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

                          E U R O P E

          Thursday, July 7, 2022, Vol. 23, No. 129

                           Headlines



B U L G A R I A

FIRST INVESTMENT: Fitch Alters Outlook on 'B' IDR to Stable


F R A N C E

ARROW CMBS 2018: Fitch Upgrades Rating on Class F Notes to 'BB'
EDF: France to Fully Nationalize Business Amid Energy Crisis
FCT GIAC II: Moody's Affirms Caa2 Rating on Mezzanine A Bonds


I R E L A N D

JUBILEE CLO 2017-XVIII: Moody's Affirms B2 Rating on Class F Notes
TAURUS 2019-4: Moody's Cuts Rating on EUR14MM Class E Notes to Ba3


I T A L Y

INTERNATIONAL DESIGN: Fitch Affirms 'B' IDR, Outlook Stable


L U X E M B O U R G

SUNSHINE LUXEMBOURG VII: Fitch Alters Outlook on 'B' IDR to Stable


P O R T U G A L

ENERGIAS DE PORTUGAL: Moody's Affirms Ba2 Debt Rating, Outlook Pos.


U N I T E D   K I N G D O M

BLEIKER'S SMOKEHOUSE: Seriously Fish Acquires Business
BOOMF: James Middleton Says Probe Part of Administration Process
CANTERBURY FINANCE 4: Fitch Affirms 'BB+' Rating on 2 Tranches
DERBY COUNTY FOOTBALL: Clowes Takeover Deal Completed
PHONES 4U: Ronan Dunne Denies Conspiring to Destroy Business

ZELLIS HOLDINGS: S&P Upgrades ICR to 'B-' on Strong Performance

                           - - - - -


===============
B U L G A R I A
===============

FIRST INVESTMENT: Fitch Alters Outlook on 'B' IDR to Stable
-----------------------------------------------------------
Fitch Ratings has revised First Investment Bank A.D.'s (FIBank) at
Outlook to Stable from Negative, while affirming its Long -Term
Issuer Default Rating (IDR) 'B'. At the same time Fitch has
affirmed the bank's Viability Rating (VR) at 'b'.

The revision of FIBank's Outlook reflects Fitch's view that the
pressures on the bank's ratings from the effects of the pandemic
have largely abated while its recovering profitability supports
internal capital generation, and some progress in resolving the
bank's stock of problem assets improve rating headroom. All this
helps the bank to withstand short term risks stemming from the war
in Ukraine and broader macroeconomic shocks tied to rising
inflation and energy trade disruptions.

Fitch has withdrawn FIBank's Support Rating and Support Rating
Floor as they are no longer relevant to the agency's coverage
following the publication of its updated Bank Rating Criteria on 12
November 2021. In line with the updated criteria, Fitch has
assigned FIBank a Government Support Rating (GSR) of 'no support'
(ns).

KEY RATING DRIVERS

Asset Quality Constrains Ratings: FIBank's high stock of impaired
loans and non-loan problem assets weigh on the bank's profitability
and encumber its capital due to their only modest provisioning
coverage. This restricts the bank in competing with domestic peers
in a consolidating Bulgarian banking sector. The Stable Outlook
reflects Fitch's view that the current rating has sufficient
headroom to absorb short-term shocks to the operating environment.

Economic Prospects Under Pressure: Fitch believes that continuing
economic recovery supported by EU funds and the prospect of
accession to the eurozone are positive drivers for Bulgarian banks'
operating environment in the medium- to long-term. However
near-term challenges arising from the economic effects of the war
in Ukraine and accelerating inflation will weigh on Bulgarian
banks' asset quality and earnings in the near term. Fitch currently
expects Bulgaria's real GDP growth to slow in 2022 to 3%, and
moderately recover to 3.8% in 2023.

Slow Improvement in Asset Quality: FIBank's asset quality gradually
improved in 2021-1Q22 as the bank resolved some of its legacy
problem assets. By end-1Q22 the bank's impaired loans ratio
amounted to 19%, down from a peak of 24% in 2019, but provision
coverage remains weak. The bank's impaired loans as well as
repossessed assets comprising also its investment property book
remain concentrated.

Fitch expects slow progress in resolution of its legacy problem
loans given complexity of these assets and the bank's moderate
profitability buffers to absorb additional provisioning. Moreover,
macroeconomic challenges may prolong this process further.

Stable but Moderate Capitalisation: The bank's capitalisation
balances its solid regulatory capital ratios against sizable
capital encumbrance by unprovisioned impaired loans. At end-1Q22
the bank's common equity 1 (CET1) ratio stood at 16.1%, but
unprovisioned impaired loans accounted for a high 70% of CET1
capital.

Fitch expects the bank's capital metrics to continue to moderate
given the bank's growth plans and the need to absorb the final
phase-in of IFRS 9 introduction effect amounting still to about
0.9pp of its CET1 ratio (in January 2023) and effects of
interest-rate rises on its other comprehensive income.

Improving but Subdued Earnings: FIBank's gradually improving
revenue generation and reasonable cost efficiency underpin its
profitability. The bank's loan impairment charges remain broadly
stable but meaningfully higher than Bulgarian banking-sector
averages and Fitch expects them to remain high as the bank
continues to resolve legacy problem assets.

