macedonia has requested
a Precautionary and Liquidity Line (PLL) to the IMF, which could
help channel additional official and external market financing.

Temporary Reversal of Fiscal Consolidation: Fitch forecasts the
general government deficit to increase to 6.5% 2022, from 5.4% in
2021 and above the 4.3% of the 2022 budget, reflecting measures to
mitigate rising food and energy prices (EUR400 million or 3.2% of
GDP March package), demand for higher public sector wages, higher
pension spending and government support for key sectors including
energy and agriculture. Fitch forecasts the general government
deficit to decline to 4.8% in 2023, as temporary measures such as
lowering VAT rates and support for the electricity sector are
withdrawn. Fitch considers that the requested IMF PLL programme
could boost the credibility of authorities' commitment to fiscal
consolidation by outlining a realistic fiscal strategy including
specific measures to support tax revenue growth and keep current
spending in check, thus reducing the fiscal deficit and supporting
debt stabilisation.

Higher Debt, Composition Reduces Risks: The general government debt
declined slightly to 51.8% of GDP due to high nominal GDP growth,
lower-than-budgeted deficit and the use of the majority of the
IMF's SDR allocation (1.4% of GDP). Nevertheless, higher deficits
will push general government debt up to 55.2% of GDP in 2022 and
56% in 2023, in line with the projected 'BB' median. Government
guarantees of public entities (8.6% of GDP end-2021) are mainly
related to road projects (6.1% of GDP). The majority of foreign
currency debt (75% of total) is euro-denominated and currency risks
are mitigated by the longevity and credibility of the exchange rate
peg.

New Government, Uncertain EU Negotiations Start: After the
resignation of Prime Minister Zoran Zaev in December 2021, the new
SD SM-led coalition government led by Prime Minister Dimitar
Kovačevski has a 63 MPs (out of 120) majority, but high political
polarisation and legislative gridlock remain challenges. Both new
governments in Bulgaria and North Macedonia have expressed
increased goodwill towards achieving a solution, the feasibility of
a breakthrough in the near term is uncertain, as political space
seems limited due to coalition politics in Bulgaria, increased
support for the opposition and growing disillusionment with the
delay in the start of the EU negotiation process in North
Macedonia.

ESG - Governance: North Macedonia has an ESG Relevance Score (RS)
of '5[+]' for both Political Stability and Rights and for the Rule
of Law, Institutional and Regulatory Quality and Control of
Corruption. Theses scores reflect the high weight that the World
Bank Governance Indicators (WBGI) have in Fitch's proprietary
Sovereign Rating Model. North Macedonia has a medium WBGI ranking
at 53 reflecting a recent track record of peaceful political
transitions, a moderate level of rights for participation in the
political process, moderate institutional capacity, established
rule of law and a moderate level of corruption.

RATING SENSITIVITIES

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

-- Public Finances: Materially higher than forecast general
    government debt/GDP over the medium term, for example, due to
    weaker growth prospects or expectations of a more prolonged
    fiscal loosening;

-- Macro & External Finance: Persistently high inflation and
    increased external vulnerabilities, for example due to a
    sustained period of large current account deficits net of FDI,

    which could exert pressure on foreign currency reserves and/or

    the currency peg against the euro.

Structural: Adverse political developments that affect governance
standards, the economy and EU accession progress.

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

-- Public Finances: Greater confidence that general government
    debt/GDP will stabilise in the medium term, for example, due
    to economic recovery and fiscal consolidation;

-- Structural: Further improvement in governance standards,
    reduction in political and policy risk, and progress towards
    EU accession;

-- Macro: An improvement in medium-term growth prospects, for
    example through implementation of structural economic reform
    measures.

SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO)

Fitch's proprietary SRM assigns North Macedonia a score equivalent
to a rating of 'BB' on the Long-Term Foreign-Currency (LT FC) IDR
scale.

Fitch's sovereign rating committee adjusted the output from the SRM
to arrive at the final LT FC IDR by applying its QO, relative to
SRM data and output, as follows:

-- Macro: +1 notch, the positive notch adjustment offsets the
    deterioration in the SRM output driven by the pandemic and war

    in Ukraine shock, including from the growth volatility
    variable and high inflation. The deterioration of the GDP
    growth and volatility variables reflects a very substantial
    and unprecedented exogenous shock that has hit the vast
    majority of sovereigns, and Fitch currently believes that
    North Macedonia has the capacity to absorb it without lasting
    effects on its long-term macroeconomic stability.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LT FC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within
Fitch's criteria that are not fully quantifiable and/or not fully
reflected in the SRM.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Sovereigns, Public Finance
and Infrastructure 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 three 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.

ESG CONSIDERATIONS

North Macedonia has an ESG Relevance Score of '5[+]' for Political
Stability and Rights as World Bank Governance Indicators have the
highest weight in Fitch's SRM and are therefore highly relevant to
the rating and a key rating driver with a high weight. As North
Macedonia has a percentile rank above 50 for the respective
Governance Indicator, this has a positive impact on the credit
profile.

North Macedonia has an ESG Relevance Score of '5[+]' for Rule of
Law, Institutional & Regulatory Quality and Control of Corruption
as World Bank Governance Indicators have the highest weight in
Fitch's SRM and are therefore highly relevant to the rating and are
a key rating driver with a high weight. As North Macedonia has a
percentile rank above 50 for the respective Governance Indicators,
this has a positive impact on the credit profile.

North Macedonia has an ESG Relevance Score of '4[+]'for Human
Rights and Political Freedoms as the Voice and Accountability
pillar of the World Bank Governance Indicators is relevant to the
rating and a rating driver. As North Macedonia has a percentile
rank above 50 for the respective Governance Indicator, this has a
positive impact on the credit profile.

North Macedonia has an ESG Relevance Score of '4[+]' for Creditor
Rights as willingness to service and repay debt is relevant to the
rating and is a rating driver for North Macedonia, as for all
sovereigns. As North Macedonia has a track record of 20+ years
without a restructuring of public debt and captured in Fitch's SRM
variable, this has a positive impact on the credit profile.

Except for the matters discussed above, the highest level of ESG
credit relevance, if present, 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 to the way in which they
are being managed by the entity.

   DEBT              RATING                             PRIOR
   ----              ------                             -----
North Macedonia,    LT IDR          BB+      Affirmed    BB+
Republic of

                    ST IDR          B        Affirmed    B

                    LC LT IDR       BB+      Affirmed    BB+

                    LC ST IDR       B        Affirmed    B

                    Country Ceiling BBB-     Affirmed    BBB-

senior unsecured   LT              BB+      Affirmed    BB+

senior unsecured   ST              B        Affirmed    B




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

GLOBAL UNIVERSITY: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Global University Systems Holding B.V.'s
(GUSH) Long-Term Issuer Default Rating at 'B' with a Stable Outlook
and senior secured rating at 'B+' with a Recovery Rating of 'RR3'.
Fitch has also affirmed Markermeer Finance B.V.'s multi-tranche
EUR1 billion senior secured term loan B (TLB), guaranteed by GUSH,
at 'B+' with 'RR3'.

The affirmation reflects GUSH's continuing high funds from
operations (FFO) gross lease-adjusted leverage for the rating
(financial year to end-May 2022 (FY22) estimated: 7.8x), albeit
lower on a net debt basis (5.1x). The rating also reflects Fitch's
view of moderate execution risks related to management's ambitious
growth strategy, which involves a significant increase in its
student population across existing institutions and its recruitment
& retention platform and offering more online content, while
utilising existing campus facilities.

The rating is supported by GUSH's strong diversification across
under- and post-graduate university/higher education courses,
different disciplines and geographies, and an operating platform
that has swiftly adapted to online tuition. The group also has high
financial flexibility with an end-December 2021 cash balance of
around GBP450 million, no debt maturities until 2026-2027 and
strong free cash flow (FCF) capacity.

KEY RATING DRIVERS

Strong Post-Pandemic Outlook: Many of the core universities and
education entities within GUSH swiftly adapted to pandemic
conditions as the group successfully shifted teaching modules and
campus activities online. Coming out of the pandemic, the online
option is being retained for most students and is beneficial to the
group as it allows it to scale volumes within existing
infrastructure. Courses now offer the duality of online with campus
tuition and overseas students can start online and continue
on-campus when travel and visas become feasible. Fees have remained
the same for courses.

Recruitment & Retention Platform Challenged: The core recruitment &
retention platform that places overseas students with third-party
US universities remains challenged, as post-pandemic, existing
students have not returned and fewer overseas students are
recruited for the US. Some volumes are being replaced by placements
within Europe. However, this is a lower margin activity on
shorter-year courses, so the group's previous high profitability
from the recruitment & retention platform may not recover to
pre-pandemic levels within the rating horizon.

High Group Profitability; Varied at Portfolio Level: Some entities
are well-established (University of Law, University Canada West,
and Arden University) and inherently profitable with limited
pandemic-related disruption. Others have been more recently
acquired (India in 2019 - engineering, fashion and design, and R3
in the Caribbean in 2020 - medicine, veterinary science) with
growing EBITDA margins and still recovering from the pandemic
impact. The smaller amassed German activities (2018 - business,
creative arts, media & communication) only reached break-even
levels of profitability in FY21. Overall, group profitability
remains healthy, with EBITDA margins above 25%.

Recurring Diverse Income Streams: GUSH benefits from a varied
income stream stemming from its geographically diverse, single- or
multi-year courses offering covering different subjects that also
span vocational and professional tuition. The range of disciplines
includes business, legal (together 50% of FY21 enrolment), arts &
design, IT, medical/sciences and engineering. Geographies encompass
the UK, US, Canada, India, Caribbean and Germany, including
partnerships with Asian locations. Some courses are for two or more
years, resulting in some inelasticity of its revenue profile.
Combined with low capex requirements, this leads to inherently
positive FCF generation.

