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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, June 10, 2022, Vol. 23, No. 110

                           Headlines



F R A N C E

INOVIE GROUP: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable


I R E L A N D

DRYDEN 96 EURO 2021: S&P Assigns B- Rating on Class F Notes
ION TRADING: S&P Lowers LongTerm ICR to 'B-' on High Leverage


L U X E M B O U R G

REVOCAR 2019-2: S&P Raises Rating on Class D Notes to 'BB+(sf)'


N E T H E R L A N D S

E-MAC III NL 2008-II: S&P Lowers Class C Notes Rating to 'B(sf)'


S P A I N

CAIXABANK PYMES 9: Moody's Hikes Rating on Class B Notes to B2
PAI CASTELLANA 1: Moody's Assigns B2 CFR, Outlook Stable
PAI CASTELLANA 1: S&P Assigns Prelim. 'B' LT ICR, Outlook Stable


U N I T E D   K I N G D O M

BROLA FABRICATIONS: Goes Into Administration, 10 Jobs at Risk
DMD OPERATIONS: Enters Administration Following Trading Woes
GFG ALLIANCE: Hundreds of UK Jobs at Risk Following Court Ruling
LETHENDY CHELTENHAM: Owner Blames Collapse on Russian Banks
MORTIMER BTL 2021-1: S&P Affirms 'BB+' Rating on Class E Notes

PREMIER FOODS: Moody's Hikes CFR to Ba3 & Alters Outlook to Stable
RUSHMERE: Says Debenhams, Topshop Closure Prompted Administration
RUTHERFORD HEALTH: Set to Appoint Official Receiver


X X X X X X X X

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace

                           - - - - -


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F R A N C E
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INOVIE GROUP: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit and issue ratings
on French diagnostic laboratory Inovie Group and the existing
EUR1.583 billion term loan B (TLB) tranches, and maintained the
recovery rating on this debt at '3'.

S&P assigned a 'B' issue rating and '3' recovery rating to the
proposed EUR400 million TLB add-on, in line with the issuer credit
rating.

The '3' recovery rating reflects its expectation of about 60%
recovery in a default scenario.

The stable outlook indicates that S&P forecasts Inovie Group will
successfully pursue its external growth strategy while maintaining
its profitability and using its internally generated cash to fund
additional M&A.

Inovie Group plans to issue a EUR400 million (TLB) add-on to
finance the acquisition of Bioclinic.

Inovie Group has delivered the expected cost savings since it
implemented its new governance structure. S&P said, "Our adjusted
debt to EBITDA for Inovie Group was 4.1x in 2021 and we forecast it
will remain below 5.0x over the next 12-18 months. Nevertheless, we
believe that in the longer-term leverage will increase above 5x,
not only as COVID-19 testing dissipates but also because of the
financial sponsor ownership." The EBITDA margin on the core
business, i.e., excluding the benefits from Inovie Group's COVID-19
testing services, reached around 31% in 2021. This compares with an
EBITDA margin of around 19% in 2019 and 27.3% in 2020, which was
higher than our previous expectation of 23%-26%. The improvement in
profitability materialized after the implementation of the new
governance structure in 2020, which included normalization of the
biologists' salaries, as well as the reduction of the number of
full-time equivalent biologist per site.

In 2021, the total EBITDA margin of the group (including COVID-19
testing) reached 41%. This includes the acquisitions closed in 2021
on a pro-forma basis. In addition, S&P believes Inovie Group
benefits from an efficient infrastructure with an optimized network
of technical platforms and collection centers, which is another
factor supporting the group's profitability.

S&P said, "We now assess the business risk profile as fair, versus
weak previously.This is supported by the group's well-entrenched
market share in an industry where we see demand for the core
business, i.e., routine testing, as stable. Including the expected
acquisitions, the group's market share should represent 17% of the
French private biology diagnostic market, compared with 10% in
2020.

"In our view, demand is supported by long-term growth drivers such
as demographics, prevalence of chronic disease, and prevention, as
well as relative stability of the competitive dynamics,
particularly in France which is a business-to-consumer market and
where patient flows are tied to geographic location."

Nevertheless, the group's competitive position remains constrained
by its small size and focus on a single payor. Almost all the
group's revenue is generated in France with more than 75% of the
payments covered by the French statutory health care insurance.
Although S&P considers payment risk as remote, this limits organic
growth prospects because the health care authorities are trying to
offset volume growth with pricing cuts. The reimbursement of
routine testing falls into a three-year agreement which will end in
2022 and will be renegotiated in September for 2023-2025. Under the
2020-2022 agreement, the spending envelop was calculated such that
it would allow for growth capped at 0.4%, 0.5%, and 0.6% per each
of the three years.

S&P said, "We also note that the French government has made PCR
testing freely available, paying for the tests regardless of
vaccine status of the population and of income, spending around
EUR4.9 billion in 2021. We believe it is unlikely that it will cut
the budget on routine testing to offset its increased spending on
COVID-19 testing. However, we expect further price cuts and there
is no predictability on the timing and magnitude of these cuts. The
last reduction in reimbursement for COVID-19 testing was
implemented in February 2022, to EUR45, including a EUR5 bonus for
delivering the result within 24 hours. This compares with EUR75 per
PCR test at the beginning of the pandemic.

"We forecast the group will continue to benefit from a substantial
COVID-19 windfall in 2022. Magnitude and speed of the decline of
testing requirements remains very uncertain. In our base case, we
assume that the price for COVID-19 testing will not be reduced
below EUR40 in 2022 and that Inovie Group's testing volumes will
remain almost as high as in 2021. This is because of the
contribution from recent acquisitions and our belief that the
decline will be more marked in the Paris/Ile de France region where
multiple testing providers are more common. We forecast a steeper
decline in 2023 and we assume around 20% of the volumes will
remain, supported by travel, surgeries, and suspicion of
infection."

The pandemic has accelerated the consolidation of the laboratory
market particularly in France. S&P anticipates that all leading
private laboratories will expand their market shares in France and
internationally and could potentially expand the scope of the
diagnostics expertise beyond biology. The COVID-19 windfall also
boosts the price of the acquisitions.

S&P said, "We estimate that Inovie Group spent slightly less than
EUR200 million in 2021 and will spend more than EUR1 billion in
2022. The main acquisitions include Biofutur and Bioclinic, which
are both located in the dynamic Paris/Ile de France region. This is
exceptionally high. We expect the group will use internally
generated cash to fund new transactions and we do not expect
additional debt-funded acquisitions over the next 12-18 months.

"The stable outlook reflects our expectation the Inovie Group will
continue to grow profitably both organically and via acquisitions.

"In our base case, we assume no material changes in the three-year
agreement that will be re-negotiated in September and that the
price of testing will not be cut drastically.

"We forecast financial leverage will increase above 5x from the
current low level as the volumes of COVID-19 testing start
reducing. While uncertainty remains about the pace and magnitude of
the reduction, we forecast that debt to EBITDA will remain around
6x."

S&P could take a negative rating action if:

-- An unexpected operating setback leads to material deterioration
of profitability; or

-- S&P's adjusted debt to EBITDA rises above 7x. This could happen
in case of continued aggressive M&As combined with material
reduction of EBITDA if COVID-19 testing volumes dissipate faster
than we expect.

A positive rating action would require both ability and willingness
of the group to maintain leverage sustainably below 5x, which is
very unlikely given the acquisitive nature of the industry and
Inovie Group's financial sponsor ownership.

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

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Inovie Group,
because of controlling ownership. Ardian & GIC, APG, and Mubadala
jointly hold a 58% majority stake. We view financial sponsor-owned
companies with aggressive or highly leveraged financial risk
profiles as demonstrating corporate decision-making that
prioritizes the interests of the controlling owners. This also
reflects the generally finite holding periods and a focus on
maximizing shareholder returns.

"Environmental and social factors have material influence on our
credit rating analysis of Inovie Group. On a positive side,
diagnostic laboratories played a role during the pandemic by
providing COVID-19 testing. Nevertheless, they benefitted from a
windfall that we view as temporary, and we expect it will decline
from 2022, notably as we believe prices could reduce gradually in
line with government measures to contain health care budgets in
certain jurisdictions."




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I R E L A N D
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DRYDEN 96 EURO 2021: S&P Assigns B- Rating on Class F Notes
-----------------------------------------------------------
S&P Global Ratings assigned credit ratings to Dryden 96 Euro CLO
2021 DAC's class A to F European cash flow CLO notes. At closing,
the issuer also issued unrated subordinated notes.