Legacy Problem Loans Constrain Growth: FIBank's business profile is
weighed down by its problem loans, limiting bank's ability to grow.
The bank was the fifth-largest in Bulgaria with total assets
accounting for 8.2% of the sector at end-1Q22.

Reasonable Funding and Liquidity: FIBank's funding profile is
solid, underpinned by a granular customer deposit base and
reasonable liquidity. The bank has been decreasing the cost of
deposit funding, while maintaining reasonable stability. This is
underpinned by the improving perception of the bank among retail
clients and its modern service offering.

The bank remains self-funded, as evident in its stable and moderate
gross loans at 70% of customer deposits at end-1Q22. The liquidity
position is reasonable and regulatory liquidity ratios remain
comfortably above regulatory minimum requirements.

RATING SENSITIVITIES

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

-- Weakening of FIBank's asset quality due to a rise in bad debts

    not adequately provided for and without clear and credible
    prospects for swift recovery. In particular an impaired loans
    ratio above 30% would result in a downgrade;

-- Deterioration of the bank's capital position due to asset-
    quality pressures or weaker profitability. In particular, if
    the bank's CET1 ratio falls sustainably below 15% or if the
    bank's impaired loans not provisioned for exceeds its CET1
    capital.

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

-- An upgrade would be contingent on significant progress in
    resolving the bank's problem assets, while maintaining
    reasonable profitability and capitalisation. In particular,
    this would require a credible resolution of problem loans with

    the impaired loans ratio falling sustainably below 15%,
    increasing coverage of impaired loans closer to sector
    averages and progress in addressing the bank's stock of non-
    loan problem assets

SUPPORT KEY RATING DRIVERS

FIBank's GSR of 'ns' expresses Fitch's opinion that although
potential sovereign support for the bank is possible, it cannot be
relied upon. This is underpinned by the EU's Bank Recovery and
Resolution Directive, transposed into Bulgarian legislation, which
requires senior creditors to participate in losses, if necessary,
instead of or ahead of a bank receiving sovereign support.

SUPPORT RATING SENSITIVTIES

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

-- The GSR is the lowest possible rating and therefore cannot be
downgraded.

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

-- An upgrade of the GSR would most likely result from the
government's improved propensity to provide support, which is
unlikely given the resolution legislation in place in Bulgaria.

VR ADJUSTMENTS

The 'b' capitalisation & leverage score is below the 'bb' implied
score due to the following adjustment reason(s): reserve coverage
and asset valuation (negative), risk profile and business model
(negative).

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

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 FIBank, either due to their nature or the way in which
they are being managed by the bank.

   DEBT                 RATING                            PRIOR
   ----                 ------                            -----
First Investment     LT IDR               B     Affirmed    B
Bank AD

                     ST IDR               B     Affirmed    B

                     Viability            b     Affirmed    b

                     Support              WD    Withdrawn   5

                     Support Floor        WD    Withdrawn    NF

                     Government Support   ns    New Rating




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

ARROW CMBS 2018: Fitch Upgrades Rating on Class F Notes to 'BB'
---------------------------------------------------------------
Fitch Ratings has upgraded Arrow CMBS 2018 DAC's class A2 to F
notes and affirmed the class A1 notes, as detailed below.

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

Arrow CMBS 2018 DAC

A1 XS1906449019   LT   AAAsf    Affirmed   AAAsf

A2 XS1906449282   LT   AAAsf    Upgrade    AA+sf

B XS1906450025    LT   AAsf     Upgrade    AA-sf

C XS1906450454    LT   A+sf     Upgrade    A-sf

D XS1906450611    LT   BBB+sf   Upgrade    BBB-sf

E XS1906450884    LT   BBB-sf   Upgrade    BB-sf

F XS1906450967    LT   BBsf     Upgrade    B-sf

TRANSACTION SUMMARY

The transaction is a securitisation of 95% of an originally
EUR308.2 million commercial real estate loan, originated by
Deutsche Bank and Societe Generale and backed by a
Blackstone-sponsored portfolio of 89 logistics/light industrial and
mixed-use assets located across France, Germany and The
Netherlands.

The loan is interest-only and pays a floating rate. The loan has
amortised by EUR60 million owing to the disposal of 17 properties
since closing in November 2018 (seven since the last rating action)
on an average release premium of around 20%, which has resulted in
meaningful headline loan deleveraging.

KEY RATING DRIVERS

Granular Portfolio, Functional Assets: The portfolio consists of 73
industrial buildings, including both "big box" and smaller urban
logistics assets, as well as some light industrial units. The
geographic spread is across France (for 41 sites), Germany (26) and
The Netherlands (6). Tenant concentration is moderate, with, most
assets being multi-let. Portfolio income is generated by over 250
tenants across various sectors, based on 87% occupancy.

The portfolio comprises mostly functional, secondary property
generally fit for purpose. At closing some assets required
modernisation or re-specification, but few fall into Fitch's weaker
quality scores deemed at higher risk of extensive structural
vacancy (assets with Fitch property scores 5-7 account for 2.5% of
market rent).