Execution Risks From High Growth Model: Management plans to rapidly
ramp-up student enrolment across many of GUSH's core institutions,
offering more courses online and tapping into its international
recruitment & retention platform. Increasing volumes within
existing campus infrastructure and online experiences can dilute
the student experience and teaching standards, and has potential
for reputational risk. In regions with particularly strict
regulatory standards (e.g. the UK), maintaining accreditations with
the relevant local governing bodies may become difficult (as seen
in St Patrick's College, London).

Some Dependence on Overseas Students: Overseas students will
represent over 30% of GUSH's revenue in FY22, with Canadian
institutions being overseas-dependent. ULaw, Arden and Germany are
aiming to increase overseas student enrolment, whereas India and R3
are mainly domestic. As witnessed during the peak pandemic
disruption of 2020-21, this volume is vulnerable to governments'
immigration stance. GUSH will not be alone in targeting Asia and
other emerging markets' significant growth potential for high
paying overseas students.

Leverage Profile Constrains Rating: To narrow the difference
between gross and net debt metrics, Fitch modelled the repayment of
GUSH's drawn revolving credit facility (RCF) in FY23 (the RCF was
drawn in 1H20 in response to the pandemic) to ensure excess
liquidity for the group. With this adjustment, FFO lease-adjusted
gross leverage is 7.8x (FFO net leverage: 5.1x) in FY22, reducing
to 6.0x (net 4.1x) thereafter. GUSH's working capital position is
inherently negative, which creates cash inflows during growth
periods of increased turnover. GUSH still has strong de-leveraging
capacity due to its positive FCF.

Continued Acquisition Appetite: Fitch's rating case assumes that
GBP70 million per year of positive FCF is diverted to acquisitions
at an initial 8x EBITDA multiple, yielding around 20% EBITDA
margin. This would increase the group's profitability, as Fitch
assumes that GUSH would apply its template of content and student
growth.

Criteria Variation: Fitch's Corporate Rating Criteria guides
analysts to use the income statement rent charge (depreciation of
leased assets plus interest on leased liabilities) as the basis of
its rent-multiple adjustment (capitalising to create a
debt-equivalent) in Fitch's lease-adjusted ratios. However, GUSH's
accounting rent (GBP62.4 million) in its 18-month FY21 income
statement is significantly higher than the equivalent cash flow
rent paid (GBP45.6 million), so Fitch has applied an 8x debt
multiple to 12-months equivalent annual cash rent when calculating
the group's lease-adjusted debt.

There are various reasons for the difference in accounting rent
versus cash paid rent. GUSH has long-dated real estate leases,
which result in higher non-cash, straight-lined, "depreciation"
within accounting rent. In some other Fitch-rated leveraged finance
portfolio examples, the difference between accounting and cash
rents is not of the magnitude to justify this switch to capitalise
cash rents.

DERIVATION SUMMARY

Compared with Fitch's credit opinions on private education
providers at the lower end of the 'B' rating category, GUSH
benefits from more diversified income by geography and by type of
higher education (business, accounting, law, medical, arts,
languages, industrial, under- and post-graduate) as well as format
(traditional campus or online learning options). GUSH has a better
rationale for building up an education group, anchored by its
recruitment & retention unit (a significant cost for other higher
education groups seeking overseas students) and exhibits greater
content sharing between some course modules. GUSH had been using
and developing on-line course platforms (through Arden) before the
pandemic necessitated it.

GUSH has wider breadth than the K-12 schools of Lernen Bidco
Limited (Cognita: B-/Positive) and GEMS Menasa (Cayman) Limited
(B/Stable). However, GUSH offers shorter typically 3 to 4 year
courses (longer for part-time) whereas retention will be higher for
primary through secondary schools. As GUSH has grown it has
increased its mix of reliance on international students: recruiting
for third-party US universities and its own Canada operations
versus predominantly local intake for its India, UK and Asia
locations.

GEMS and Cognita have under-capacity to fill, partly due to the
pandemic but primarily because of new-builds taking time to
establish and fill-up. Cognita management states that none of its
acquisitions have been loss-making, when bought. GUSH does not
undertake greenfield developments but has a history of buying some
un-profitable institutions which, for various reasons, have taken
time to improve often through increased enrolment and product
repositioning. Cognita and GEMS tends to have digestible-sized
bolt-on acquisitions, whereas some of GUSH acquisitions have been
sizeable (recently India, Caribbean, expansion in Canada). All
three rated entities are individual (Cognita: Joseph foundation)
and part-private equity owned.

Compared with the twice as large but Dubai-concentrated GEMS, GUSH
has FFO gross lease-adjusted leverage at 7.8x (net 5.1x) compared
with GEMS at 6.9x (net: 6.6x). GUSH has a group EBITDA margin of
around 25% to 30% that is enhanced by product mix (GEMS: 24%).

KEY ASSUMPTIONS

-- Fitch compiled a division-by-division forecast for the group
    (other than St Patrick's and the recruitment & retention
    division) with stronger divisions (Arden, Germany, Ulaw and
    Canada) achieving up to 10% annual student volume growth (or
    in certain cases higher in FY22, where Fitch has good
    visibility over FY22 outtake), and weaker/uncertain divisions
    (R3,India) lower growth; and annual fee increases of 1% to 3%
    per year except for specific cases (such as phased catch-up
    fee increases for Arden students);

-- For St Patrick's and the recruitment & retention division,
    Fitch has conservatively assumed that the recruitment &
    retention activity and associated profitability remain below
    pre-pandemic levels over the rating horizon and Fitch has
    assumed St Patrick's will remain in managed decline mode;

-- Divisional EBITDA margins approach above 35% for stronger
    divisions, lower for turnaround divisions. As a group, without

    the recruitment & retention division returning to pre-pandemic

    volumes, Fitch projects the group's EBITDA margin at around
    25%;

-- GBP70 million acquisitions (bolt-on or mid-sized) at an 8x
    EBITDA multiple and 20% EBITDA margin;

-- Annual capex projected at around 3.5% of revenues;

-- No shareholder distributions.

Recovery Ratings Assumptions:

Fitch's recovery analysis assumes that GUSH would be reorganised as
a going-concern (GC) in bankruptcy rather than liquidated given
that the value of the business lies in the strength of its
institutions and recruiting operating platform. Fitch-estimated GC
value amounts to GBP709 million.

Referencing the projected FY22 Fitch-adjusted EBITDA of GBP159
million, Fitch derives a GC EBITDA at GBP118 million, a level at
which the group would be generating neutral-to-marginally positive
FCF but likely result in an unsustainable capital structure. An
enterprise value (EV)/EBITDA multiple of 6x remains in line with
peers' and reflects the business's portfolio diversification,
healthy cash-generation capabilities and strong brands.

After deducting 10% for administrative claims, Fitch's waterfall
analysis generated a ranked recovery in the 'RR3' band, indicating
'B+' senior secured ratings for the RCF and TLB, which rank pari
passu with each other and include an assumed fully-drawn GBP120
million RCF. This results in a waterfall generated recovery
computation (WGRC) output percentage of 63% based on current
metrics and assumptions.

RATING SENSITIVITIES

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

-- Maintaining 30% group EBITDA (after leases; comparable with
    20% FFO) margin with a positive cash flow contribution from
    recruitment & retention, due to successful integration of
    acquisitions with lower profit margins;

-- Lease-adjusted gross debt/EBITDAR below 5.0x, or FFO lease-
    adjusted gross leverage below 6.0x on a sustained basis. Fitch

    expects to see a convergence between gross debt and net debt
    leverage ratios, reflecting greater clarity on capital
    allocation.

-- EBITDAR/interest plus rents above 4.0x, or FFO fixed charge
    coverage above 3.0x on a sustained basis;

-- Sustained positive FCF after acquisitions;

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

-- Evidence of more aggressive debt-funded acquisitions, which
    leads to lease-adjusted gross debt/EBITDAR above 6.5x or FFO
    lease-adjusted gross leverage above 7.5x on a sustained basis;

-- EBITDAR/interest plus rents below 3.0x, or FFO fixed charge
    coverage below 2.0x on a sustained basis;

-- EBITDA margin below 20% or FFO margin below 10%;

-- FCF margin falling to low single-digits.

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

Significant Liquidity; Long-Dated Maturities: GUSH has strong
liquidity, including over GBP450 million cash on balance sheet as
of January 2022. The group's GBP120 million RCF remains mostly
drawn (GBP107 million), which reflects the group's conservative
approach to liquidity management in the context of the pandemic and
ongoing political conflicts. Fitch expects the group to repay its
RCF drawings during FY23 but project that cash balances will remain
high, averaging GBP400 million over the rating horizon, assuming no
large acquisitions or shareholder distribution payments are made.

Debt maturities are long-dated with the group's EUR1 billion TLB
due in January 2027 (RCF: July 2026).

ISSUER PROFILE

GUSH is a global, for-profit, privately owned, under- and
post-graduate university and higher education group.

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
   ----               ------              --------   -----
Markermeer Finance B.V.

senior secured       LT      B+   Affirmed    RR3     B+

Global University     LT IDR  B    Affirmed            B
Systems Holding B.V.

senior secured       LT      B+   Affirmed    RR3     B+




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

IDFINANCE SPAIN: Fitch Alters Outlook on B- LongTerm IDR to Stable
------------------------------------------------------------------
Fitch Ratings has revised IDFinance Spain S.A.'s (IDF Spain)
Outlook to Stable from Negative while affirming the financial
institution's Long-Term Issuer Default Rating (IDR) at 'B-'. Fitch
has also affirmed IDF Spain's senior unsecured debt at long-term
'B-' with a Recovery Rating of 'RR4'.