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will permanently switch to semiannual payments.

The portfolio's reinvestment period will end approximately two
years after closing, and the non-call period will end one year
after closing.

The ratings reflect S&P's assessment of:

-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior-secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

  Portfolio Benchmarks
                                                     CURRENT
  S&P weighted-average rating factor                2,906.30
  Default rate dispersion                             367.29
  Weighted-average life (years)                         5.39
  Obligor diversity measure                           105.66
  Industry diversity measure                           25.99
  Regional diversity measure                            1.18

  Transaction Key Metrics
                                                     CURRENT
  Portfolio weighted-average rating
    derived from S&P's CDO evaluator                       B
  'CCC' category rated assets (%)                       1.13
  'AAA' weighted-average recovery (%)                  35.19
  Floating-rate assets (%)                             80.40
  Weighted-average spread (net of floors; %)            4.17

The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior-secured term loans and
senior-secured bonds. Therefore, S&P has conducted its credit and
cash flow analysis by applying our criteria for corporate cash flow
CDOs.

Under the transaction documents, the issuer can purchase loss
mitigation obligations, which are assets of an existing collateral
obligation held by the issuer offered in connection with
bankruptcy, workout, or restructuring of an obligation, to improve
the recovery value of the related collateral obligation.

The issuer may purchase loss mitigation obligations using either
interest proceeds, principal proceeds, or amounts standing to the
credit of the supplemental reserve account. The use of interest
proceeds to purchase loss mitigation obligations are subject to all
the interest coverage tests passing following the purchase and the
manager determining there are sufficient interest proceeds to pay
interest on all the rated notes on the upcoming payment date
including senior expenses. The usage of principal proceeds is
subject to the following conditions:

-- The par coverage tests passing following the purchase, other
than the class F par coverage tests. As a result, we have assumed
no credit given to the class F par coverage and interest diversion
tests under our cash flow modelling analysis.

-- The obligation meeting the restructured obligation criteria.

-- The obligation being pari passu or senior to the obligation
already held by the issuer.

-- Its maturity falling before the rated notes' maturity date.

-- It was not purchased at a premium.

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the covenanted weighted-average spread (4.05%),
and the covenanted weighted-average coupon (4.50%) as indicated by
the collateral manager. We have assumed weighted-average recovery
rates, at all rating levels, in line with the recovery rates of the
actual portfolio presented to us. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

"Our credit and cash flow analysis show that the class B-1, B-2, C
and D notes benefit from break-even default rate (BDR) and scenario
default rate cushions that we would typically consider to be in
line with higher ratings than those assigned. However, as the CLO
is still in its reinvestment phase, during which the transaction's
credit risk profile could deteriorate, we have capped our ratings
on the notes.

"The class F notes' current BDR cushion is a negative cushion at
the current rating level. Nevertheless, based on the portfolio's
actual characteristics and additional overlaying factors, including
our long-term corporate default rates and recent economic outlook
we believe this class is able to sustain a steady-state scenario,
in accordance with our criteria." S&P's analysis further reflects
several factors, including:

-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.

-- S&P's model-generated portfolio default risk, which is at the
'B-' rating level at 25.27% (for a portfolio with a
weighted-average life of 5.39 years) versus 16.72% if we were to
consider a long-term sustainable default rate of 3.1% for 5.39
years.

-- Whether the tranche is vulnerable to nonpayment in the near
future.

-- If there is a one-in-two chance for this note to default.

-- If S&P envisions this tranche to default in the next 12-18
months.

Following this analysis, S&P considers that the available credit
enhancement for the class F notes is commensurate with the assigned
'B- (sf)' rating.

Until the end of the reinvestment period on June 15, 2024, the
collateral manager may substitute assets in the portfolio for so
long as S&P's CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and it
compares that with the current portfolio's default potential plus
par losses to date. As a result, until the end of the reinvestment
period, the collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

Under S&P's structured finance sovereign risk criteria, it
considers that the transaction's exposure to country risk is
sufficiently mitigated at the assigned ratings.

The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.

The transaction's legal structure and framework is bankruptcy
remote, in line with S&P's legal criteria.

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe our ratings
are commensurate with the available credit enhancement for the
class A to F notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A to E notes
to five of the 10 hypothetical scenarios we looked at in our
publication, "How Credit Distress Due To COVID-19 Could Affect
European CLO Ratings," published on April 2, 2020.

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes "Criteria For Assigning 'CCC+', 'CCC',
'CCC-', And 'CC' Ratings," published on Oct. 1, 2012."

Environmental, social, and governance (ESG)

S&P said, "We regard the exposure to ESG credit factors in the
transaction as being broadly in line with our benchmark for the
sector (see "ESG Industry Report Card: Collateralized Loan
Obligations," March 31, 2021). Primarily due to the diversity of
the assets within CLOs, the exposure to environmental credit
factors is viewed as below average, social credit factors are below
average, and governance credit factors are average. For this
transaction, the documents prohibit assets from being related to
the following industries: production or marketing of controversial
weapons; production of nuclear weapons or thermal coal production;
the extraction of thermal coal and fossil fuels from unconventional
sources; extraction of petroleum via fracking; the production of or
trade in pornography, adult entertainment, or prostitution; and the
sale or promotion of marijuana. Accordingly, since the exclusion of
assets from these industries does not result in material
differences between the transaction and our ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities."

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and it will be managed by PGIM Loan
Originator Manager Ltd.

  Ratings List

  CLASS    RATING     AMOUNT     INTEREST RATE (%)      CREDIT
                     (MIL. EUR)                     ENHANCEMENT(%)

  A        AAA (sf)   244.00     Three/six-month
                                 EURIBOR + 1.10          39.00

  B-1      AA (sf)     10.00     Three/six-month
                                 EURIBOR + 2.25          29.50

  B-2      AA (sf)     28.00     3.00                    29.50

  C        A (sf)      28.00     Three/six-month
                                 EURIBOR + 3.30          22.50

  D        BBB (sf)    27.00     Three/six-month
                                 EURIBOR + 4.30          15.75

  E        BB- (sf)    22.00     Three/six-month
                                 EURIBOR + 6.58          10.25

  F        B- (sf)     12.00     Three/six-month
                                 EURIBOR + 8.47           7.25

  Subordinated  NR     30.30     N/A                       N/A

  NR--Not rated.
  N/A--Not applicable.
  EURIBOR--Euro Interbank Offered Rate.


ION TRADING: S&P Lowers LongTerm ICR to 'B-' on High Leverage
-------------------------------------------------------------
S&P Global Ratings lowered it long-term issuer credit and issue
ratings on ION Trading Technologies Ltd. (ION) and its first-lien
term loans and notes to 'B-'.

The stable outlook reflects S&P's expectations that ION's revenue
will increase 10%-13% in 2022, compared with 15% in 2021, from
completed acquisitions, price increases, new products sales, and
cross-selling opportunities, while its EBITDA margin will increase
100 basis points (bps)-300 bps on the back of continued realization
of synergies and lower nonrecurring costs.

ION's leverage has been persistently high, at about 10x, due to
slower synergies realization, high nonrecurring costs, and
expanding debt levels, with deleveraging prospects constrained by
the aggressive financial policy. S&P said, "The company's S&P
Global Ratings-adjusted leverage was 10.5x in 2021, compared with
9.6x in 2020 and 10.8x in 2019, well above the 6.5x average of our
'B' rated software peers. The company's persistently high leverage
mainly stems from its slower synergy realization, high nonrecurring
costs of more than EUR35 million in 2021, and aggressive debt
intake to fund M&A and dividends, which totaled more than EUR1.3
billion in the past two years. Although leverage is slightly lower
at about 10x on a pro-forma basis, if we consider the full year
effects of the company's M&A, the ratio is still well above our
downside trigger of 8x. We do not expect ION to deleverage
materially below 8x before 2024 based on our current EBITDA growth
assumptions and the company's financial policy. This is evidenced
by its additional EUR125 million incremental term loan to pay
M&A-related earn out liabilities in April 2022, and its plan to pay
up to EUR100 million of dividends in 2022. Although we think ION
does have capacity to deleverage organically, the rating action
reflects its track record of more aggressive than anticipated
dividend distributions and under-delivering on its plans, both of
which prevented material leverage reduction. We therefore think
that the company's financial risk profile and financial policy no
longer fit our 'B' rating."