Deleveraging: Drives Upgrade The transaction has amortised by EUR30
million in principal during 3Q21-2Q22 with property sale proceeds
and with an effective 20% release premium, reducing loan leverage
and driving the upgrades (in spite of pro-rata allocation).
Alongside an increase in collateral market value of 5.5.%, the
disposals have reduced the transaction's loan-to-value (LTV) to
55.5% from 69.7% (all since closing). This is mirrored in debt
yields rising to 12.6% from 11%.

Pressure from Rising Costs: Industrial rents have, on average, been
rising in recent years but may abate given the risk from cost
inflation on primary SME tenants. Inflation is on the rise
globally, with food and energy prices hitting records, which
threatens to dampen household spending (including online). Our
upgrades maintain headroom for some decline in collateral value.

Mezzanine Loan: Additional leverage consists of an originally
EUR78.1 million structurally and contractually subordinated
mezzanine loan. Should the senior loan default, upon certain
events, including commencement of enforcement, the mezzanine lender
has 15 business days to elect to buy the senior loan at par plus
accrued interest. The price excludes any costs incurred for
enforcement and may not include default penalty interest. This,
together with the negative signal to potential collateral bidders
should it not be exercised and the option's durability through
enforcement action, constrains the class F notes' rating.

Key Assumptions (all by market value)

Total estimated rental value (ERV): EUR31.6 million

Depreciation: 3.4%

'Bsf' weighted average (WA) cap rate: 7.5%

'Bsf' WA structural vacancy: 18%

'Bsf' WA rental value decline: 5.4%

'BBsf' WA cap rate: 8.1%

'BBsf' WA structural vacancy: 20.1%

'BBsf' WA rental value decline: 8.1%

'BBBsf' WA cap rate: 8.8%

'BBBsf' WA structural vacancy: 22.5%

'BBBsf' WA rental value decline: 10.8%

'Asf' WA cap rate: 9.5%

'Asf' WA structural vacancy: 24.8%

'Asf' WA rental value decline: 13.6%

'AAsf' WA cap rate: 10.3%

'AAsf' WA structural vacancy: 27.4%

'AAsf' rental value decline: 16.9%

'AAAsf' WA cap rate: 11.1%

'AAAsf' WA structural vacancy: 30.4%

'AAAsf' rental value decline: 20.1%

RATING SENSITIVITIES

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

A reversal of investment sentiment for industrial assets without an
equity injection could result in loan default and consequently
negative rating action.

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

Improved portfolio performance caused by further deleveraging,
increase in rents and declines in vacancy.

The change in model output that would apply with 0.8x cap rates is
as follows:

'AAAsf' / 'AAAsf' / 'AAAsf' / 'AAAsf'/ 'AA+sf' / 'A+sf' / 'Asf'

The change in model output that would apply with 1.25x structural
vacancy is as follows:

'AAAsf' / 'AAAsf' / 'AA-sf' / 'Asf'/ 'BBB-sf' / 'BB+sf' / 'Bsf'

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.

Prior to the transaction's closing, Fitch sought to receive a
third-party assessment conducted on the asset portfolio
information, but none was available for this transaction.

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.


EDF: France to Fully Nationalize Business Amid Energy Crisis
------------------------------------------------------------
Michel Rose and Tassilo Hummel at Reuters report that France will
fully nationalise EDF, Prime Minister Elisabeth Borne said on July
6, in a move that would give the government more control over a
restructuring of the debt-laden group while contending with a
European energy crisis.

According to Reuters, EDF, in which the state already owns 84%, is
one of Europe's biggest utilities and sits at the heart of France's
nuclear strategy, which the government is banking on to blunt the
impact of soaring energy prices exacerbated by the prospect of an
abrupt halt to Russian gas supplies.

But instead of being an ace in the government's hands, however, it
has become a major headache owing to years of delays on new nuclear
plants in France and Britain, with budget overruns in the billions
of euros, Reuters states.

At current market prices, buying out the stake the government does
not already own would cost around EUR5 billion (US$5.09 billion),
Reuters notes.

EDF has faced a litany of problems this year. Half of its ageing
reactors in France are currently offline, partly due to corrosion
problems, forcing it to cut nuclear output repeatedly at a time
when Europe is scrambling to find alternatives to Russian gas
supplies, Reuters relates.

The utility has also been hurt by government moves forcing it to
sell power to rivals at a discount as part of efforts to shield
French consumers from a sharp increase in the cost of living,
Reuters discloses.

That is a big strain on EDF's finances because the group sells
forward its estimated nuclear output before the end of the budget
year and has to buy back sold electricity in a volatile market with
prices at historic highs, according to Reuters.

The company says output losses will reduce its core profit this
year by EUR18.5 billion and the discounted power sales will cost it
a further EUR10.2 billion, Reuters states.  Its debt is projected
to rise by 40% this year to more than EUR61 billion, Reuters notes.
Meanwhile, planned new-generation nuclear reactors require
investments of more than EUR50 billion, according to Reuters.