KEY RATING DRIVERS

IDRs

The ratings of IDF Spain reflect its modest size both in terms of
tangible equity and net loans, its fairly short operating history,
a business model focused on an under-banked population leading to
heightened credit risk and sensitivity to regulatory developments,
and a corporate structure with significant related-party
transactions. The ratings also reflect IDF Spain's strong operating
margins, a lean cost structure, a short-dated loan portfolio,
moderate market risk and an experienced management team.

The revision of the Outlook to Stable reflects largely receded
pandemic-related risks, and decreasing pressure on profitability
and asset quality.

IDF Spain's ratings are constrained by its narrow franchise, with
total assets and equity at a modest EUR77 million and EUR20
million, respectively, at end-1Q22 (unaudited). Nevertheless, the
company has demonstrated its ability to generate new business and
deliver a consistently positive financial result despite economic
challenges. The company issued a debut bond in September 2020 that
extended its funding maturities, despite uncertainty in capital
markets at the time.

IDF Spain's acceptable leverage, with gross debt/tangible equity at
2.6x at end-1Q22 (3.1x at end-2021) remains sensitive to higher
impairment charges or changes in lending volumes, but this is
partly balanced by high margins, adequate provisioning and moderate
market risk. Capital position has so far been helped by modest
profit distribution (debut payment at 11% of net income in 2021),
but which the company plans to increase. Nonetheless, IDF Spain's
small absolute equity base means that leverage remains sensitive to
loss events.

IDF Spain maintains wide net interest margins, which compare well
with peers'. In 2021 the company enhanced its already strong
profitability, with EUR10.5 million net profit, pre-tax return on
average assets at 21.6% (7.8% in 2020), and around 20% annualised
in 1Q22.

IDF Spain's portfolio has grown solidly at an average of around 60%
in the last four years. Fitch expects growth to continue to exceed
international peers', driven by a fairly low base and the start-up
nature of the company. The rapid asset growth (43% in 2021; on
average 94% in 2018-2020) has not, in Fitch's view, strained the
company given its scalable infrastructure and control environment
with reliance on IT and automation.

The company's credit risk appetite remains high, with an impaired
loans ratio (90 days overdue or Stage 3 loans/gross loans) at a
high 33% at end-1Q22 (29% at end-2021) and annualised impairment
charges/revenue at 64% in 1Q22 (59% in 2021). Positively, impaired
loans were 1.3x covered by loss provisions at end-1Q22 (1.4x at
end-2021).

IDF Spain's funding profile remains concentrated on secured loans
from peer-to-peer lending platforms (45% at end-1Q22, 74% at
end-2019), with its three-year unsecured bond (55% of total debt at
end-1Q22) maturing in 3Q23. Funding and liquidity risks are partly
balanced by IDF Spain's short-dated asset base and generally sound
cash generation, but the company's deleveraging capacity is yet to
be tested.

SENIOR UNSECURED DEBT RATING

IDF Spain's senior unsecured debt rating is equalised with the
company's Long-Term IDR, reflecting Fitch's expectation of average
recoveries for the notes.

ESG Issues

IDF Spain has an ESG Relevance Score of '4' for customer welfare
given its exposure to higher-risk under-banked borrowers with
limited credit histories and variable incomes. This highlights
social risks arising from increased regulatory scrutiny and
policies to protect more vulnerable borrowers (such as lending
caps) regarding its lending practices, pricing transparency and
consumer data protection.

IDF Spain has as ESG Relevance Score of '4' for exposure to social
impacts. This reflects risks arising from a business model focused
on extending credit at high rates that could give rise to consumer
and market disapproval, as well as to potential regulatory changes
and conduct-related risks affecting the company's franchise and
performance metrics.

IDF Spain has an ESG Relevance Score of '4' for group structure.
This reflects increased related-party activity and lack of
transparency. Related-party lending to group companies under the
control of shareholders (around 75% of equity at end-1Q22) is a
risk factor. This, together with group structure complexities that
can lead to sizable intra-group transactions, may increase risk to
creditors.

RATING SENSITIVITIES

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

Rating upside is limited in the medium term, but sustained growth
of IDF Spain's general business scale and diversification of
revenue to lower-risk financial products, coupled with maintenance
of healthy financial metrics, could create a positive momentum.

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

IDF Spain's ratings are particularly sensitive to deterioration in
asset quality (including a weakening of provisioning) and
profitability, in turn eroding its capital position.

An increase in gross debt/tangible equity beyond 5x on a sustained
basis, with no clear path of deleveraging in the short term, as
well as signs of contagion risk from an erosion of solvency at the
holding company level could result in a downgrade.

Constrained access to core funding sources, particularly inability
to address an upcoming refinancing of the bond well in advance of
its maturity in 3Q23 would trigger a Rating Watch Negative or
downgrade.

A related-party event adversely affecting funding-market access
would also be rating-negative.

A regulatory event or loss event that has the potential to affect
business model viability would result in a multi-notch downgrade.

IDF Spain's senior unsecured notes' rating is primarily sensitive
to changes in the Long-Term IDR. In addition, changes to Fitch's
assessment of relative recovery prospects for senior unsecured debt
in a default (eg as a result of material increase in balance-sheet
encumbrance) could result in the senior unsecured debt rating being
notched down from IDF Spain's IDR.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions and
Covered Bond 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.

ESG CONSIDERATIONS

IDF Spain has an ESG Relevance Score of '4' for customer welfare
given its exposure to higher-risk under-banked borrowers with
limited credit histories and variable incomes. This has a
moderately negative impact on IDF's Spain's rating and is relevant
to the rating in conjunction with other factors.

IDF Spain has as ESG Relevance Score of '4' for exposure to social
impacts. This reflects risks arising from a business model focused
on extending credit at high rates, which could give rise to
potential consumer and market disapproval, and potential regulatory
changes and conduct-related risks. This has a moderately negative
impact on the rating and is relevant to the rating in conjunction
with other factors.

IDF Spain has an ESG Relevance Score of '4' for group structure.
This reflects increased related-party activity and lack of
transparency, which has a moderately negative impact on the rating
and is relevant to the rating in conjunction with other factors.

Unless stated otherwise, 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.




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

TURK HAVA: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating of Turk Hava Yollari Anonim Ortakligi ("Turkish Airlines"),
B3-PD probability of default rating and caa1 baseline credit
assessment ("BCA"). The rating outlook has been changed to stable
from negative.

Moody's also affirmed the B2 rating assigned to the Class A
Enhanced Equipment Trust of the company's Bosphorus Pass Through
Trust 2015-1A ("Bosphorus") and affirmed the B1 rating assigned to
the Class B Enhanced Equipment Trust of the Japanese
Yen-denominated, Anatolia Pass Through Trust ("Anatolia"). Moody's
downgraded the ratings on the Class A Enhanced Equipment Trust of
the Anatolia Pass Through Trust to B1 from Ba3. The rating outlook
on the Bosphorus transaction was changed to stable from negative.
The rating outlook on the Anatolia transaction remains negative.

The downgrade of the rating on the Anatolia Class A instruments to
B1 positions this rating at one notch above the B2 foreign currency
ceiling Moody's has in place for the Government of Turkey (B2
negative). Having a liquidity facility provided by a financial
institution outside of the Turkish banking system that covers 18
months of interest payments facilitates the piercing of the foreign
currency ceiling by a maximum of one notch. The negative outlook on
the Anatolia transaction reflects the negative outlook on the
Government of Turkey's B2 rating. A downgrade of Turkey's rating
could result in a downgrade of the current B2 foreign currency
ceiling, which would lead to a downgrade of the B1 ratings on the
Anatolia transaction, to limit the piercing of the foreign currency
ceiling to one notch.

A List of Affected Credit Ratings is available at
https://bit.ly/37Gjkzk

RATINGS RATIONALE

The affirmation of Turkish Airlines' B3 CFR and change of outlook
to stable reflects the company's improvement in operating metrics
during 2021 and early 2022 supported by Turkish Airlines' fleet
flexibility and improving demand volumes. Revenue for the first
quarter of 2022 was 10% above the 2019 levels with strong growth in
the cargo business despite passenger revenue being 13% below 2019
levels with volume levels 20% below Q1 2019. Between December 2020
and March 2022 Turkish Airlines has reduced total debt levels
including leases by $2.3 billion to $14.4 billion. Current
short-term levels of debt remain high with $4.2 billion maturing in
the next 12 months; however, the company has strong relationship
with its lenders and a good track record of debt rollover.

Turkish Airlines' passenger revenue and the number of flights it
offers have been more resilient than EMEA's industry average
because of the company's large network, supportive fleet mix and
favorable geographical location, which makes it easier for the
company to tackle demand in a profitable manner. As such Moody's
expects operating performance and financial results to continue
improving as passenger demand recovers and reach its pre-pandemic
passenger volume levels during the second half of 2022. About 34%
of 2022 fuel volumes are hedged however, Moody's estimates that
profitability could be under pressure during the next 12 to 18
months due to continuous inflationary cost pressures across the
industry.

Turkish Airlines' B3 CFR continues to reflect the company's scale
and competitive position with a well-diversified passenger revenue
base and its role as the national flag carrier; track record of
managing through challenging operating environments through its
flexible fleet base, capacity management and cost discipline;
growing transit passengers and cargo revenues; and supportive
shareholder base with strong relationship with Turkish banks.

Conversely, the CFR remains constrained by Turkish Airlines' high
levels of short-term debt relative to liquidity available; its
exposure to an inherently cyclical industry; sensitivity to global
and domestic economic weakness, foreign-currency volatility and
geopolitical risks; and credit linkages and exposure to the Turkey
sovereign and operating environment.