S&P said, "In our view, revenue stability has slightly weakened
following the Dash acquisition. ION's nonrecurring revenue
increased significantly to EUR226 million in 2021, compared with
about EUR127 million in 2020, given that most of Dash's revenue is
transaction driven. Therefore, we think market volatility and
financial institutions' IT spending cycles could have a more
profound effect on ION's revenue compared with 2020, when the
company's nonrecurring revenue declined more than EUR30 million on
a pro-forma basis. That said, we note the acquisition has further
diversified ION's product offering and revenue streams, and
slightly strengthened its topline growth given Dash's high growth
rate."

ION's business risk profile has improved somewhat in recent years
after expanding its capabilities and asset coverage and extending
the duration of its contracts. The company has expanded its product
coverage and solidified its position as one of the major trading
software providers in the financial market through a series of
acquisitions since 2018. Its products span all asset classes and it
serves global top-tier financial institutions. S&P thinks that
ION's trading solutions are mission critical for financial
institutions to maintain their daily operations, which tend to be
time sensitive. Moreover, switching costs can be quite significant
because of the time needed to implement alternative solutions and
overcome potential operational disruptions. As a result, ION can
negotiate longer contracts of five-to-six years with its customers,
leading to better protection in economic downturns and a high
customer retention rate of 99%.

A niche focus on trading software and high customer concentration
constrain ION's business risk profile. S&P thinks that ION's sole
focus on the financial sector makes it more susceptible to
technological and market dynamics, as well as to the potentially
negative effects from downturns in the financial markets. This sole
focus also limits the size of the company's overall addressable
market and its long-term growth prospects. Additionally, ION's
customer concentration remains relatively high, with the top 10
customers accounting for about 25% of total revenue.

S&P said, "The stable outlook reflects our view that ION's revenue
will expand 10%-13% in 2022, compared with 15% in 2021, through
completed acquisitions, price increases, new products sales, and
cross-selling opportunities. Together with a moderate EBITDA margin
expansion of 100 bps-300 bps, we expect the company will deleverage
toward 8x-9x in 2022. However, this view is constrained by
uncertainties regarding financial policy on acquisitions and
dividends.

"We see rating downside as remote, given the company's sound
liquidity and cash flow. We could lower the rating if ION's free
operating cash flow (FOCF) turns negative and remains that way for
a long period, or it experiences liquidity pressure. This could
happen if the company loses key customers due to increased
competition and economic volatility."

S&P could raise its rating if ION is committed to deleverage on a
sustained basis on the back of EBITDA growth, and limit its debt
intake, leading to:

-- Adjusted leverage below 8x; and
-- FOCF to debt above 5% on a prolonged basis.

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




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

REVOCAR 2019-2: S&P Raises Rating on Class D Notes to 'BB+(sf)'
---------------------------------------------------------------
S&P Global Ratings raised to 'BB+ (sf)' from 'BB (sf)' its credit
rating on RevoCar 2019-2 UG (haftungsbeschrankt)'s class D-Dfrd
notes. At the same time, S&P affirmed its 'AAA (sf)', 'A (sf)', and
'BBB (sf)' ratings on the class A, B-Dfrd, and C-Dfrd notes.

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

"While our rating on the class A notes addresses the timely payment
of interest and the ultimate payment of principal, our ratings on
the class B-Dfrd to D-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 2019 and is revolving for four
years until October 2023.

"We analyzed credit risk under our global auto ABS criteria, using
the transaction's historical gross loss data. In our view, RevoCar
2019-2 has shown stable asset performance, with cumulative gross
losses generally performing better than our assumptions at closing.
As a result, we have decreased our weighted-average base-case gross
loss assumption to 1.90% from 2.00%."

  Table 1

  Credit Assumptions

         PARAMETER                   CURRENT

  Gross loss base case (%)             1.9

  Gross loss multiple ('AAA')          4.8

  Gross loss multiple ('A')            2.8

  Gross loss multiple ('BBB')          1.9

  Gross loss multiple ('BB-')          1.6

  Recoveries base case (%)            40.0

  Recoveries haircut ('AAA') (%)      45.0

  Recoveries haircut ('A') (%)        35.0

  Recoveries haircut ('BBB') (%)      31.0

  Recoveries haircut ('BB-') (%)      23.0

  Stressed recovery rate ('AAA')      22.0

  Stressed recovery rate ('A')        26.0

  Stressed recovery rate ('BBB')      28.0

  Stressed recovery rate ('BB-')      31.0

  Balloon loss ('AAA') (%)             9.0

  Balloon loss ('A') (%)               4.7

  Balloon loss ('BBB') (%)             1.4

  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 (BNP Paribas Securities
Services, Frankfurt Branch) up to a 'AAA' rating.

"In our cash flow analysis, we tested several sensitivities to
address the amortizing feature of the commingling reserve.

"Our analysis indicates that the available credit enhancement for
the class A, B-Dfrd, C-Dfrd, and D-Dfrd notes is sufficient to
withstand the credit and cash flow stresses that we apply at the
'AAA', 'A', 'BBB', and 'BB+' ratings, respectively. We therefore
raised to 'BB+ (sf)' from 'BB (sf)' our rating on the class D-Dfrd
notes. We also affirmed our ratings on the class A, B-Dfrd, and
C-Dfrd notes.

"We do not expect the current inflationary economic environment to
increase the cost of the debt for the securitized borrowers because
the interest rate is fixed. However, borrowers could face lower
disposable incomes.

"To account for the uncertainty related to the Ukraine conflict and
the pressure on prices, we have kept a level of conservatism in our
default base case."




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

E-MAC III NL 2008-II: S&P Lowers Class C Notes Rating to 'B(sf)'
----------------------------------------------------------------
S&P Global Ratings lowered to 'BBB- (sf)' from 'BBB+ (sf)' and to
'B (sf)' from 'BB (sf)' and removed from CreditWatch negative its
credit ratings on E-MAC Program III B.V. Compartment NL 2008-II's
class B and C notes, respectively. At the same time, S&P affirmed
its 'A+ (sf)' and 'CCC (sf)' ratings on the class A2 and D notes,
respectively.

S&P said, "On May 20, 2022, we placed our ratings on the class B
and C notes on CreditWatch negative due to the lack of clarity
surrounding the high level of transaction fees Intertrust
Management B.V. (in its capacity as director of the issuer)
reported over recent interest payment dates. We have not been
provided with additional information on these fees, and given the
transaction is exposed to the continued erosion of excess spread
should fees increase or remain at elevated levels on future
payments dates, we have incorporated higher fee stresses in our
analysis.

"Our ratings on the class B and C notes cannot withstand the
additional stresses in our analysis. We have therefore lowered to
'BBB- (sf)' from 'BBB+ (sf)' and to 'B (sf)' from 'BB (sf)' our
ratings on the class B and C notes, respectively. We have also
removed these ratings from CreditWatch negative.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class A2 notes can support a higher
rating than currently assigned. Although the rating is robust to
our stressed fee assumptions, we have affirmed our 'A+ (sf)' rating
on the class A2 notes considering the overall lack of clarity
around transaction fees, the resultant liquidity drawings, and the
continuing reduction in pool granularity.

"The class D notes do not pass our 'B' cash flow stresses.
Therefore, we applied our 'CCC' criteria to assess if either a 'B-'
rating or a rating in the 'CCC' category would be appropriate. We
performed a qualitative assessment of the key variables, together
with an analysis of performance and market data, and we consider
repayment of the class D notes to be dependent upon favorable
business, financial, and economic conditions. In addition to the
reserve fund being fully depleted and the ongoing liquidity
drawings, a principal deficiency ledger of just over EUR2,000
remains allocated for this class of notes. We have therefore
affirmed our 'CCC (sf)' rating on the class D notes."

The swap counterparty in the transaction is NatWest Markets PLC.
Based on the combination of the replacement commitment and the
collateral posting framework, the maximum potential rating
supported by the swap counterparty in this transaction is 'AA-'.
All other rating-dependent counterparties does not constrain its
ratings on the notes.

E-MAC Program III Compartment NL 2008-2 is a Dutch RMBS transaction
backed by Dutch residential mortgages originated by CMIS Nederland
(previously GMAC-RFC Nederland).




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

CAIXABANK PYMES 9: Moody's Hikes Rating on Class B Notes to B2
--------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of two Notes in
two Spanish ABS-SME transactions. The rating action reflects stable
collateral performance observed and further deleveraging of
outstanding senior Notes.