FCT GIAC II: Moody's Affirms Caa2 Rating on Mezzanine A Bonds
-------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
debt issued by FCT GIAC Obligations Long Terme II ("FCT GIAC OLT
II"):

EUR75M (current outstanding amount EUR6.7M) Senior Bonds P1,
Upgraded to Aa3 (sf); previously on Sep 28, 2020 Downgraded to A2
(sf)

EUR15M (current outstanding amount EUR5.4M) Senior Bonds P2,
Upgraded to Baa2 (sf); previously on Sep 28, 2020 Downgraded to Ba1
(sf)

Moody's has also affirmed the rating on the following debt:

EUR28.5M (current outstanding amount EUR10.3M) Mezzanine A Bonds,
Affirmed Caa2 (sf); previously on Sep 28, 2020 Downgraded to Caa2
(sf)

FCT GIAC OLT II is a collateralised loan obligation ("CLO")
transaction backed by a portfolio of bonds issued by small and
medium-sized enterprises ("SMEs") and mid-cap corporates domiciled
in France. FCT GIAC OLT II was issued in May 2015 and the portfolio
is now in its amortization phase.

RATINGS RATIONALE

The rating upgrades on the Senior Bonds P1 and P2 are primarily a
result of the significant deleveraging of the most senior class of
debt following amortisation of the underlying portfolio since the
last rating action in September 2020.

The performing portfolio has amortised to EUR29.05m from EUR49.8m
since the last rating action, while the defaulted amount is
unchanged at EUR5.6m. Given the breach of the pro-rata payment
trigger in July 2020, the classes of debt have been amortising
sequentially since the last rating action. Hence, the Senior Bonds
P1 have been paid down by approximately EUR20.3 million (75%) since
the last rating action in September 2020 and EUR28.8 million
(81.1%) since July 2017, when the bonds reached their highest
outstanding principal amount after the end of the ramp-up period.
As a result of the deleveraging, over-collateralisation (OC) has
increased across the capital structure, but most prominently for
the Senior Bonds P1 as the most senior class of debt.

The rating upgrades and affirmation also incorporate Moody's
correction of an error in the modelling of the fees for the
transaction at the time of the last rating action in September
2020. At that time, the fees potentially not paid by defaulted
borrowers in the portfolio were modelled at a too low level. The
correction of the fee modelling had a negative impact on all of the
rated debt, resulting in the current uplift on the ratings of the
Senior classes from the deleveraging to be smaller than it would
otherwise have been to balance out the negative impact from the
correction of the fee modelling. The rating of the Mezzanine A
Bonds is unchanged.

In FCT GIAC OLT II, the obligors of the underlying bonds are not
rated by Moody's. Their credit quality is assessed using the
Ellipro score produced by Ellisphere. A mapping was used to convert
the Ellipro Scores into Moody's rating factors. In line with
Moody's approach for outdated mappings, this mapping has been
subjected to an additional default probability stress. In addition,
when the remaining number of mapped assets has reduced over the
transaction life, Moody's may subject the mapped assets to a
default probability stress given that the mapping becomes less
statistically robust the smaller the number of assets in the
transaction portfolio.

Accordingly, in its base case, Moody's has stressed (i) the large
concentrations of single obligors and (ii) the obligors deemed more
vulnerable to sudden adverse difficulties according to the size of
their revenues.

Interest and principal payments on the Mezzanine A Bonds are
guaranteed by Bpifrance Financement (rated Aa2/P-1). Moody's has
not factored into its analysis any potential benefit of this
guarantee for the Mezzanine A Bond holders.

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
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 analyses.

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 debts' exposure to
relevant counterparties, such as the account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published in June 2022. Moody's concluded the
ratings of the debt is not constrained by these risks.

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

The rated debts' performance is subject to uncertainty. The debts'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change.

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. Particularly, amortisation could accelerate as a
consequence of high loan prepayment levels or be delayed by an
increase in loan restructurings. Fast amortisation would usually
benefit the ratings of the debt beginning with the debt having the
highest prepayment priority.

Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels.  Further, the timing of recoveries
can also result in additional uncertainty. Recoveries higher than
Moody's expectations would have a positive impact on the debt'
ratings.

Lack of portfolio granularity: The performance of the portfolio
depends to a large extent on the credit conditions of a few large
obligors with low non-investment-grade ratings, especially when
they default.




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I R E L A N D
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JUBILEE CLO 2017-XVIII: Moody's Affirms B2 Rating on Class F Notes
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Jubilee CLO 2017-XVIII DAC:

EUR50,000,000 Class B Senior Secured Floating Rate Notes due 2030,
Upgraded to Aaa (sf); previously on Jul 2, 2021 Upgraded to Aa1
(sf)

EUR22,000,000 Class C Deferrable Mezzanine Floating Rate Notes due
2030, Upgraded to Aa3 (sf); previously on Jul 2, 2021 Upgraded to
A1 (sf)

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

EUR240,000,000 (Current outstanding amount EUR186,622,574) Class A
Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on Jul 2, 2021 Affirmed Aaa (sf)

EUR21,500,000 Class D Deferrable Mezzanine Floating Rate Notes due
2030, Affirmed Baa1 (sf); previously on Jul 2, 2021 Upgraded to
Baa1 (sf)

EUR24,500,000 Class E Deferrable Junior Floating Rate Notes due
2030, Affirmed Ba2 (sf); previously on Jul 2, 2021 Affirmed Ba2
(sf)

EUR12,000,000 Class F Deferrable Junior Floating Rate Notes due
2030, Affirmed B2 (sf); previously on Jul 2, 2021 Affirmed B2 (sf)

Jubilee CLO 2017-XVIII DAC, issued in July 2017, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Alcentra Limited. The transaction's reinvestment period
ended in July 2021.