Moody's classifies Turkish Airlines as a government-related issuer
(GRI) because of the Government of Turkey's 49.12% ownership stake
held through its sovereign wealth fund. The company's BCA, a
measure of standalone credit quality, has been affirmed at caa1.
The CFR incorporates a one-notch uplift from the BCA given Moody's
'strong' government support assumption and 'high' dependence
assumption.

OUTLOOK

The stable outlook reflects Moody's expectation for improving
operating performance and financial results over the next 12 to 18
months as passenger demand continues to recover while maintaining
adequate liquidity.

TURKISH AIRLINES RELATED EETCS

Moody's rates three Enhanced Equipment Trust Certificates ("EETCs")
across two Turkish Airlines EETC transactions, Series 2015-1 and
Series 2015-2. The first transaction, with $190.89 million
outstanding, is secured by three Boeing 777-300ERs delivered new to
Turkish Airlines in 2015. The final scheduled payment date for this
transaction is March 15, 2027. The second, with approximately
$37.49 million and $4.64 million outstanding in senior and junior
classes, respectively, is secured by three Airbus A321-200s
delivered new in 2015. These amounts of the 2015-2 transaction are
the US dollar equivalents of the Japanese Yen-denominated
certificates, using a May 1, 2022 yen-to-USD exchange rate of
129.8. The final scheduled payment dates for this transaction are
September 15, 2024 and September 15, 2027, respectively.

The transactions are each subject to the Cape Town Convention as
implemented in Turkish law, which is intended to facilitate the
timely repossession of the collateral should a payment default
occur. The transactions also have the standard features found in
EETC financings, including cross-default, cross-collateralization,
18-month liquidity facilities and the issuers of the rated
certificates are bankruptcy-remote entities.

The affirmation of the 2015-1 Class A rating at B2 reflects Moody's
opinion of the importance of the 777-300ER model to Turkish
Airlines' route network and operating strategy. Although Moody's
estimates a current loan-to-value near 115% including priority
claims, it believes the probability of default remains lower than
that for Turkish Airlines' corporate debt obligations.
In the unlikely rejection of the financing by Turkish Airlines in
an insolvency scenario, Moody's believes that recovery would be
meaningfully higher than that of its unsecured creditors. These
factors support the up-notching of the rating to B2 from the B3
corporate family rating.

Moody's estimates the current loan-to-values before priority claims
for the 2015-2 transaction at about 42% and about 48% for the Class
A and Class B, respectively. These declined in the past 24 months
mainly because the Japanese yen depreciated during this period. In
mid-2020, the exchange rate was about 109 yen to the dollar. It is
about 130 yen to the dollar. The appreciation of the US dollar
drives the improvement in the loan-to-values for the transaction.
Nonetheless, the Class A was downgraded one notch to B1 and the
Class B was affirmed at B1 since the foreign currency ceiling is a
constraint on these ratings. Absent the foreign currency ceiling of
B2, the ratings on the 2015-2 transaction would be higher.

Moody's views a rejection of the 2015-2 transaction in a Turkish
Airlines insolvency scenario as also unlikely. The A321-200 will
remain relevant in Turkish Airlines' fleet. Additionally, this
model will remain in-demand through the remaining life of the
financing, which will support its market value relative to the
amortizing debt profile, even with its lower fuel efficiency
compared to the newer, A321neo. If Turkish Airlines was to reject
the transaction, the aircraft would be sold for US dollars and
converted to yen to pay priority claims and retire the
certificates.

Moody's expects the equity cushions of each transaction to increase
in upcoming years, as semi-annual amortization payments increase as
maturity approaches. Notwithstanding the current environment,
Moody's believes that Turkish Airlines will remain important to the
Turkish economy, and its reliance on the global aircraft financing
market make it unlikely that the government would prevent the
airline from servicing its aircraft financing obligations should it
otherwise impose a moratorium on the banking system.

LIQUIDITY

Moody's liquidity analysis assesses a company's ability to meet its
funding requirements over the next 12-18 months under a scenario of
not having access to new funding unless it is committed and does
not assume the rollover of existing loans. Under this approach,
Turkish Airlines' liquidity is weak but has improved over the last
12 months despite the absence of undrawn long-term committed
facilities.

As of March 31, 2022, the airline had about $2.5 billion of cash
balances and $0.6 billion in time deposits relative to short term
debt of $1.0 billion and current portion of long-term debt and
leases of $3.2 billion. Of this $4.0 billion total, $0.9 billion is
with the Export Credit Bank of Turkey A.S. (Turk Exim), a
government-owned development bank mandated to support the Turkish
economy as part of the government's export-led growth policy. While
these loans are short-term in nature, Moody's believes that the
likelihood of loan rollovers by Turk Exim is very high.
Additionally, Moody's expects THY to increase its capital
expenditures in 2022 and generate negative FCF in 2022 but return
to positive FCF in 2023.

Turkish Airlines does not have any significant undrawn long-term
committed facilities that can provide a solid liquidity buffer to
the company. The airline has strong relationships with local banks,
including state owned banks, and Moody's understands that the
company has access to about $2 billion of available uncommitted
credit lines. In Moody's view, the reliance on short-term loans
being rolled over and having uncommitted credit lines are weak
sources of liquidity, and this creates greater uncertainty in the
currently volatile macroeconomic environment and challenging
industry outlook. Moody's liquidity assessment does not incorporate
Turkish Airlines' access to uncommitted credit lines, which if
included in the assessment, would indicate a stronger liquidity
profile.

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

The ratings could be upgraded if risks and uncertainties regarding
the coronavirus outbreak and the Russia/Ukraine conflict reduce
significantly, the company maintains adequate liquidity and its key
metrics improve such as (1) reliance upon short term debt and
proportion of short-term debt reduces to adequate levels and (2)
RCF/Debt remains above 20%. A rating upgrade would also require
Moody's adjusted Debt/EBITDA below 6.0x.

The ratings could be downgraded if the pace of recovery in
passenger demand is slower than the Moody's expectation, or
liquidity concerns increase, or the company is unable to strengthen
its credit metrics, in particular short term debt levels.

Changes in EETC ratings can result from any combination of changes
in the underlying credit quality or ratings of the company, Moody's
opinion of the importance of the aircraft collateral to the
operations and/or its estimates of current and projected aircraft
market values, which will affect estimates of loan-to-value.
Changes in the foreign currency ceiling and or the rating for the
Government of Turkey could also lead to changes in EETC ratings.

PRINCIPAL METHODOLOGY

The principal methodologies used in rating Turk Hava Yollari Anonim
Ortakligi were Passenger Airlines published in August 2021.

COMPANY PROFILE

Founded in 1933, Turkish Airlines is the national flag carrier of
the Republic of Turkey and is a member of the Star Alliance network
since April 2008. Through the Istanbul Airport acting as the
airline's primary hub since early 2019, the airline operates
scheduled services to 284 international and 50 domestic
destinations across 128 countries globally. It has a fleet of 248
narrow-body, 105 wide-body and 20 cargo planes.

The airline is 49.12% owned by the Government of Turkey through the
Turkey Wealth Fund while the balance is public on Borsa Istanbul
stock exchange. For the last 12 months ended March 31, 2022, the
company reported revenues of $12 billion and a net profit of $1.1
billion.



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

KYIV: Fitch Affirms 'C' LongTerm Issuer Default Ratings
-------------------------------------------------------
Fitch Ratings has affirmed the Ukrainian cities of Dnipro, Kharkov,
Kyiv, Lviv, and Odesa's Long-Term Foreign- and Local-Currency IDRs
at 'CCC'. Ratings at this level typically do not carry Outlooks due
to their high volatility.

The ratings are unchanged but their drivers have changed since
Fitch's last review. The ratings were formerly the result of
Standalone Credit Profiles (SCPs; b+) higher than and capped by the
sovereign rating at 'CCC'. Local governments (LGs) remain
institutionally strongly linked to the Ukrainian sovereign, which
is severely affected by the Russian-Ukrainian war. However, this
rating action reflects Fitch's revision of the issuers' standalone
situations, notably as the war is weighing on their debt
sustainability assessment, which in Fitch's opinion has worsened
and is no longer commensurate with a 'aa' debt sustainability (DS)
score.

LGs' overall performance has been negatively affected by the
war-related large negative shock to the national economy and the
damage to critical infrastructure. The risk of insufficient
liquidity to service the LGs' adjusted debt is elevated. In
addition, there is uncertainty about the pace of a future economic
recovery, capital market access and the cost of debt after the war
ends.

KEY RATING DRIVERS

Risk Profile: 'Vulnerable'

Fitch has not changed the assessment of the LGs' risk profiles,
which remain 'Vulnerable' and is based on 'Weaker' attributes on
the six key risk factors. The 'Weaker' assessment of the risk
factors is the lowest possible under the International Local and
Regional Governments Rating Criteria and reflects the interference
and strong interdependence of the LGs on the Ukrainian sovereign.

The assessment reflects Fitch's view of a very high risk relative
to international peers that the issuers' ability to cover debt
service with the operating balance may weaken unexpectedly over the
scenario horizon (2021-2025) notably due to lower revenue and
higher expenditure.

Ukraine government and its institutions (central government, tax
collection, social transfers, banking system) are still largely
intact. However, the damage of critical municipal and social
infrastructure - housing, schools and kindergartens, hospitals,
roads, municipal building and work establishments - and the
displacement of a large number of LGs' citizens to other places in
Ukraine or abroad, significantly restrict the LGs revenues, which
cannot be made up by transfers from the state budget.