Issuer: CAIXABANK PYMES 9, FONDO DE TITULIZACION

EUR1628M (current outstanding amount EUR177M) Class A Notes,
Affirmed Aa1 (sf); previously on May 28, 2019 Upgraded to Aa1 (sf)

EUR222M Class B Notes, Upgraded to B2 (sf); previously on May 28,
2019 Upgraded to B3 (sf)

Issuer: CAIXABANK PYMES 10, FONDO DE TITULIZACION

EUR2793M (current outstanding amount EUR538.1M) Class A Notes,
Affirmed Aa1 (sf); previously on Jan 18, 2021 Upgraded to Aa1 (sf)

EUR532M Class B Notes, Upgraded to B2 (sf); previously on Jan 18,
2021 Affirmed Caa2 (sf)

The two transactions are ABS backed by small to medium-sized
enterprise (ABS SME) loans located in Spain. CAIXABANK PYMES 9,
FONDO DE TITULIZACION and CAIXABANK PYMES 10, FONDO DE TITULIZACION
were originated by CaixaBank, S.A.

RATINGS RATIONALE

The rating action is prompted by the stable collateral performance
observed and further deleveraging of outstanding senior Notes.

The credit enhancement for Class A Notes on CAIXABANK PYMES 9,
FONDO DE TITULIZACION has increased to 60.2% from 23.6% since the
last rating action. Credit enhancement for Class A Notes on
CAIXABANK PYMES 10, FONDO DE TITULIZACION has increased to 54.1%
from 23.2% since the last rating action. However, both classes are
impacted by a maximum achievable rating of Aa1 (sf) for structured
finance transactions in Spain, driven by the corresponding local
currency country ceiling of the country.

Revision of Key Collateral Assumptions

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

The performance of the transactions has continued to be stable
since last rating action in May 2019 for CAIXABANK PYMES 9, FONDO
DE TITULIZACION, total delinquencies have increased in the past
year, with 90 days plus arrears currently standing at 1.80% of
current pool balance. Cumulative defaults currently stand at 2.3%
of original pool balance up from 2% a year earlier. In the case of
CAIXABANK PYMES 10, FONDO DE TITULIZACION, total delinquencies have
increased in the past year, with 90 days plus arrears currently
standing at 2.9% of current pool balance. Cumulative defaults
currently stand at 1.5% of original pool balance up from 1.2% a
year earlier.

For CAIXABANK PYMES 9, FONDO DE TITULIZACION, the current default
probability is 12.7% of the current portfolio balance and the
assumption for the fixed recovery rate is 33%. Moody's has
increased  the CoV to 40.5% from 37.1%, which, combined with the
revised key collateral assumptions, corresponds to a portfolio
credit enhancement of 26%.

For CAIXABANK PYMES 10, FONDO DE TITULIZACION, the current default
probability is 10% of the current portfolio balance and the
assumption for the fixed recovery rate is 37%. Moody's has
decreased the CoV to 45.9% from 46.3%, which, combined with the
revised key collateral assumptions, corresponds to a portfolio
credit enhancement of 20%.

Moody's increased the default probability assumption to 12.7% from
10% in CAIXABANK PYMES 9, FONDO DE TITULIZACION to reflect the
portfolio composition based on updated loan by loan information,
taking into consideration the current industry concentration among
other credit risk factors.

Counterparty Exposure

The rating actions took into consideration the Notes' exposure to
relevant counterparties, such as a servicer or account banks.

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

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

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

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


PAI CASTELLANA 1: Moody's Assigns B2 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
and a B2-PD probability of default rating to PAI Castellana Holding
1, S.L.U. ("Uvesco" or "the company"). Concurrently, Moody's
assigned a B2 rating to the EUR315 million senior secured 1st lien
term loan B (TLB) and a B2 rating to the EUR50 million senior
secured revolving credit facility (RCF) borrowed by PAI Castellana
HoldCo 2, S.L.U., a 100% owned subsidiary of Uvesco. The outlook
for both entities is stable.

On December 22, 2021, PAI Partners, a European private equity firm,
announced the acquisition of a majority stake in Uvesco, a regional
Spanish food retailer. The acquisition completed in the first
quarter of 2022.

RATINGS RATIONALE

The B2 CFR reflects Uvesco's earnings growth on the back of robust
like-for-like sale growth rates and store openings; its positive
free cash flow generation; its high profitability, with a
Moody's-adjusted EBITDA margin of around 11% in 2021; and its focus
on locally sourced, high quality fresh products, which
differentiates the company from larger competitors.

Still, the company's rating is constrained by its high leverage,
with a Moody's-adjusted (gross) debt/EBITDA of around 6.5x in 2021
and pro forma the transaction; its small size relative to
traditional grocers, which could limit its pricing power; the
concentration of its earnings in certain regions in the north of
Spain; and a low cash balance of only EUR5 million expected at
closing of the transaction.

Uvesco has a solid track record of sales growth driven by
like-for-like growth and new store openings. For fiscal year 2022,
Moody's expects the company to be able to maintain EBITDA slightly
below last year as store openings will to a large extent compensate
for the ongoing normalization of sales resulting from the full
reopening of restaurants as the pandemic recedes. Moody's expects
inflationary pressure to persist this year, which could weigh on
customer demand. This is, however, partly mitigated by the
company's positioning as a premium grocer with a customer base
which is less sensitive to price variations compared for instance
to discounters, as well as the company's ability to pass on some
price increases to its customers.

Moody's expects Uvesco to open around 10 new stores per year in the
next three years, in line with its historic track record. Beyond
2022, Moody's expects leverage to hover around 6.5x driven by
continued EBITDA growth from store openings and positive
like-for-like (LFL) sales. Moody's leverage calculation is based on
the current IFRS reporting of the company. In particular Moody's
understands that the company, in its current application of IFRS16,
uses a conservative approach by taking into account a 25 year lease
tenor without considering the break options that the company has.
This result in a rent-to-lease liability multiple of around 10x,
which is high compared to Moody's average multiple of 5x for the
retail sector and it inflates the company's leverage. This is
reflected in the somewhat looser leverage tolerance for the B2
rating compared to peers.

Governance risks as per Moody's ESG framework were considered key
rating drivers. Uvesco is majority-owned by PAI Partners, a private
equity firm. As is often the case in highly levered,
private-equity-sponsored deals, Moody's considers that Uvesco's
shareholders will have a higher tolerance for leverage/risk and
that governance will be comparatively less transparent relative to
publicly traded companies.

LIQUIDITY

Uvesco's liquidity is adequate, with a EUR50 million undrawn senior
secured revolving credit facility (RCF) despite a low cash balance
of EUR5 million at closing of the transaction. Moody's expects
this, together with positive free cash flow generation will cover
the company's intra year working capital needs. Seasonal swings in
revenue and working capital could lead to temporary drawings on the
senior secured RCF.

Moody's expects Uvesco to generate positive FCF of around EUR15
million per year in the next 12-18 months. Moody's expects the
company's capital spending, excluding lease repayments, to be
around 3% of revenue and working capital movements to be neutral or
positive on a yearly basis.

The senior secured RCF is subject to a springing net leverage
covenant. Moody's expects the company to maintain ample headroom
under this convenant in the next 12-18 months. The company does not
have any short-term maturities, and the first maturity is in 2029
when the senior secured TLB comes due.

STRUCTURAL CONSIDERATIONS

The EUR315 million senior secured TLB and the EUR50 million senior
secured RCF issued by PAI Castellana HoldCo 2, S.L.U. are rated B2,
in line with the CFR, reflecting their pari passu ranking. The B2
rating also reflects the presence of upstream guarantees from
material subsidiaries of the group. The B2-PD PDR, in line with the
CFR, reflects the hypothetical recovery rate of 50%, which is
appropriate for a capital structure comprising bank debt and with a
single springing covenant under the senior secured RCF with
significant capacity.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Uvesco's
leverage will remain around 6.5x Moody's-adjusted (gross)
debt/EBITDA in the next 12 to 18 months by continuing to grow its
revenues and EBITDA.

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

Upward pressure on the ratings could arise in case of a sustained
decline of the Moody's-adjusted (gross) debt/EBITDA ratio
comfortably below 6.0x, Moody's-adjusted free cash flows to debt
towards 5% as well as a track record of prudent financial policy,
with no dividends and no debt-funded acquisitions.

Downward pressure on the ratings could arise if Moody's-adjusted
(gross) debt/EBITDA is above 7.0x, for instance because of a
downturn of the fresh food market. A deterioration of the company's
liquidity profile, as shown for example by an inability to generate
positive Moody's-adjusted free cash flow, could also prompt a
negative rating action.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Guipuzcoa (Basque Country) and founded in 1993
through the combination of two family owned grocers, Uvesco is a
regional grocer with a strong presence in the Basque Country,
Cantabria, Navarra and LaRioja, and a growing position in Madrid.
In 2021, Uvesco reported total revenue and EBITDA of EUR911 million
and 68.6 million, respectively.