RATINGS RATIONALE

The rating upgrades on the Class B and C Notes are primarily a
result of the deleveraging of the Class A Notes following
amortisation of the underlying portfolio since the last rating
action in July 2021.

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

The Class A Notes have paid down by approximately EUR53.4 million
(22.2%) since the last rating action in July 2021. As a result of
the deleveraging, over-collateralisation (OC) has increased across
the capital structure. According to the trustee report dated June
2022 [1] the Class A/B, Class C, Class D and Class E OC ratios are
reported at 145.07%, 132.73%, 122.54% and 112.69% compared to June
2021 [2] levels of 136.11%, 126.51%, 118.36% and 110.26%,
respectively.

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: EUR342.98m

Defaulted Securities: EUR0.98m

Diversity Score: 49

Weighted Average Rating Factor (WARF): 2965

Weighted Average Life (WAL): 3.8 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.54%

Weighted Average Coupon (WAC): 4.11%

Weighted Average Recovery Rate (WARR): 44.72%

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 account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published in June 2022. 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:

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change.

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.

Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.


TAURUS 2019-4: Moody's Cuts Rating on EUR14MM Class E Notes to Ba3
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three and
affirmed the ratings of two classes of Notes issued by Taurus
2019-4 FIN DAC.

EUR102.03M (Current outstanding balance EUR89.3M) Class A Notes,
Affirmed Aaa (sf); previously on Dec 17, 2019 Definitive Rating
Assigned Aaa (sf)

EUR26.01M (Current outstanding balance EUR22.8M) Class B Notes,
Affirmed Aa3 (sf); previously on Dec 17, 2019 Definitive Rating
Assigned Aa3 (sf)

EUR26.01M (Current outstanding balance EUR22.8M) Class C Notes,
Downgraded to Baa1 (sf); previously on Dec 17, 2019 Definitive
Rating Assigned A3 (sf)

EUR26.01M (Current outstanding balance EUR22.8M) Class D Notes,
Downgraded to Ba1 (sf); previously on Dec 17, 2019 Definitive
Rating Assigned Baa3 (sf)

EUR14M (Current outstanding balance EUR12.2M) Class E Notes,
Downgraded to Ba3 (sf); previously on Dec 17, 2019 Definitive
Rating Assigned Ba1 (sf)

RATINGS RATIONALE

The rating action reflects the re-assessment of the expected loss
of the underlying loan. The ratings on the classes C, D and E Notes
were downgraded because of an increase in expected loss due to a
higher default risk of the loan and a lower Moody's property value
due to lower expected net cash flows generated by the largest
property securing the loan. The ratings on the classes A and B
Notes were affirmed because these tranches have sufficient
subordination to absorb the higher expected loss of the loan.

DEAL PERFORMANCE

Taurus 2019-4 FIN DAC is a true sale transaction backed by a single
loan originally secured by three properties located in Finland: the
Ratina Shopping Centre and Ratina Office in Tampere and the
Tikkurila property located in the Helsinki Metropolitan Area.
Following the disposal of the Tikkurila property in December 2021,
as of the February 2022 IPD, the transaction balance has decreased
to EUR178.7 million from EUR204.4 million at closing. The
underlying loan is currently secured by the two remaining
properties, Ratina Shopping Centre and Ratina Office, representing
82% and 18% of the current reported market value (MV),
respectively.

Despite an increase in Ratina Shopping Centre's gross rental income
and improvement in vacancy levels over the past year, the net
rental income has decreased. Between May 2021 and May 2022, the
annual rent increased to EUR15.0 million from EUR14.2 million and
the vacancy level decreased to 9.7% from 12.5%, but the net rental
income decreased to EUR12.0 million from EUR12.8 million. The net
rental income of the Ratina Office property was stable.

Moody's expects the net cash flow from the Rating Shopping Centre
to remain below its previous assumptions given the deteriorating
macro-economic environment with lower consumer confidence due to
higher inflation and lower GDP growth. The resulting lower sales
especially in the discretionary retail stores will lead to lower
achievable rental levels. Moody's has decreased the property value
used in its analysis to EUR192.3 million. Based on the resulting
higher LTV ratio at loan maturity, Moody's has increased the
refinancing default risk for the loan compared with its previous
assessment.

Moody's LTV is 76.4% and Moody's total property value is at
EUR233.9 million compared to EUR252.4 million at closing (excluding
Tikkurila property).

The principal methodology used in these ratings was "Moody's
Approach to Rating EMEA CMBS Transactions" published in May 2021.

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

Main factors or circumstances that could lead to an upgrade of the
rating are generally: (i) an increase in the property values
backing the underlying loan; (ii) a decrease in default risk
assessment.

Main factors or circumstances that could lead to a downgrade of the
ratings are: (i) a decline in the property values backing the
underlying loan; or (ii) an increase in default risk assessment.