Fitch assumes spending pressure will increase strongly with raising
inflation, broken supply chains driving prices for goods and
services high and large reconstruction efforts. Additionally,
government-related entities (GREs) performing municipal services
(transportation, heating, solid waste, water and sewage) are
largely not self-supporting, and will increasingly rely on
subsidies, capital injections and direct debt repayments made by
the cities, which can only add to their own difficulties.

In Fitch's view, issuers are facing increasing and material
refinancing risk for their debt as they are exposed to greater
uncertainty for market access, cost of debt and FX exchange rates.
This is despite the fact that the National Bank of Ukraine has
suggested implementing holidays on loan payments until martial law
ends (recently prolonged by 30 days until May 25) and some LGs have
approached lenders to waive the debt service. Ukrainian cities' and
their GREs' funding comes from capital markets, local commercial
banks, and institutional lenders, is of short to medium term and
often in FX (US dollars or euros). Fitch focuses on Fitch-adjusted
debt, as it reclassifies contingent debt of not self-supporting
GREs.

Debt Sustainability: 'b' category

While LGs' most recently available data may not have indicated
instant performance impairment, material changes in revenue and
expenditure profiles are likely to worsen in the short term as
economic activity suffers due to the war. As a result, Fitch
expects issuers to start to report negative operating balances and
increased budgetary deficits that need to be debt financed as
accumulated cash reserves will be depleted in the near term.
Despite some central government protection for Ukrainian borrowers
and the high willingness of local banks and IFIs to waive principal
and interest payments, the timely servicing of debt service will be
at risk in the near term. Consequently, Fitch views the debt ratios
have deteriorated to a 'b' DS score.

Given these factors (the war weighing on both the qualitative risk
profile and the quantitative debt sustainability), Fitch has
revised the cities' SCP down to 'ccc' from 'b+'. This indicates
that a default is a real possibility and that the issuers typically
have exposure to significant refinancing needs and high liquidity
risk accompanied by weak debt coverage metrics.

DERIVATION SUMMARY

Ukrainian LGs' SCPs are assessed at 'ccc', reflecting a combination
of a 'Vulnerable' risk profile and debt sustainability metrics
assessed in the 'b' category under Fitch's rating case scenario.
Other factors beyond SCP (support, cap, floor) do not affect the
ratings, leading to the LG's IDRs being equal to their SCPs, at
'CCC'. The 'CCC' IDRs reflect a real possibility of default.

DEBT RATING DERIVATION

The ratings of senior debt instruments are aligned with the LG's
Long-Term IDRs, including the senior unsecured debt of special
financial vehicle (SPV) company PRB Kyiv Finance Plc. This is
because Fitch views the SPVs' debt as direct, unconditional senior
unsecured obligations of the City of Kyiv, ranking pari passu with
all of its other present and future unsecured and unsubordinated
obligations.

KEY ASSUMPTIONS

Qualitative and quantitative assumptions:

Risk Profile: Vulnerable

Revenue Robustness: Weaker

Revenue Adjustability Weaker

Expenditure Sustainability: Weaker

Expenditure Adjustability: Weaker

Liabilities and Liquidity Robustness: Weaker

Liabilities and Liquidity Flexibility: Weaker

Debt sustainability: 'b' category

Budget Loans or Ad-Hoc Support: n/a

Asymmetric Risk: n/a

Rating Cap or Rating Floor: n/a

Quantitative assumptions - issuer specific

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

-- A two-digit decrease in operating revenue as long as the war
    lasts;

-- A two-digit increase in operating spending as long as the war
    lasts, including increasing transfers to the GREs made for the

    purpose of financing their operations and debt servicing;

-- A two-digit increase and strongly negative net capital balance

    in 2021-2025 due to reconstruction needs;

-- limitations to the market debt: lowered accessibility of long-
    term debt, higher debt costs, increased FX exchange rates.

RATING SENSITIVITIES

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

-- Positive rating action could result from upward reassessment
    of the SCPs to 'b-' on a sustained basis in Fitch's rating
    case scenario, due to the resumption and stabilisation of
    operating balances and of the direct and indirect debt level
    at levels adequate to the cities' budget sizes; and

-- Upgrade of Ukraine sovereign ratings, which is very unlikely
    as long as the war last.

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

-- Further downward reassessment of the SCP, resulting from
    persistent liquidity stress, heightened default probability or

    default-like processes in place.

-- Downgrade of Ukraine sovereign ratings.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Sovereigns, Public Finance
and Infrastructure 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 three 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.

ISSUER PROFILE

Dnipro is one of the largest cities in Ukraine with a population of
about one million. The city's economy is industrialised and is
dominated by metallurgy and heavy manufacturing sectors.

Kharkov is the capital of Kharkov region and has a population of
about 1.5 million. It has a diversified urban economy supported by
a large number of companies in various sectors.

Kyiv is the capital of Ukraine and is the largest and wealthiest
city in the country. Its population is about three million and
gross city product accounts for about 23% of national GDP.

Lviv is the capital of the Lviv Region and has a population of
about 700,000. The city's economy is diversified across
manufacturing and services.

Odesa city, a capital of the Odesa region, has a population of one
million. The city is a key port on the Black Sea.

ESG CONSIDERATIONS

City of Lviv has an ESG Relevance Score of '4' for Political
Stability and Rights due to its exposure to impact of political
pressure or to instability of operations and tendency towards
unpredictable policy shifts, which has a negative impact on the
credit profile, and is relevant to the rating[s] in conjunction
with other factors.

Dnipro City has an ESG Relevance Score of '4' for Political
Stability and Rights due to its exposure to impact of political
pressure or to instability of operations and tendency towards
unpredictable policy shifts, which has a negative impact on the
credit profile, and is relevant to the rating[s] in conjunction
with other factors.

Kharkov, City of has an ESG Relevance Score of '4' for Political
Stability and Rights due to its exposure to impact of political
pressure or to instability of operations and tendency towards
unpredictable policy shifts, which has a negative impact on the
credit profile, and is relevant to the rating[s] in conjunction
with other factors.

Kyiv, City of has an ESG Relevance Score of '4' for Political
Stability and Rights due to its exposure to impact of political
pressure or to instability of operations and tendency towards
unpredictable policy shifts, which has a negative impact on the
credit profile, and is relevant to the rating[s] in conjunction
with other factors.

Odesa, City of has an ESG Relevance Score of '4' for Political
Stability and Rights due to its exposure to impact of political
pressure or to instability of operations and tendency towards
unpredictable policy shifts, which has a negative impact on the
credit profile, and is relevant to the rating[s] in conjunction
with other factors.

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

   DEBT              RATING                          PRIOR
   ----              -----                           -----
PRB Kyiv Finance Plc

senior unsecured    LT          CCC       Affirmed  CCC

City of Lviv        LT IDR       CCC       Affirmed  CCC

                    LC LT IDR    CCC       Affirmed  CCC

                    Natl LT      AA-(ukr)  Affirmed  AA-(ukr)

Dnipro City         LT IDR       CCC       Affirmed  CCC

                    ST IDR       C         Affirmed  C

                    LC LT IDR    CCC       Affirmed  CCC

                    Natl LT      AA-(ukr)  Affirmed  AA-(ukr)

Kyiv, City of       LT IDR       CCC       Affirmed  CCC

                    ST IDR       C         Affirmed  C

                    LC LT IDR    CCC       Affirmed  CCC

                    Natl LT      A+(ukr)   Affirmed  A+(ukr)

senior unsecured   LT           CCC       Affirmed  CCC

Kharkov, City of    LT IDR       CCC       Affirmed  CCC

                    ST IDR       C         Affirmed  C

                    LC LT IDR    CCC       Affirmed  CCC

                    Natl LT      AA-(ukr)  Affirmed  AA-(ukr)

senior unsecured   LT CCC                 Affirmed  CCC

Odesa, City of     LT IDR       CCC       Affirmed  CCC

                    LC LT IDR    CCC       Affirmed  CCC




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

ALTERA INFRASTRUCTURE: S&P Withdraws CCC+ LT Issuer Credit Rating
-----------------------------------------------------------------
S&P Global Ratings withdrew its 'CCC+' long-term issuer credit
rating on Altera Infrastructure L.P. and its 'CCC' rating on
Altera's senior unsecured debt at the company's request. The
outlook was negative at the time of the withdrawal.


CARILLION PLC: KPMG Auditors Deliberately Misled Regulators
-----------------------------------------------------------
Michael O'Dwyer at The Financial Times reports that KPMG is set to
be hit with its biggest-ever fine in the UK after a tribunal found
that its auditors deliberately misled regulators during routine
inspections of its work.

According to the FT, the tribunal heard on May 12 that KPMG and the
Financial Reporting Council had agreed the firm should be fined
GBP20 million for its misconduct, but that this should be reduced
to GBP14.4 million to reflect mitigating factors and KPMG's
admissions of wrongdoing.  KPMG, the FT says, has also agreed to
pay GBP4.3 million in costs.

Five individual defendants -- Peter Meehan, who led the audit of
collapsed government contractor Carillion; senior managers Alistair
Wright, Richard Kitchen and Adam Bennett; and junior auditor Pratik
Paw -- were all found guilty of misconduct, the FT discloses.

Another former KPMG auditor Stuart Smith accepted a GBP150,000 fine
and a three-year ban from the profession as part of a settlement
with the FRC in January, the FT states.

The tribunal's findings on May 12 followed a five-week hearing in
January and February focusing on the conduct of KPMG staff during
routine FRC inspections of the firm's audits of the 2014 accounts
of outsourcer Regenersis and the 2016 accounts of Carillion, the FT
notes.

It ruled that during the inspections, KPMG auditors created
documents, including meeting minutes, spreadsheets and assessments
of goodwill, but passed them off as having been produced before the
accounts were signed off, the FT relays.

The tribunal will decide on the final penalties after hearing
arguments from lawyers on both sides, according to the FT.