PAI CASTELLANA 1: S&P Assigns Prelim. 'B' LT ICR, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Spanish food retailer PAI Castellana Holding 1
S.L.U. (Uvesco), the ultimate holding company after the
acquisition, and its preliminary 'B' issue rating and '3' (65%)
recovery rating to the group's proposed term loan.

The stable outlook reflects S&P's view that Uvesco's 3.0%-6.0%
annual revenue growth, combined with a sound S&P Global
Ratings-adjusted EBITDA margin of about 10.0% and positive free
operating cash flow (FOCF), will support moderate deleveraging of
about 0.1x-0.2x per year in 2022-2025, from its estimate of about
5.9x at the transaction's close.

PAI Castellana HoldCo 2 S.L.U., the intermediate holding company of
northern Spain regional food retailer Uvesco, plans to issue a
EUR315 million term loan to finance the buyout by financial sponsor
PAI Partners.

The proposed transaction will increase Uvesco's S&P Global
Ratings-adjusted leverage to about 5.9x (including an estimated
EUR260 million of lease debt), with moderate deleveraging prospects
as the company consolidates its position in core regions and
expands in Madrid.

PAI's buyout translates into S&P Global Ratings-adjusted leverage
of about 5.9x in 2022, declining to below 5.5x by 2025 on the back
of moderate EBITDA growth.On Dec. 21, 2021, private equity fund PAI
reached an agreement to acquire--together with management and some
existing shareholders--100% of Uvesco from the founding families.
To finance the acquisition, intermediate holding company PAI
Castellana HoldCo 2 S.L.U. will issue a EUR315 million term loan
and a EUR50 million revolving credit facility (RCF), which will be
undrawn at the transaction's close. S&P said, "We estimate the new
debt will translate to S&P Global Ratings-adjusted leverage of
about 5.9x at closing. Our adjusted leverage includes our estimate
of about EUR260 million of lease debt at closing. Although we
anticipate the company will capitalize on growth to deleverage by
0.1x-0.2x per year over our forecast horizon, we note that it could
potentially re-leverage within the debt documentation framework, on
the back of its private-equity ownership."

Network expansion, including in Madrid, and positive like-for-like
growth will spur a 3%-6% annual revenue increase over 2022-2025.
This is in line with the company's track record, with sales
increasing at a compound annual growth rate of above 6% in
2007-2021. S&P said, "We expect the increase will be spurred by
14-18 store openings per year, including six-to-eight franchises;
moderate like-for-like growth of 0.5%-1.0% per year; as well as a
10%-20% yearly rise in online sales, although from a very low base
of about EUR10 million in 2021. We expect the group will focus on
consolidating its position in core regions (including Spain's
Basque Country, Navarra, La Rioja, and Cantabria), where it is the
second-largest player and has a market share of nearly 15%, as well
as expanding in the Madrid region. The group entered the capital in
2017 through the acquisition of 18 stores from Supermercados
Gigante and has progressively increased its presence to 38 via
openings and 12 stores acquired from Condis in 2021. We positively
view Uvesco's attempt to expand its geographical reach beyond its
core regions, with four-to-six store openings per year in the
Madrid region. That said, we believe there could be some execution
risk, because the company needs to adapt its local product
offering, supply chain, and value proposition to a new market,
although we recognize that management has a strong track record in
store openings."

Uvesco's focus on fresh food and branded products differentiates it
from bigger food retailers.Uvesco built its value proposition and
product offering by combining high-quality local fresh food and a
wide assortment of branded products. In 2021, fresh products
accounted for 43% of Uvesco's sales--of which almost half was fresh
meat--branded products for 51%, and private labels for just 6%.
This product mix differs significantly from the average of bigger,
national Spanish food retailers, including discounters, which
mostly focus on private labels to target different client segments.
S&P said, "We believe Uvesco's unique offering supports good client
retention and leaves it somewhat less exposed to price competition
from discounters. In our view, Uvesco's price positioning will also
likely protect its margin from increasing supply related inflation,
since it should be able to pass price increases on to customers."

Uvesco's integrated business model and local supply chain support
solid EBITDA margins. S&P said, "We expect Uvesco will continue
benefiting from a high S&P Global Ratings-adjusted EBITDA margin of
about 10%. This is stronger than that of traditional, larger food
retailers. Sound profitability comes via its vertically integrated
operations, built on solid relationships with local suppliers;
efficient in-house processing and logistics, supported by its four
logistics platforms in northern Spain; and a focus on fresh food,
which differentiates its offering from competitors and translates
to sound pricing power. Even if we consider Uvesco's lack of
geographical diversity as a constraint on its business risk profile
assessment, we believe that its limited geographical reach makes
its operations more manageable and supply chain more efficient than
other big national and international food retail groups. As such,
we note that the planned expansion in Madrid, which will require
adding more suppliers while preserving the product sourcing quality
that makes the brand successful, could present some operational
challenges."

Uvesco's limited scale and lack of geographical diversification in
a very competitive market constrain the rating. S&P said, "Although
we expect the group will continue expanding above the industry
average, while maintaining a solid market share in its core
regions, it remains a very small player in the broader and highly
fragmented Spanish food retail market, holding a share of about 1%.
We also note that the group's operations are very geographically
concentrated compared with other rated peers; about 85% of its
sales are generated in its core northern Spanish regions, and the
remaining 15% in Madrid (increasing toward 20% in our forecast
horizon through 2025). That said, we note that the Basque Country,
Madrid, and the company's other regions of operations are among the
wealthiest in Spain, in terms of GDP per capita. In addition, we
believe that competition could stiffen because Spain's leading food
retailer, Mercadona, and discounters, such as Lidl and Aldi, are
strengthening their presence in Uvesco's core regions." The group
has shown good resilience to these openings so far, thanks to its
unique product offering, but larger food retailers' increasing
emphasis on quality, freshness, and product traceability could pose
a threat to Uvesco's competitive position in the longer term.

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

"The stable outlook reflects our view that Uvesco will continue to
expand sales by 3%-6% per year, thanks to healthy like-for-like
organic revenue growth and 14-18 annual store openings, with
consolidation in core regions and successful expansion in Madrid.
We forecast positive FOCF after lease payments of above EUR20
million per year and EBITDAR coverage above 2.1x.

"We could lower the ratings if Uvesco's operating performance,
including revenue growth and profitability, weakens leading to
negative FOCF and EBITDAR cash interest coverage below 2.0x. This
could result from intensified price competition in the Spanish food
market, including more challenging expansion in Madrid than
expected, a food safety scare damaging the BM Supermercados brand,
supply chain disruption, or an inability to pass on food inflation
to customers.

"We see upside as remote in the near term because of Uvesco's high
leverage, financial sponsor ownership, and relatively limited size
and diversification. A positive rating action hinges on Uvesco's
ability to significantly expand its EBITDA base, successfully
diversify its geographical reach, and increase its FOCF well above
EUR50 million per year. An upgrade is also contingent on the
financial sponsor committing to prudent financial policy."

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

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of PAI Castellana
Holding 1 S.L.U. This is the case for most rated entities owned by
private-equity sponsors. We believe the company's highly leveraged
financial risk profile points to corporate decision-making that
prioritizes the interests of the controlling owners. This also
reflects generally finite holding periods and a focus on maximizing
shareholders returns."




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

BROLA FABRICATIONS: Goes Into Administration, 10 Jobs at Risk
-------------------------------------------------------------
Hannah Baker at BusinessLive reports that Brola Fabrications, a
Bristol metal fabrications company, has fallen into
administration.

The company, which traded from South Liberty Lane in Ashton Vale,
appointed Andrew Beckingham and Siann Huntley of business recovery
firm Leonard Curtis on June 1, BusinessLive relates.  The
administrators are based at Queen Square in Bristol.

According to Linkedin, Brola Fabrications was founded in 2012 by
directors Stephen Brooks and Holman St Peter Lattiebeaudiere, who
are the managing directors and majority shareholders of the
business.  Latest accounts on Companies House show the company
employed 10 staff.

Companies House accounts for the year ending December 31, 2021,
show the amounts falling due to creditors within one year were
GBP172,384, BusinessLive states.  During the year, the directors
maintained a loan account with the company.  At the year end, the
business owed the directors GBP1,514 - up from GBP1,202 in 2020,
BusinessLive discloses.