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

INTERNATIONAL DESIGN: Fitch Affirms 'B' IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Italy-based lighting and furniture
producer and reseller International Design Group S.p.A.'s (IDG)
Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook.
Fitch has also affirmed the company's senior secured debt rating at
'B' with a recovery rating of RR4.

The affirmation follows IDG' successful integration of YDesign
Group, LLC (YDesign) and a 2021 performance broadly in line with
our previous forecasts. Fitch expects the company to limit the
reduction of its profitability amid input costs increases and
slowdown in demand over the next 18 to 24 months, exploiting the
strength of its brands and the variety of its distribution. Fitch
considers the announced acquisition of Designers Company A/S to fit
the product portfolio and to be financially sustainable.

Overall, Fitch forecasts IDG's leverage within our sensitivities
for a 'B' rating through the cycle, despite a backdrop of reducing
margins and top-line slowdown.

KEY RATING DRIVERS

High Leverage, but Within Sensitivities: Fitch expects IDG's
leverage to be within the sensitivities for a 'B' rating by
end-2022. FFO gross leverage spiked to 7.9x in 2021 (2020: 6.7x),
due to a partial contribution to profits from YDesign, acquired in
2H21. Leverage will reduce in 2022, the first full year of trading
of the group combined with YDesign. Fitch forecasts FFO gross
leverage at 6.6x for 2022, affected by the acquisition of Designers
Company in 2Q22, which required a revolving credit facility (RCF)
drawdown. Leverage will increase to 6.7x in 2023, driven by slowing
growth and declining margins.

Acquisition of Designers Company: IDG acquired Designers Company, a
Danish high-end furniture and design products manufacturer, in
2Q22. Designers Company controls brands that include Menu and By
Lassen. Fitch believes that Designers Company fits IDG's product
portfolio. It enhances the offering of Nordic-style designs, adding
furniture as well as Louis Poulsen lightning. Details on the
purchase price remain undisclosed. Fitch assumes an enterprise
value of around EUR150 million and an implied EBITDA multiple of
about 12x. IDG funded the acquisition with cash on balance sheet
and through a drawdown under the revolving credit facility of EUR35
million.

Diversification Supports Revenues: IDG's sales platform is more
diversified today than at the time of the Leveraged Buyout (LBO) in
2018. YDesign's acquisition enhanced the online channel and the
presence in North America. Designer Company and the launch of Fendi
Casa add two new brands to the collection. Revenue grew in 1Q22.
Fitch expects revenues for the next 24 months to be mainly led by
price increases, and forecast declining volumes from 2023. Fitch
expects APAC and America to lead, and Europe to lag behind. Fitch
also forecasts the contracting channel to partially recover after
the pandemic. Overall, Fitch assumes an organic revenue CAGR of
about 2% for 2021-2024.

Rising Input Costs: Fitch expects inflation to affect IDG's
profitability. In particular, Fitch expects rising costs for the
key raw materials involved, including textiles, leather, glass and
chips. Fitch understands that, for IDG, the highest impact will
come from glass and electronics, which are set to increase,
respectively, by about 10% and up to 20% over 2022. On average
Fitch forecasts an input cost increase of over 10%. Peaks in
transportation expenses, currently volatile, may worsen the
increase in costs. IDG's cost structure remains variable for about
55%, and this mitigates margin declines.

Decrease in EBITDA Margins: Fitch does not expect IDG to fully
pass-through the increases in input costs. The company is
increasing prices by up to 8% across the catalogue. Fitch also
assumes a margin-enhancing effect to come from an improved sales
mix, in lighting in particular. However, Fitch believes that the
price increases and changes in mix won't fully offset the raising
cost base. Therefore, our Fitch EBITDA remains stable in 2022 and
will decline in 2023. On average it will be at 21% for 2022-2024.

Positive FCF Generation: IDG's FCF generation remains positive,
although with a lower margin than the previous three years. The
combined effect of declining EBITDA profitability, moderate
increases in capex and negative cash from working capital drive our
change in expectations. In particular, Fitch expects a significant
increase in inventories. Volatility in input costs and shortage of
components led the company to operate with a higher level of stocks
to secure revenues. Fitch forecasts FCF margin on average at 2.4%
for 2022-2023, down from an average of 7% in 2020-2021, set to
improve by 2024.

Financial Policy Set to Evolve: Fitch still assesses IDG's
financial policy as aggressive, particularly after the debt-funded
acquisition of YDesign, followed by the acquisition of Designers
Company. Fitch believes that an expansion of the brand's portfolio
is supported by shareholders' appetite to enhance the value of the
business at exit. However, Fitch believes that an IPO of IDG over
the next 12 to 18 months is a possibility, subject to market
conditions. Should this happen, Fitch expects the group to use part
of the IPO proceeds to prepay debt.

DERIVATION SUMMARY

IDG's ratings are based on its premium brand portfolio in high-end
lighting and furniture, its average diversification between
products and channels, and its high leverage. The catalogue of the
company is biased towards residential customers, while the
distribution is mainly wholesale, although with a relevant
e-commerce presence and a more volatile contracting business.