The FRC is running separate investigations into possible failings
in the Carillion audits, the FT discloses.  KPMG, which has been
fined more than GBP34 million for misconduct in the UK in the past
four years, has said it will defend a GBP1.3 billion negligence
claim against it by Carillion's liquidators, according to the FT.
The government has also launched legal action seeking to ban eight
former directors of Carillion from UK boardrooms, the FT relates.

Carillion had liabilities of GBP7 billion and only GBP29 million of
cash when it collapsed more than four years ago after receiving
clean audit opinions, the FT states.


GFG: Gupta Seeks to Overturn Leige Unit Liquidation Order
---------------------------------------------------------
Sylvia Pfeifer and Owen Walker at The Financial Times report that
embattled metals tycoon Sanjeev Gupta fought legal battles on two
fronts on May 10, as he attempts to prop up his GFG Alliance
group.

Making a rare public appearance, Mr. Gupta gave evidence in a court
in Liege to try to overturn an order to put his company's Liege
operations into liquidation, the FT relates.

Meanwhile, in London, a separate court session behind closed doors
began a preliminary hearing in relation to a creditor's winding up
petitions against three GFG companies, the FT discloses.

According to the FT, the two hearings underline the scale of the
challenge facing the industrialist who has been battling to
refinance GFG ever since the collapse of its main lender, Greensill
Capital, in March last year.

GFG, the FT says, is also being probed over suspected fraud and
money laundering by UK and French authorities, both of which have
stepped up their investigations in recent weeks.

Mr. Gupta used his appearance in Liege's court of appeal to argue
that his company remained "fully committed" to the Liege facility,
which operates under GFG's steel arm, Liberty Steel, the FT notes.

The Liege Commercial Court last month rejected restructuring plans
put forward by Liberty Steel for its Belgian assets and ordered the
liquidation of its Liege subsidiary, the FT recounts.  GFG acquired
the two sites at Flemalle and Tilleur, which together employ a
total of about 650 people near Liege, and a facility in Dudelange,
Luxembourg from ArcelorMittal in 2018, the FT relays.

According to the FT, the company had "taken all the necessary steps
to rectify the situation", Mr. Gupta told Belgian media.  Asked
where the money had come from, he said: "Within the group, of
course."

Liberty Steel, as cited by the FT, said in a statement that it had
already "injected new funding" into the two Liege plants "through a
series of intragroup debt-to-equity conversions and new cash equity
injection".  The new funding would enable the plants to resume
production immediately, the company claimed, the FT states.

Meanwhile, in a separate private session at London's Insolvency and
Companies court, Judge Nicholas Briggs heard arguments over whether
three GFG companies should enter wind-up proceedings, the FT
relates.

Under temporary rules introduced during the pandemic, UK insolvency
cases have a preliminary hearing to establish whether the company's
troubles were a result of the pandemic or more fundamental problems
inherent within the group.

The preliminary hearing was due to conclude on May 11, at which
point the judge would decide whether winding up petitions against
certain companies should go ahead, a move that could put thousands
of steel jobs at risk in politically sensitive areas of the UK,
according to the FT.


HARVEST XIX: Fitch Affirms B-sf Rating on Class F Notes
-------------------------------------------------------
Fitch Ratings has upgraded Harvest CLO XIX DAC's class E notes,
affirmed the class A to D and F notes and removed the class B-1 to
F notes from Rating Watch Positive (RWP). The Outlooks are Stable.
A full list of rating actions is below.

   DEBT            RATING                 PRIOR
   ----            ------                 -----
Harvest CLO XIX DAC

A XS1802400983    LT AAAsf    Affirmed    AAAsf
B1 XS1802401106   LT AAsf     Affirmed    AAsf
B2 XS1802401528   LT AAsf     Affirmed    AAsf
C XS1802401957    LT Asf      Affirmed    Asf
D XS1802402252    LT BBBsf    Affirmed    BBBsf
E XS1802402765    LT BB+sf    Upgrade     BBsf
F XS1802402500    LT B-sf     Affirmed    B-sf

TRANSACTION SUMMARY

Harvest CLO XIX DAC is a cash flow collateralised loan obligation
(CLO) mostly comprising senior secured obligations. The transaction
is actively managed by Investcorp Credit Management EU Limited and
will exit its reinvestment period in July 2022.

KEY RATING DRIVERS

Fitch Test Matrix Update: The manager has recently updated the
Fitch test matrix and the definition of 'Fitch Rating Factor' and
'Fitch Recovery Rate' in line with Fitch's updated CLOs and
Corporate CDOs Rating Criteria published on 17 September 2021. The
updated criteria, together with the transaction's stable
performance, has had a positive impact on the ratings. As a result
of the matrix amendment, the collateral-quality test for the
weighted average recovery rate (WARR) has been lowered to be in
line with the break-even WARR, at which the current ratings would
still pass.

Fitch has performed a stressed portfolio analysis on the updated
Fitch test matrix and the model-implied ratings are in line with
the current ratings for all notes except class E, which has a MIR
of 'BB+sf'. This led to the upgrade of the class E notes and
affirmation of the others.

The Stable Outlooks on the class A to F notes reflects Fitch's
expectation of sufficient credit protection to withstand potential
deterioration in the credit quality of the portfolio in stress
scenarios commensurate with their ratings.

Stable Asset Performance: The transaction metrics indicate a stable
asset performance. The transaction is currently 0.76% below par. It
is passing all collateral quality tests, all portfolio profile
tests and all coverage tests. Exposure to assets with a
Fitch-derived rating of 'CCC+' and below is 5.44% according to the
latest trustee report versus a limit of 7.50%.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors in the 'B'/'B-' category. The
weighted average rating factor, as calculated by Fitch under the
updated criteria, was 25.45.

High Recovery Expectations: Senior secured obligations comprise
98.11% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The WARR, as calculated by Fitch, was 62.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 14.83%, and no obligor represents more than 2.08%
of the portfolio balance.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to negative
rating action/downgrade:
Downgrades may occur if the loss expectation is larger than
initially assumed, due to unexpectedly high levels of defaults and
portfolio deterioration.

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 across the
structure.

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

Upgrades may occur on better-than-expected portfolio credit quality
and deal performance, leading to higher credit enhancement and
excess spread available to cover for losses in the remaining
portfolio.

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
no more than four notches across the structure, apart from the
class A notes, which are already at the highest rating on Fitch's
scale and cannot be upgraded.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEUACY

Harvest CLO XIX DAC

Fitch has not conducted any checks on the consistency and
plausibility of the information it has received about the
performance of the asset pools and the transactions. Fitch has not
reviewed the results of any third party assessment of the asset
portfolio information or conducted a review of origination files as
part of its ongoing monitoring.


HOUSE BY URBAN: Enters Administration After Operational Issues
--------------------------------------------------------------
Dan Whelan at North West Place reports that a modular housing
company has collapsed following "operational issues" relating to
its factory in Alfreton, resulting in 160 redundancies.

Teneo has been appointed as administrator over the House by Urban
Splash, which de-merged from Tom Bloxham's wider Urban Splash group
in 2019, North West Place relates.

According to North West Place, Adrian Berry, joint administrator,
said: "This appointment follows various operational issues relating
to the factory in Alfreton.  We will now look to stabilise the US
House Group by providing a platform to complete certain
developments and explore sale options for the factory and the other
development sites. We would like to thank all employees and other
key stakeholders for their continued support."

The last available financial results for House by Urban Splash show
a GBP12.6 million pre-tax loss for the year ended September 30,
2020, North West Place discloses.

"The directors of House -- Urban Splash House Holdings Group --
have appointed administrators from Teneo to the company," North
West Place quotes a statement from Urban Splash as saying. "The
appointment of Teneo senior managing directors Adrian Berry and
Daniel Smith to the company has no impact on the wider Urban Splash
group or its operations, which continue to run successfully.  The
administrators will oversee completion and sale strategies for the
company's developments."

House by Urban Splash specialises in the creation of modular homes.
Its schemes include East Float at Wirral Waters, Port Loop in
Birmingham, New Islington in Manchester and Grappenhall Woods in
Warrington.

Other connected companies, collectively known as the US House
Group, have also been placed into administration, North West Place
states.  

These are: Urban Splash House Investments, Urban Splash House,
Urban Splash Modular, Port Loop Holdings, Port Loop and Port Loop
(Subco1)m North West Place notes.  

At the time of Teneo's appointment, the House group had 187
employees, with 151 working at the factory.  Of those, 160 have
lost their jobs, the administrator confirmed.


MARKET BIDCO: Fitch to Rate GBP1.075BB Sr. Secured Notes 'BB+'
--------------------------------------------------------------
Fitch Ratings expects to rate Market Bidco Finco Plc's GBP1.075
billion senior secured notes at 'BB+'/'RR2'. Fitch has also
assigned Market Parent Finco Plc's GBP1.2 billion senior notes a
final rating of 'B+'/'RR5' in line with generic approach for 'BB'
category issuers under Fitch's Corporate Recovery Ratings and
Instrument Ratings Criteria.

Fitch has also affirmed Market Holdco 3 Limited's (Morrisons)
Long-Term Issuer Default Rating (IDR) of 'BB-' with a Stable Rating
Outlook, initially assigned on 11 April.

The IDR continues to be based on the current capital structure,
while the priced GBP1.075 billion senior secured notes will
refinance part of the bridge financing upon completion, following
Morrisons' acquisition by funds managed by private equity company
Clayton Dubilier & Rice (CD&R).