It is not yet known what will happen to staff following the
appointment of the administrators, BusinessLive notes.

Brola Fabrications was founded in 2012 by directors Stephen Brooks
and Holman St Peter Lattiebeaudiere, who are the managing directors
and majority shareholders of the business.  

The firm carried out a range of fabrication work -- from standard
and custom aluminium fabrications up to four-metres long to heavy
duty steel works.  The business also offered cutting, punching,
pressing and welding services, and had a supplier base for laser
fabrication, powder coating and galvanising.


DMD OPERATIONS: Enters Administration Following Trading Woes
------------------------------------------------------------
Alec Mattinson at The Grocer reports that the owner of online
drinks retail and wholesale group Spirit.Ed, previously 31Dover,
has fallen into administration following a period of "difficult"
trading and an inability to raise new funding.

The businesses affected, DMD Operations and Vanquish Operations,
owned drinks e-commerce site Spirit.Ed and ran subscription
businesses The Gin Club and previously Off the Still, as well as
drinks wholesalers Vanquish and OnStock.

The companies appointed Colin Hardman and Clare Lloyd, partner and
associate director of Smith and Williamson as joint administrators
last week, The Grocer relates.

According to The Grocer, Mr. Hardman commented: "Following a period
of difficult trading conditions, the companies' management had
attempted to find a new strategic funder.  Whilst we understand
that negotiations were at a very developed stage, ultimately they
were not successful.

"The joint administrators will therefore be aiming to realise the
best possible value from the business and assets, in order to
maximise the return to the creditors."

The Spirit.Ed online store is currently offline "undergoing
maintenance", while The Gin Club posted on Facebook it was ceasing
to operate in March after almost four years due to "increasing
sourcing issues", The Grocer discloses.

DMD Operations' most recent accounts show the losses in its P&L
account ballooned in the year to April 30, 2020, from GBP299,000 to
GBP15.5 million as Covid hit the leisure and hospitality industry,
The Grocer notes.

In November 2019, the company spelt out plans to raise over
GBP500,000 via a crowdfunding campaign to value the business at
around GBP45 million as it targeted growing annual revenues to
GBP30 million from around GBP12 million, The Grocer states.

However, it ditched the potential GBP1 million crowdfunding drive
after failing to break GBP300,000 in its private phase before its
public launch on Crowdcube, according to The Grocer.


GFG ALLIANCE: Hundreds of UK Jobs at Risk Following Court Ruling
----------------------------------------------------------------
Kaye Wiggins and Sylvia Pfeifer at The Financial Times report that
Citibank has been given the go-ahead for a court bid to shut down
three UK companies in Sanjeev Gupta's GFG Alliance, a move that
would hit large swaths of the metals magnate's British operations
and put hundreds of jobs at risk.

According to the FT, the bank, acting on behalf of creditors
including Credit Suisse, is seeking to shut down the companies over
unpaid debts.

The petitions were first made in March 2021 but had been on hold
while Credit Suisse held settlement talks with GFG, FT recounts
discloses.  Those talks stalled, triggering the start of the
insolvency proceedings, the FT recounts.

In a London court judgment on June 7, a High Court judge found
measures designed to protect companies forced into difficulty
because of the coronavirus pandemic do not apply, the FT relates.

The bank's winding-up petitions apply to Speciality Steel, Liberty
Commodities and a third GFG business, Liberty MDR Treasury Company,
the FT discloses.  The hearing was held last month, the FT
recounts.

The ruling does not mean the GFG companies are certain to be shut
down but it piles significant pressure on Gupta, who has been
fighting for the future of his industrials empire since the
collapse of its main lender, Greensill Capital, last year, the FT
states.

Credit Suisse investors are owed more than US$1 billion by GFG,
which borrowed money from a group of supply chain finance funds
linked to Greensill, the FT states.  In total, Mr. Gupta borrowed
US$5 billion from Greensill to finance the growth of a sprawling
metals empire that employs thousands of workers around the world,
according to the FT.

Liberty Speciality Steel UK, the largest entity that could be wound
down, employs more than 1,800 people across several sites in the
UK, including at Rotherham in Yorkshire.  The company manufactures
specialist steel products for the aerospace automotive and
engineering industries.

Speciality Steel owes GBP46.8 million to Citibank, the FT says,
citing court documents.  MDR owes GBP20 million and Liberty
Commodities owes US$131.6 million, the court judgment says, the FT
relays.

The industrialist had argued in a witness statement that the
pandemic had a "significant adverse financial effect" on each of
the businesses in question, the FT recounts.

According to the FT, a spokesperson for GFG insisted that the
judgment "does not mean that the UK companies in question will be
wound up".

Meanwhile, he said talks on a "consensual debt restructuring" were
continuing, the FT notes.


LETHENDY CHELTENHAM: Owner Blames Collapse on Russian Banks
-----------------------------------------------------------
Hannah Baker at BusinessLive reports that the owner of a luxury
hotel in Cheltenham that has fallen into administration has blamed
the collapse on Russian banks, including state-owned Otkritie.

Lethendy Cheltenham Limited, which trades as the DoubleTree by
Hilton Cheltenham, was placed into administration on May 19,
BusinessLive relates.  It is one of four hotels owned by Lethendy
Estates -- a UK-based holding company that owns and operates hotels
around the country under different brand names, BusinessLive
discloses.

The company's portfolio includes Double Tree by Hilton Elstree,
Double Tree by Hilton Stoke on Trent, Double Tree by Hilton
Cheltenham and Holiday Inn Bolton.  Lethendy Estates is also part
of the MF Trust, the settlor of which is Russian former billionaire
and Vladimir Putin critic Dr Boris Mints.

The company, as cited by BusinessLive, said it was forced to
appoint administrators after Russian banks sought to impose land
registry restrictions on Hilton Cheltenham's property, which it
claims had "no connection" to Lethendy Estates.  The hotel operator
also said the banks had been "unwilling" to remove the
"unreasonably imposed" restrictions out of court, BusinessLive
notes.

Lethendy Estates claims the "aggressive actions" of the Russian
banks are due to Dr Mints' political views, BusinessLive relays.

According to BusinessLive, a spokesperson for Lethendy Estates
added: "Dr Mints -- a long-standing critic of Putin and a vocal
opponent of his illegal and barbaric invasion -- has initiated
charity programmes in aid of Ukrainian refugees."


MORTIMER BTL 2021-1: S&P Affirms 'BB+' Rating on Class E Notes
--------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Mortimer BTL 2021-1
PLC's class B-Dfrd notes to 'AA+ (sf)' from 'AA (sf)', C-Dfrd notes
to 'A+ (sf)' from 'A (sf)', and X1-Dfrd notes to 'BBB (sf)' from
'B+ (sf)'. At the same time, S&P affirmed its 'AAA (sf)' rating on
the class A notes, its 'BBB+ (sf)' rating on the class D-Dfrd
notes, and its 'BB+ (sf)' rating on the class E-Dfrd notes.

The rating actions reflect the transaction's consistent stable
credit performance so far and the significant paydown of the class
X1-Dfrd notes since closing in June 2021. The transaction has been
amortizing sequentially since closing and this has increased credit
enhancement for the outstanding notes, most notably for the senior
and mezzanine notes.

The transaction has a low level of arrears (0.5%). Total arrears
are below the latest reading on our U.K. buy-to-let (BTL) index for
post-2014 originations where arrears are at 1.0%.

Since closing, S&P's weighted-average foreclosure frequency (WAFF)
assumptions have decreased at all rating levels. Firstly, the
pool's weighted-average indexed current loan-to-value (LTV) ratio
has declined by 4.8% since closing. The reduction in the
weighted-average indexed current LTV ratio has a positive effect on
its WAFF assumptions as the LTV ratio applied is calculated with a
weighting of 80% of the original LTV ratio and 20% of the current
LTV ratio.

This reduction in the weighted-average current LTV ratio has also
led to a reduction in S&P's weighted-average loss severity (WALS)
assumptions.

  Credit Analysis Results

  RATING LEVEL   WAFF (%)   WALS (%)   CREDIT COVERAGE (%)

  AAA            23.30      48.89      11.39

  AA             15.73      41.00       6.45

  A              11.85      28.40       3.36

  BBB             8.16      20.53       1.67

  BB              4.27      14.74       0.63

  B               3.40       9.56       0.33

There are no counterparty constraints on the ratings on the notes
in this transaction.