IDG's luxury peers are Capri Holdings Limited (BBB-/Stable), the
owner of Versace, Jimmy Choo, and Michael Kors (USA), Inc.
(BBB-/Stable), and Tapestry Inc. (not rated), the owner of Coach,
Kate Spade and Stuart Weitzman. IDG is fairly comparable to
investment-grade Pernod Ricard S.A. (BBB+/Stable). Compared with
IDG, Fitch expects a higher fashion risk for Capri and Tapestry as
well as higher exposure to retail distribution. However,
comparability is limited due to IDG being smaller, and material
differences in the capital structure.

Within Fitch's LBO portfolio of branded consumer goods, there are
similarities with the shoe producers BK LC Lux Finco 1 S.a.r.l.
(Birkenstock; B+/Stable) and Golden Goose S.p.A. (B/Stable). There
is higher fashion and retail risks for Golden Goose, balanced by
its materially higher margins compared to IDG. Birkenstock has a
marginally higher scale and stronger brand recognition compared to
IDG. Its strongest margins and faster deleveraging path justify the
notch difference.

Afflelou S.A.S. (B/Stable) and beauty retailer Douglas GmbH
(B-/Stable) also have strong brand recognition and customer
loyalty, but with wider exposure to retail distribution. Affelou's
retail model is mitigated by the company's healthcare component and
partial public and insurance reimbursement for distributed goods.
Douglas's 'B-' rating is influenced by a more aggressive capital
structure.

KEY ASSUMPTIONS

-- Total revenue growth of about 13% and 4% in 2022 and 2023,
    respectively;

-- Organic revenue CAGR at around 2% for 2021-2024;

-- EBITDA margins to gradually reduce by 100bp-200bp in the next
    two years, reflecting the inflationary pressure on input
    costs;

-- Working capital-related cash outflows of EUR30 million and
    EUR20 million in 2022 and 2023, reflecting the increase of
    inventories;

-- Capex expenditure on average at 4.5% of sales for the next
    four years;

-- No further bolt-on acquisitions are factored in.

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that IDG would be considered a
going-concern (GC) in bankruptcy, and that it would be reorganised
rather than liquidated, given its immaterial asset base and the
inherent value within its distinctive portfolio of brands.
Additional value lies in the retail network and the wholesale and
contracting client portfolio. Fitch has assumed a 10%
administrative claim.

Fitch assesses GC EBITDA at around EUR95 million. Fitch's distress
scenario assumes slower revenue growth due to weak expansion under
certain distribution channels, as contracting and a reduction in
pricing lead to lower margins.

Fitch increases Fitch's GC EBITDA by about EUR5 million from last
year, to reflect the change in the corporate scope following the
acquisition of Designers Company and the updated capital structure
after the assumed leverage increase.

At the GC EBITDA, Fitch estimates IDG would still be able to
generate low single-digit FCF margins but its implied total
leverage would put the capital structure under pressure, making
refinancing extremely difficult without debt cuts or increasing the
cost of debt beyond the available FCF headroom.

Fitch uses a 6.0x multiple, towards the high end of our distressed
multiples for high-yield and leveraged-finance credits. Fitch's
choice of multiple is justified by the premium valuations in the
sector involving strong design and luxury brands.

The security package is centred on shares in the key operating
subsidiaries owned by IDG and hence pledged against the holding
company's debt obligations. No security has been taken over the
intellectual property assets, whose access by creditors is,
however, protected by negative pledges and limitation of lien
clauses. The guarantor's coverage test is set at 80%.

The RCF is assumed to be fully drawn upon default. The RCF ranks
super senior, ahead of the senior secured notes. Fitch's waterfall
analysis generates a ranked recovery for the senior secured
noteholders in the 'RR4' category, leading to a 'B' instrument
rating. This results in a waterfall-generated recovery computation
output percentage of 47%.

RATING SENSITIVITIES

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

-- Total debt/EBITDA below 5.0x or FFO gross leverage below 6.0x
    on a sustained basis, including as a result to a change in the

    target leverage;

-- EBITDA/interest paid higher than 3.0x, or FFO interest
    coverage higher than 2.5x on a sustained basis;

-- FCF margin at 5% or higher as a result of successful pass-
    through of input costs increases and strong retention of
    pricing power.

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

-- Total debt/EBITDA higher than 6.0x or FFO gross leverage
    higher than 7.0x through-the-cycle, as a consequence of debt-
    funded acquisitions or higher drawdowns under the RCF;

-- EBITDA/interest paid lower than 2.3x or FFO interest coverage
    lower than 1.8x;

-- FCF margin lower than 2%.

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

Fitch assesses IDG's liquidity as satisfactory. Following the
acquisition of Designers Company, Fitch models a partial exhaustion
of the 2021 liquidity buffer. Fitch forecasts EUR48 million cash on
balance sheet for 2022, following EUR35 million of RCF drawdown.

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
   ----               ------              --------   -----
International       
Design Group S.p.A.  LT IDR   B   Affirmed            B

   senior secured    LT       B   Affirmed    RR4     B




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

SUNSHINE LUXEMBOURG VII: Fitch Alters Outlook on 'B' IDR to Stable
------------------------------------------------------------------
Fitch Ratings has revised Sunshine Luxembourg VII S.a.r.l's
(Galderma) Outlook to Stable from Negative while affirming the
beauty and pharma company's Long-Term Issuer Default Rating (IDR)
at 'B', and senior secured rating at 'B+' with a Recovery Rating of
'RR3'.