The 'BB-' IDR balances a robust business profile benefit from an
experienced management team, vertical integration, well invested
stores and channel diversification against initial financial
leverage that is incompatible with the rating. The rating also
captures strong cash generation capabilities, and is predicated on
expected reduction in FFO (funds from operations) adjusted gross
leverage to 5.5x over the next four years from 7.1x in fiscal year
to January 2022 (FY22), aided by mandatory and voluntary debt
repayments.

The Stable Outlook reflects the group's solid financial
flexibility, supported by strong FFO fixed charge cover, ownership
of freehold assets and good available liquidity. Given the low
rating headroom, weakening profitability amid an inflationary
environment, lack of debt repayment or a more aggressive financial
policy leading to permanently higher-than-expected leverage
metrics, would be negative for the rating. Material additional
investment in wholesale channel is an event risk.

KEY RATING DRIVERS

Resilient Food Retail Operations: The rating reflects Morrisons'
market position as one of the leading food retailers in the UK with
a good brand and scale. Morrisons, similar to other Big Four
grocers, has lost market share since discounters started expanding
in the UK. It is overall smaller in aggregate scale and more
food-focused than certain closest peers, which may, however, be
positive in a recessionary environment where consumers cut
discretionary spend on clothing and general merchandise. It
benefits from stronger vertical integration, with around half of
fresh food manufactured or packed in its 19 manufacturing sites,
which supports profitability.

Strong Profitability: Fitch expects an uplift in EBITDAR margin to
nearly 7% by FY24 from around 6% in FY20 as its wholesale and
online segments improve profits on reaching critical scale. Profit
margins are solid for the rating. Fitch's projections incorporate
like-for-like (lfl) decline for store and online revenue as volumes
normalise in FY23, as well as petrol volume recovery post-pandemic.
Fitch expects that inflationary pressure may hit profitability as
not all cost increases may be passed on. Fitch's rating case
incorporates some manufacturing efficiencies and synergies, along
with small savings under Morrisons' new ownership. Fitch's forecast
does not incorporate fuel-station disposals by Morrisons, post-CMA
review.

Buyout Adds Leverage: The LBO transaction of Morrisons leads to
high initial FFO adjusted gross leverage at around 7.0x in FY22,
which is not consistent with the rating. It will have GBP5.6
billion gross debt, including refinancing a majority of GBP1.1
billion prior notes. The transaction benefits from over one-third
of equity contribution. Fitch treats preferred equity (GBP1.3
billion) as equity, on the assumption that this instrument would
not lead to any cash leakage from the restricted group (were it to
do so this could lead us to review the equity treatment). Fitch
assumes that loan notes forming part of its GBP2.1 billion equity
contribution are converted into equity shares of Market Topco Ltd
as intended.

Deleveraging Trend: Fitch expects FFO adjusted gross leverage to
trend to below 6.0x, remaining consistent with the mid-point for a
'B' rating, by FY24, before trending to 5.5x by FY25. Fitch's
rating case incorporates Fitch's assumption that the company will
apply future excess cash flows and/or major portion of proceeds
from potential material asset disposals to debt prepayments. Shall
leverage not reduce to 6.0x or below by FY24 this would be negative
for the rating.

Strong Cash Flow Permits Deleveraging: Fitch expects strong cash
generation with an FFO margin at 3.5%-3.8% and an average FCF
margin of around 1% over the rating horizon to FY26, which is
healthy for the rating. This allows deleveraging by an average 0.5x
p.a. on an FFO adjusted net leverage basis. Fitch assumes
continuation of supply-chain finance facilities at similar levels
with no working-capital impact on Morrisons.

No Near-Term Distributions: Fitch's forecast incorporates no
dividends until at least FY25. Fitch has assumed a GBP500 million
sales & leaseback (S&L) transaction from distribution assets, with
proceeds applied primarily to debt reduction and reinvestment in
the business. Freehold assets comprise a higher portion of stores
for Morrisons than for peers, and ownership of GBP9.2 billion of
assets, partly unencumbered, provides some financial flexibility.

Growth of Wholesale: Fitch expects wholesale revenue to grow on
average slightly above 5% per year in FY23-FY26. This will come
mainly from McColls' store conversions to Morrisons Daily, with
existing conversions having delivered positive lfl sales and profit
impact from a change in product mix. Morrisons and McColls agreed
to accelerate the announced store conversion programme and McColls
has raised equity to fund capex. Wholesale provides capital-light
access to growth of the convenience segment, albeit at a lower
margin than that generated by retail stores. Material investment
into the wholesale channel may derail the deleveraging path and
could be negative for the rating.

Developing Online Offering: Morrisons' online market share is now
broadly in line with the group's overall market share. Fitch's
rating case incorporates around 5% annual growth in online channel
after post-pandemic normalisation of online revenue amid consumers'
behavioural changes. Morrisons has the opportunity to entice their
store customers who shop online with one of the other Big Four,
following improved geographic coverage. Growing scale, streamlining
of store-pick and logistics processes, as well as increasing use of
capacity at Erith customer fulfilment centre should support growth
in its online channel's profitability.

DERIVATION SUMMARY

Fitch rates Morrisons using its global Food Retail Navigator
framework. Its rating is affected by the group's smaller scale
against Tesco plc (BBB-/Stable) and Bellis Finco plc (ASDA;
BB-/Stable), lower diversification into non-food and a still
developing online channel. Fitch views Morrisons' and ASDA's
business profiles as robust and comparable. Both Morrisons' and
ASDA's operations are restricted to the UK.

Morrisons compares favourably against ASDA, due to its stronger
vertical integration that supports profitability, better-invested
store format with a higher portion of freehold assets and already
established access to the convenience market via its wholesale
segment, which ASDA is still developing.

Morrisons' profitability is strong with an EBITDAR margin trending
toward 7% versus ASDA's 6%, and FFO margin of 3.5%-3.8% versus
around 3% for ASDA. Although Morrisons' financing package is
simpler than ASDA's, given no plans for material S&L (as per LBO
announcement) or business disposals, Morrisons' starting leverage
is higher, at around 7.0x, versus ASDA's 5.8x (post additional debt
amid cancellation of forecourt-disposal transaction). Morrisons'
leverage is, however, balanced against stronger financial
flexibility with a larger revolving credit facility (RCF), similar
FFO fixed charge cover and expected mandatory debt repayments from
excess FCF.

Both businesses generate good levels of cash enabling deleveraging,
which will depend on capital - allocation decisions by their
financial sponsors. Morrisons benefits from mandatory prepayments
from excess FCF, and Fitch expects its leverage to decline more
slowly to levels commensurate with its rating in comparison to
ASDA.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer:

-- Moderate overall revenue CAGR of 0.6% for FY22-FY26;

-- Store segment flat revenue CAGR;

-- Online revenue to normalise in FY23 leading to -0.3% CAGR in
    FY22-FY26;

-- Wholesale revenue CAGR of around 5% to FY26, mostly driven by
    McColl's conversions to Morrisons Daily;

-- FY23 EBITDAR to reach around GBP1.1 billion, driven by unwound

    Covid-19 costs, recovered profits from re-opened cafes, some
    efficiencies and profitability improvements in the wholesale
    and online segment upon reaching critical scale, somewhat
    offset by inflationary cost pressures that Morrisons is trying

    to mitigate by passing on inflation and various cost-saving
    initiatives;

-- Pre-IFRS16 EBITDA margin to gradually increase to slightly
    above 6% by FY26 as Covid-19 direct and indirect costs wane,
    pro-forma initiatives (including increased manufacturing
    automation) and synergies expected from potential cooperation
    with CD&R portfolio companies materialise and expected growth
    of online and wholesale segments enhances profitability;

-- Normalisation of working capital in FY22 following Covid-19
    impact in FY21;

-- Capex at around GBP520 million in FY23 and totalling GBP470
    million across FY24-FY26;

-- Overall term loan amortisation of around GBP650 million during

    FY24-FY26, corresponding to 65% of excess cash flow;

-- Dividend payments starting from FY25 and no M&A to FY26.

RATING SENSITIVITIES

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

-- Delivery of strategy with increasing cash profits in
    combination with conservative accumulated cash allocation
    towards debt prepayment, and evidence of no more aggressive
    financial policy than currently planned and incorporated in
    Fitch's rating case;

-- FFO adjusted gross leverage trending below 4.0x or total
    adjusted debt/EBITDAR trending below 3.5x, both on a sustained

    basis;

-- FFO fixed charge cover or EBITDAR-based fixed charge cover
    above 3.0x.

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

-- Lfl decline in sales exceeding other Big Four competitors',
    especially if combined with lower profitability leading to
    neutral FCF and reduced deleveraging capabilities;

-- Evidence of more aggressive financial policy, for example due
    to material investments in the wholesale channel, increased
    shareholder remuneration and/or lack of debt repayments, or
    material under-performance relative to Fitch's forecasts;

-- FFO-adjusted gross leverage not trending towards 5.5x or
    EBITDAR-adjusted gross leverage not trending towards 5.0x;

-- FFO fixed charge cover or EBITDAR-based fixed charge cover
    below 2.0x.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch expects Morrisons to have adequate
available liquidity comprising around GBP200 million cash
(excluding cash relating to working capital of GBP200 million as
restricted by Fitch) at FYE 2023 and a GBP1 billion committed RCF,
which Fitch does not expect to be drawn at financial YE over the
forecast horizon.

Fitch's forecast assumes continuation of supply-chain facilities at
similar levels (GBP1.1 billion).

Debt Structure: The GBP senior secured notes issuance is part of a
broader refinancing plan of the bridging facilities. The Long-Term
IDR assumes any remaining bridge facilities remain a permanent
feature in the capital structure, unless refinanced in the loan and
bond markets. In addition, the group has no material financial debt
maturing before 2027-2028. Remaining rolled-over existing
Morrisons' notes amounting to GBP82 million mature in 2026 and
2029.