The upgrades of the class B-Dfrd and C-Dfrd notes reflect both the
increasing credit enhancement and the declining required credit
coverage at both rating levels since closing. S&P said, "As a
result, our cash flow analysis indicated that the class B-Dfrd and
C-Dfrd notes could withstand stresses at higher ratings than those
previously assigned. We therefore raised our ratings on these
classes of notes. Class C-Dfrd achieves a higher rating in our
cashflow modelling than the rating which we have assigned. Due to
the limited build up in credit enhancement for this note since
closing and limited performance data, we assigned a lower rating."

The class X1-Dfrd notes have paid down by over GBP4.3 million since
closing and now have a current balance outstanding of around GBP7.6
million as of the end of February 2022. S&P said, "As a result, our
credit and cash flow results indicate that these notes can
withstand our stresses at a higher level than the currently
assigned rating. The assigned rating on the class X1-Dfrd notes is
below the level indicated by our standard cash flow analysis. As
these notes have no hard credit enhancement, they rely on soft
credit enhancement through excess spread." The assigned rating
considers the sensitivity to high prepayment rates, leading to
reduced excess spread, which could occur due to the discount loans
resetting.

S&P said, "Our credit and cash flow results indicate that the
available credit enhancement for the class A, class D-Dfrd, and
class E-Dfrd notes continue to be commensurate with the assigned
ratings. We therefore affirmed our respective ratings on these
classes of notes. For classes D-Dfrd and E-Dfrd, the notes achieve
a higher rating in our standard cashflow modelling than the ratings
which we have affirmed. Due to the limited build up in credit
enhancement for these notes since closing and limited performance
data, we affirmed the current ratings."

S&P expects U.K. inflation to reach 7.6% in 2022. Although high
inflation is overall credit negative for all borrowers, inevitably
some borrowers will be more negatively affected than others and to
the extent inflationary pressures materialize more quickly or more
severely than currently expected, risks may emerge. This
transaction is a BTL transaction and although underlying tenants
may be affected by inflationary pressures, the borrowers in the
pool are generally considered to be professional landlords and will
benefit from diversification of properties and rental streams.
Borrowers in this transaction are largely paying a fixed rate of
interest on average until 2025. As a result, in the short to medium
term borrowers are protected from rate rises but will feel the
effect of rising cost of living pressures.

Mortimer BTL 2021-1 PLC is a static RMBS transaction that
securitizes a portfolio of BTL mortgage loans secured on properties
in England and Wales.


PREMIER FOODS: Moody's Hikes CFR to Ba3 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service has upgraded to Ba3 from B1 the corporate
family rating and to Ba3-PD from B1-PD the probability of default
rating of Premier Foods plc (Premier Foods or the company).
Concurrently, Moody's has upgraded to Ba3 from B1 rating on the
GBP330 million backed senior secured notes due 2026 at Premier
Foods Finance plc. The outlook on all ratings has changed to stable
from positive.

RATINGS RATIONALE

The rating upgrade reflects Premier Foods' resilient performance
achieved in fiscal 2022 ending March in the context of rising input
costs and supply chain frictions. The company maintained strong key
credit ratios, including gross Moody's-adjusted leverage,
calculated as adjusted debt to EBITDA, before pension deficit of
2.1x and generated GBP96 million Moody's adjusted free cash flow,
or close to GBP60 million after pension contributions. Moody's also
estimates that the company has built sufficient headroom to
withstand continued industry headwinds over the next 12-18 months.

Premier Foods' Moody's adjusted EBITA margin has reached 17% in
fiscal 2022 compared to 15.3% in fiscal 2021 thanks to a
combination of cost saving initiatives, capital investments and
mitigation of higher raw material costs through price increases.
Although the company's revenue for the same period fell by 5% to
GBP901 million from GBP947 million in the 53 week fiscal 2021.
Moody's notes that the strong prior year comparables reflect a
period when people were eating more at home due to pandemic
lockdowns. Indeed, the company's sales in fiscal 2022 were up by
6.3% compared to the pre-pandemic level, translating to more than
3% average annual growth over the two years.

Premier Foods Moody's-adjusted gross leverage, measured as gross
adjusted-debt to EBITDA, reduced to 3.2x in fiscal 2022 from 4.5x
in fiscal 2021, although this improvement was driven by the
company's Premier Foods IAS 19 pension deficit decreasing to
historically lowest level of GBP194 million from GBP383 million in
fiscal 2021. The company's leverage excluding pensions remained
stable at 2.1x, a strong level for the previous B1 rating.

Moody's notes that the pension deficit is inherently volatile,
because it is largely driven by financial market dynamics and also
is very sensitive to even small changes in discount rate, inflation
and other assumptions. Over the last several years the pension
deficit has fluctuated, including a high point of GBP490 million.
Moody's typically assesses pension deficit liabilities over the
medium term rather than at a single point in time, but also
considers the impact of the obligations on cash flow generation.
Although the company has been contributing GBP40-GBP50 million
during each of the last three years to reduce the deficit, it has
been at the same time generating a meaningful free cash flow and
partially used this to reduce funded debt. Moody's also positively
notes the segregated merger of the company's pension plans,
completed June 2020, which already resulted in lower administration
costs for managing the funds and could also lead to lower required
contributions over time.

The company's Moody's adjusted interest coverage, measured as EBITA
to interest, increased to 3.6x in fiscal 2022 from 2.8x a year
before and Moody's expects this ratio to improve further to 4x
thanks to the full year effect of the lower debt quantum and lower
coupon on the notes following the refinancing a year ago. Lower
interest expenses will also support the company's free cash flow
generation which the rating agency expects to be between GBP35 and
GBP40 million a year after pension contributions.

Moody's expects the company's sales to grow in low- to mid-single
digits in fiscal 2023 and believes that its  EBITDA will likely be
somewhat lower than the very strong levels achieved in fiscal
2021-22 as the company has been facing double-digits cost inflation
this year. Prices for wheat, sugar and palm oil, which are among
the key ingredients for the Premier Foods' products, are
significantly higher compared to last year. Moody's understands
that the company is in the process of discussing further price
increases with retailers and also uses hedging to mitigate the
impact of higher input costs.

Moody's forecasts the UK GDP growth to slow down to 2.5% in 2022
and 1% in 2023 compared to more than 7% in 2021. The population's
purchasing power and consumer spending will likely be affected,
although, more positively, demand for the company's products may be
supported by people eating out less and trading down. The rating
agency also positively notes some widening of the company's
consumer base during the pandemic, which, coupled with continued
product innovation, should help it to sustain revenue growth.

Premier Foods' CFR is further supported by its solid market
positions in the UK food market with a portfolio of
well-established brands that underpin relatively high margins.
However, less positively the company's credit quality also reflects
its high geographical and customer concentration and its relatively
small size compared to large international food producers. The
company is also exposed to volatility in raw material prices which
may create pressure on margins.

ESG CONSIDERATIONS

Moody's considers the company's financial policies and governance
practices as relatively conservative, which is a clear credit
positive. The company intends to reduce its net leverage (excluding
the pension deficit) to 1.5x compared with 1.7x already achieved as
of March 2022. Premier Foods has declared a dividend for fiscal
2022 of around GBP10 million. The new pension agreement is expected
to give the company more room for distributions over time although
still require matching dividends with pension contributions and in
light of this and the deleveraging target Moody's does not
anticipate any material increase in dividend payments in the next
1-2 years.

The company is listed on the London Stock Exchange and subject to
the UK Corporate Governance Code. The company's Board comprises
nine members, including six non-executive directors. Nissin Foods,
which is the largest shareholder own close to 23% of the shares,
have one nominated non-executive director. Moody's also positively
notes Premier Foods' ongoing focus and importance of ESG issues to
the business.

LIQUIDITY

Premier Foods' liquidity profile is good. As of March 2022, the
company had access to GBP54 million cash and fully undrawn GBP175
million revolving credit facility (RCF) which is typically used to
cover seasonal working capital fluctuations. Moody's also expects
the company to generate approximately GBP40 million of free cash
after pension per annum. Furthermore, the rating agency expects
Premier Foods to maintain high headroom under the maintenance
covenants in the RCF agreement over the next 12-18 months, which
include net debt/EBITDA and EBITDA/interest coverage ratios which
are tested biannually.

STRUCTURAL CONSIDERATIONS

Premier Foods' capital structure pro-forma for the transaction
includes the new GBP330 million backed senior secured notes due
2026 and the GBP175 million RCF due in May 2025.

Applying Moody's loss given default (LGD) model (assuming a
standard 50% recovery rate typical of debt structures including
both bonds and bank debt), the backed senior secured notes are
rated Ba3 i.e. at the same level as the CFR because all the debt,
including the pension deficit, ranks pari passu.