Fitch's rating case assumes debt repayments of around GBP650
million by FYE 2026 from excess FCF.

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(ies), either due to their nature or to the way in which they
are being managed by the entity(ies).


TESTERWORLD LTD: Goes Into Administration, 1,000 Jobs Affected
--------------------------------------------------------------
Tom Keighley at BusinessLive reports that one of the North East's
largest companies has gone into administration with the immediate
loss of 1,000 jobs.

Testerworld Ltd, part of the Converse Pharma Group, is a major
supplier of medicines with turnover of around GBP300 million.  The
company trades as DE Group and operates from offices in Great Park,
Newcastle, and a facility in Prudhoe, Northumberland but it has
ceased trading, along with a group of companies including Doncaster
Pharmaceuticals, Crosspharma and Eclipse brands, BusinessLive
relates.

The business, which also has a Doncaster base, supplied more than
4,000 customers -- including community pharmacies -- across the
country.

Last year ,the Medicines and Healthcare products Regulatory Agency
(MHRA) suspended Testerworld's operating licence due to "customer
and supplier validation and control protocols" before the sanction
was partially lifted the following month, BusinessLive recounts.

The firm mothballed its operation for around six weeks before
restarting at about 95% of the pre-suspension trading, BusinessLive
discloses.

At the time, directors at Testerworld said they had extended a
lending facility with the firm's bank, the Royal Bank of Scotland
and Secure Trust, and that they expected there was adequate
resources to continue trading in the foreseeable future,
BusinessLive notes.

But administrators from Kroll were appointed to the business on May
12, at which point it stopped trading immediately, BusinessLive
relays.

According to BusinessLive, Philip Dakin, joint administrator,
Kroll, said :"On appointment our immediate objective will be to
conduct an orderly wind down of the trading operations.  The
possibility of some small trade sales of parts of the business, has
not been ruled out as we aim to maximise the return for
creditors."


TRINITAS EURO II: Fitch Assigns 'B-' Rating on Class F-R Notes
--------------------------------------------------------------
Fitch Ratings has assigned Trinitas Euro CLO II Designated Activity
Company's refinancing notes final ratings.

   DEBT             RATING                     PRIOR
   ----             ------                     -----
Trinitas Euro CLO II DAC

X-R XS2462959565    LT AAAsf     New Rating    AAA(EXP)sf
A XS2194249491      LT PIFsf     Paid In Full  AAAsf
A-R XS2462959995    LT AAAsf     New Rating    AAA(EXP)sf
B XS2194250077      LT PIFsf     Paid In Full  AAsf
B-R XS2462959722    LT AAsf      New Rating    AA(EXP)sf
C XS2194250663      LT PIFsf     Paid In Full  Asf
C-R XS2462960654    LT Asf       New Rating    A(EXP)sf
D-R XS2462960571    LT BBB-sf    New Rating    BBB-(EXP)sf
E-R XS2462961033    LT BB-sf     New Rating    BB-(EXP)sf
F-R XS2462961207    LT B-sf      New Rating    B-(EXP)sf

TRANSACTION SUMMARY

Trinitas Euro CLO II Designated Activity Company (formerly MacKay
Shields Euro CLO-2 Designated Activity Company) is a securitisation
of mainly senior secured obligations (at least 90%) with a
component of senior unsecured, mezzanine, second-lien loans and
high-yield bonds. The refinancing note proceeds have been used to
redeem the outstanding notes (apart from the subordinated ones) and
fund a portfolio with a target par of EUR400 million. The portfolio
is actively managed by Trinitas Capital Management Limited, LLC.
The collateralised loan obligation (CLO) 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 in the 'B' category. The Fitch
weighted average rating factor (WARF) of the identified portfolio
is 23.78.

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
63.31%.

Diversified Portfolio (Positive): The transaction includes four
Fitch matrices: two effective at closing corresponding to the top
10 obligor concentration limit at 25%, fixed-rate asset limits at
5% and 10% and a 7.5-year WAL; and another two that can be selected
by the manager at any time one year after closing as long as the
portfolio balance (including defaulted obligations at their
Fitch-calculated collateral value) is above target par and
corresponding to the same limits as the previous matrix, apart from
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 43%. These covenants
ensure that 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 structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Positive): The WAL used for the transaction's
stressed-case portfolio and matrices analysis is 12 months less
than the WAL covenant, to account for structural and reinvestment
conditions after the reinvestment period, including passing the
overcollateralisation and Fitch 'CCC' limitation tests, together
with a linearly decreasing WAL covenant. In Fitch's opinion, these
conditions reduce the effective risk horizon of the portfolio
during stress periods.

RATING SENSITIVITIES

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

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

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

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

-- A 25% reduction of the mean default rate across all ratings
    and a 25% increase in the recovery rate across all ratings
    would result in upgrades of no more than three notches across
    the structure, apart from the class X-R and A-R 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.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

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.




===============
X X X X X X X X
===============

[*] BOOK REVIEW: Hospitals, Health and People
---------------------------------------------
Author: Albert W. Snoke, M.D.
Publisher: Beard Books
Softcover: 232 pages
List Price: $34.95
Order your personal copy today at
http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html

Hospitals, Health and People is an interesting and very readable
account of the career of a hospital administrator and physician
from the 1930's through the 1980's, the formative years of today's
health care system. Although much has changed in hospital
administration and health care since the book was first published
in 1987, Dr. Snoke's discussion of the evolution of the modern
hospital provides a unique and very valuable perspective for
readers who wish to better understand the forces at work in our
current health care system.

The first half of Hospitals, Health and People is devoted to the
functional parts of the hospital system, as observed by Dr. Snoke
between the late 1930's through 1969, when he served first as
assistant director of the Strong Memorial Hospital in Rochester,
New York, and then as the director of the Grace-New Haven Hospital
in Connecticut. In these first chapters, Dr. Snoke examines the
evolution and institutionalization of a number of aspects of the
hospital system, including the financial and community
responsibilities of the hospital administrator, education and
training in hospital administration, the role of the governing
board of a hospital, the dynamics between the hospital
administrator and the medical staff, and the unique role of the
teaching hospital.

The importance of Hospitals, Health and People for today's readers
is due in large part to the author's pivotal role in creating the
modern-day hospital. Dr. Snoke and others in similar positions
played a large part in advocating or forcing change in our hospital
system, particularly in recognizing the importance of the nursing
profession and the contributions of non-physician professionals,
such as psychologists, hearing and speech specialists, and social
workers, to the overall care of the patient. Throughout the first
chapters, there are also many observations on the factors that are
contributing to today's cost of care. Malpractice is just one
example. According to Dr. Snoke, "malpractice premiums were
negligible in the 1950's and 1960's. In 1970, Yale-New Haven's
annual malpractice premiums had mounted to about $150,000." By the
time of the first publication of the book, the hospital's premiums
were costing about $10 million a year.

In the second half of Hospitals, Health and People, Dr. Snoke
addresses the national health care system as we've come to know it,
including insurance and cost containment; the role of the
government in health care; health care for the elderly; home health
care; and the changing role of ethics in health care. It is
particularly interesting to note the role that Senator Wilbur Mills
from Arkansas played in the allocation of costs of hospital-based
specialty components under Part B rather than Part A of the
Medicare bill. Dr. Snoke comments: "This was considered a great
victory by the hospital-based specialists. I was disappointed
because I knew it would cause confusion in working relationships
between hospitals and specialists and among patients covered by
Medicare. I was also concerned about potential cost increases. My
fears were realized. Not only have health costs increased in
certain areas more than anticipated, but confusion is rampant among
the elderly patients and their families, as well as in hospital
business offices and among physicians' secretaries." This aspect of
Medicare caused such confusion that Congress amended Medicare in
1967 to provide that the professional components of radiological
and pathological in-hospital services be reimbursed as if they were
hospital services under Part A rather than part of the co-payment
provisions of Part B.

At the start of his book, Dr. Snoke refers to a small statue,
Discharged Cured, which was given to him in the late 1940's by a
fellow physician, Dr. Jack Masur. Dr. Snoke explains the
significance the statue held for him throughout his professional
career by quoting from an article by Dr. Masur: "The whole question
of the responsibility of the physician, of the hospital, of the
health agency, brings vividly to mind a small statue which I saw a
great many years ago.it is a pathetic little figure of a man, coat
collar turned up and shoulders hunched against the chill winds,
clutching his belongings in a paper bag-shaking, tremulous,
discouraged. He's clearly unfit for work-no employer would dare to
take a chance on hiring him. You know that he will need much more
help before he can face the world with shoulders back and
confidence in himself. The statuette epitomizes the task of medical
rehabilitation: to bridge the gap between the sick and a job."

It is clear that Dr. Snoke devoted his life to exactly that
purpose. Although there is much to criticize in our current
healthcare system, the wellness concept that we expect and accept
today as part of our medical care was almost nonexistent when Dr.
Snoke began his career in the 1930's. Throughout his 50 years in
hospital administration, Dr. Snoke frequently had to focus on the
big picture and the bottom line. He never forgot the importance of
Discharged Cured, however, and his book provides us with a great
appreciation of how compassionate administrators such as Dr. Snoke
have contributed to the state of patient care today. Albert Waldo
Snoke was director of the Grace-New Haven Hospital in New Haven,
Connecticut from 1946 until 1969. In New Haven, Dr. Snoke also
taught hospital administration at Yale University and oversaw the
development of the Yale-New Haven Hospital, serving as its
executive director from 1965-1968. From 1969-1973, Dr. Snoke worked
in Illinois as coordinator of health services in the Office of the
Governor and later as acting executive director of the Illinois
Comprehensive State Health Planning Agency. Dr. Snoke died in April
1988.



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

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

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

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