The RCF, backed senior secured notes and pension deficit are
secured by floating charges over the assets of operating subsidiary
guarantors which must hold a minimum of 80% of the consolidated
gross tangible assets, consolidated EBITDA and turnover of the
group.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that Premier Foods
will maintain leverage sustainably below 5x and generate positive
free cash flow after pensions over the next 12-18 months. It does
not incorporate a change in financial policy or material
debt-funded acquisitions.

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

An upgrade will require the company to achieve a sustained revenue
growth leading to greater scale and diversification. It will also
require debt/EBITDA to stay below 4x (or below 2x, excluding the
pension deficit) on a sustained basis and the company's EBITA
margin sustained above 16%, while generating positive free cash
flow (after pension contributions) to debt above 10% and keeping a
solid liquidity profile.

The rating could be downgraded if the company's (1) gross
debt/EBITDA increases above 5x on a sustained basis (or 3x
excluding the pension deficit), (2) EBITA margin falls materially
below 14%, or (3) liquidity profile deteriorates for instance as a
result of negative free cash flow (after pension contributions).
Moody's assessment of the leverage also takes into consideration
the volatility in the adjustment for the company's significant
pension deficit.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.

PROFILE

Headquartered in St Albans, UK and quoted on the London Stock
Exchange, Premier Foods plc is a branded ambient foods producer to
the UK retail market. For the fiscal year ended March 2022, Premier
Foods reported revenues of GBP901 million [1]. The company's market
capitalisation is approximately GBP1 billion as of the date of this
publication.


RUSHMERE: Says Debenhams, Topshop Closure Prompted Administration
-----------------------------------------------------------------
John Campbell at BBC News reports that the administrators of
Rushmere shopping centre in Craigavon have said the business had
been hit by the closure of Debenhams and Topshop.

According to the administrator's report the pandemic also had a
"significant impact" on the centre's financial performance and
value, BBC notes.

The centre was put into administration by Bank of Ireland in April,
BBC recounts.

The Moyallen group of companies associated with Rushmere owed the
bank about GBP188 million, BBC discloses.

In 2019, the company which holds Rushmere reported a loss of GBP32
million after writing down the value of the centre by GBP37
million, BBC relays.

Rushmere is continuing to trade and is expected to be sold as a
going concern in the coming months, BBC states.

David Warnock and Stephen Tennant of Grant Thornton are the joint
administrators, BBC discloses.

The administrators' report relay that in recent years, the centre
had been hit by the loss of key retailers such as Debenhams,
according to BBC.

This led to "a large reduction in rental income" as well as the
costs associated with vacant units, BBC states.

It said the pandemic also meant there was reduced customer footfall
and reduction in rents for tenants during periods of closure, BBC
relates.

The report added that the company had been liaising with Bank of
Ireland but following a review of "all assets and considering the
position" the bank moved to administration.


RUTHERFORD HEALTH: Set to Appoint Official Receiver
---------------------------------------------------
Business Sale reports that private oncology provider Rutherford
Health has announced that it will apply this week to appoint the
official receiver (an Insolvency Service officer), with the group
poised to enter liquidation. Established in 2015, the group has
built a sophisticated network of oncology centres in the Thames
Valley, Liverpool, South Wales and Northumberland.

The company has also recently opened a first-of-its-kind community
diagnostics centre in Somerset.  The Rutherford Group comprises
several subsidiary firms, including Rutherford Diagnostics,
Rutherford Cancer Centres, Rutherford Innovations and Rutherford
Estates.

According to Business Sale, the group's investor said that its
highly developed network "led to a high and unsustainable cash
burn".  This does, however, raise the prospect that individual
centres, likely to be sold as going concerns during the liquidation
process, could remain viable, Business Sale states.

Initial reports have indicated that the group's sites are unlikely
to be acquired by a single buyer, but negotiations are said to be
underway for centres in Newport and Reading, Business Sale notes.

The group's centres offer a wide range of advanced cancer
treatments, with its South Wales centre being the first in the UK
to provide high energy proton beam therapy.  Other services offered
at its centres include chemotherapy, immunotherapy, radiotherapy
and diagnostic imaging, along with supportive care.

The decision to put the group into liquidation has been attributed
to several factors, including the heavy investment that has been
made in building its network and a drop in patient volumes during
COVID-19, Business Sale discloses.  In an effort to increase
patient flow, the group offered the NHS a not-for-profit national
contract on top of its existing local contracts, but this was not
taken up by the health service, according to Business Sale.

Rutherford investor Schroder UK Public Private Trust said that the
group's expansion strategy in its initial development phase was
flawed and "laid the ground for an ultimately unsustainable funding
need", Business Sale says.  More than GBP240 million was invested
in the development of Rutherford's four oncology centres, along
with capital expenditure on the site requirements and equipment
needed to offer proton energy beam therapy, Business Sale relays.

Rutherford's group accounts for the year ending February 28 2021
show a total comprehensive loss of GBP32.5 million on revenue of
GBP7.2 million, Business Sale discloses.  At the time, the group's
total assets were valued at GBP172.9 million, with total equity of
GBP144.7 million, Business Sale notes.




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

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace
-------------------------------------------------------------
Author: Warren E. Agin
Publisher: Bowne Publishing Co.
List price: $225.00
Review by Gail Owens Hoelscher

Red Hat Inc. finds itself with a high of 151 5/8 and low of 20 over
the last 12 months! Microstrategy Inc. has roller-coasted from a
high of 333 to a low of 7 over the same period! Just when the IPO
boom is imploding and high-technology companies are running out of
cash, Warren Agin comes out with a guide to the legal issues of the
cyberage.

The word "cyberspace" did not appear in the Merriam-Webster
Dictionary until 1986, defined as "the on-line world of computer
networks." The word "Internet" showed up that year as well, as "an
electronic communications network that connects computer networks
and organizational computer facilities around the world."
Cyberspace has been leading a kaleidoscopic parade ever since, with
the legal profession striding smartly in rhythm. There is no
definition for the word "cyberassets" in the current
Merriam-Webster. Fortunately, Bankruptcy and Secured Lending in
Cyberspace tells us what cyberassets are and lays out in meticulous
detail how to address them, not only for troubled technology
companies, but for all companies with websites and domain names.
Cyberassets are primarily websites and domain names, but also
include technology contracts and licenses. There are four types of
assets embodied in a website: content, hardware, the Internet
connection, and software. The website's content is its fundamental
asset and may include databases, text, pictures, and video and
sound clips. The value of a website depends largely on the traffic
it generates.

A domain name provides the mechanism to reach the information
provided by a company on its website, or find the products or
services the company is selling over the Internet. Examples are
Amazon.com, bankrupt.com, and "swiggartagin.com." Determining the
value of a domain name is comparable to valuing trademark rights.
Domain names can come at a high price! Compaq Computer Corp. paid
Alta Vista Technology Inc. more than $3 million for "Altavista.com"
when it developed its AltaVista search engine.

The subject matter covered in this book falls into three groups:
the Internet's effect on the practice of bankruptcy law; the ways
substantive bankruptcy law handles the impact of cyberspace on
basic concepts and procedures; and issues related to cyberassets as
secured lending collateral.

The book includes point-by-point treatment of the effect of
cyberassets on venue and jurisdiction in bankruptcy proceedings;
electronic filing and access to official records and pleadings in
bankruptcy cases; using the Internet for communications and
noticing in bankruptcy cases; administration of bankruptcy estates
with cyberassets; selling bankruptcy estate assets over the
Internet; trading in bankruptcy claims over the Internet; and
technology contracts and licenses under the bankruptcy codes. The
chapters on secured lending detail technology escrow agreements for
cyberassets; obtaining and perfecting security interests for
cyberassets; enforcing rights against collateral for cyberassets;
and bankruptcy concerns for the secured lender with regard to
cyberassets.

The book concludes with chapters on Y2K and bankruptcy; revisions
in the Uniform Commercial Code in the electronic age; and a
compendium of bankruptcy and secured lending resources on the
Internet. The appendix consists of a comprehensive set of forms for
cyberspace-related bankruptcy issues and cyberasset lending
transactions. The forms include bankruptcy orders authorizing a
domain name sale; forms for electronic filing of documents;
bankruptcy motions related to domain names; and security agreements
for Web sites.

Bankruptcy and Secured Lending in Cyberspace is a well-written,
succinct, and comprehensive reference for lending against
cyberassets and treating cyberassets in bankruptcy cases.



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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                * * * End of Transmission * * *