The Outlook revision reflects receding execution risks following
demonstrated strong resilience of sales and profits, as well as
effective management of higher input costs. Fitch expects this to
support deleveraging towards levels that are more consistent with
the rating. Galderma's funds from operations (FFO) leverage
declined to 8.2x at end-2021, lower than our previous forecast,
from 10.7x at end-2020, and Fitch believes its consistent profit
growth from 2022 and cash flow generation from 2023 will enable its
reduction to below 7.5x by 2023.

The strong performance and prospects of Galderma's aesthetics and
consumer operations, albeit at risk from tightening consumer
spending in 2023, mitigates its more volatile prescriptions
business, which is vulnerable to patent protection and to R&D
risks. Also, Fitch expects the divestment of its subscription-based
Pro-activ business, alongside resources being released by the
upcoming completion of cost rationalisation, to help further reduce
the risk of profit volatility.

KEY RATING DRIVERS

Improved Visibility on Deleveraging: Fitch's rating case to 2025
assumes gradual deleveraging on growing FFO, which more than
doubled in 2021 as revenue rose 26%. In spite of an increase in
debt following the acquisition of Alastin Skincare in December
2021, FFO gross leverage declined to 8.2x at end-2021. Fitch
expectd FFO gross leverage to continue its declining trend to below
7.5x in 2023 and likely below that to 2025, on revenue growth, cost
savings, and potentially, returns from R&D and in-licensing
spending. This supports Fitch's Stable Outlook.

Continued Strong Growth in Aesthetics: Demand resilience has
allowed Galderma to maintain steady EBITDA growth for its
aesthetics unit in 2021 and 1Q22. Sales in aesthetics grew 47% in
FY21 as lockdowns eased and its target consumer group returned to
in-person social occasions, accelerating demand for treatments. Our
base case assumes sales growth of 25% for 2022, and to slow sharply
in FY23 to around 4% on tightening consumer spending. Fitch
believes that savings accumulation and the premiumisation strategy
adopted by the company will support further price increases to
combat inflationary pressures.

Moderate Execution Risks: Galderma's consumer products unit (32% of
EBITDA) continued to see healthy growth in sales and profits. We
expect the launch of Twyneo and Epsolay to mitigate revenue loss in
its prescriptions business (15% of EBITDA) as a result of loss of
patent for certain products in 2022. Fitch factored in higher R&D
costs for developing the Nemo drug, which Galderma expects to
launch in 2024, but Fitch did not include in our rating case the
potential cash flow generation from the new drug. Fitch also views
positively that the divestment of the subscription-based Pro-activ
business in 1Q22 will enable Galderma to focus on the business
segments with better growth prospects and profitability.

Advancing Innovation and Sustainable Pipeline: New product launches
and geographic expansion, which is at the core of Galderma's
current strategy, was an integral part of its strong sales growth
in the past 12 months and will be key to a balanced performance in
the coming years. Fitch believes that innovation progress in
2021-2022 of Alluzience, the first liquid ready-to-use
neuromodulator for frown lines, as well as Sculptra, the original
poly-L-lactic acid, will help to sustain growth momentum in
injectable aesthetics. Galderma accelerated growth in China, India,
and Brazil in 2021 and 1Q22 despite local lockdowns, on Cetaphil
and injectable aesthetics being well received in these markets.
Costs related to R&D and marketing rise notably since 2021 but
should normalise in the second half of 2022.

Satisfactory Profitability: Fitch expects slightly lower EBITDA
margin of 19% for 2022 as a result of rising raw material and
freight costs. However, Fitch believes that inflationary pressures
would be mitigated by Galderma's pricing power within its
diversified product portfolio, while its multi-supplier strategy
will reduce risks from supply-chain disruptions. Fitch anticipates
the EBITDA margin to normalise after 2023, which will continue to
be supported by the strong profitability of the aesthetics and
consumer segments. The resources being released from the completion
of the carve-out process would also help Galderma absorb higher R&D
costs for accelerated product innovation and stronger investment in
marketing.

Improving Cash Flow: Fitch projects that free cash flow (FCF) will
be negative by approximately USD101 million in 2022, due to
working-capital absorption for supply-chain disruptions and rising
input costs leading to higher inventories, in combination with
higher receivables as products in prescription lose their
exclusivity. Despite stronger capex in conjunction with increasing
new product launches and milestone payments for the development of
Nemo, Fitch expects FCF to turn positive in 2023-2024 after working
capital normalises.

While Fitch does not rule out cash outlays for small acquisitions,
Fitch expects Galderma after 2023 to generate increasing annual FCF
of around USD50 million growing to around USD250 million by 2025,
supported by strong growth and healthy EBITDA margin.

DERIVATION SUMMARY

Fitch rates Galderma under its Global Rating Navigator Framework
for Consumer Companies. Under this framework, Fitch recognises that
its operations are driven by marketing investments, a
well-established and diversified distribution network and the
moderate importance of R&D-led innovation capability. Its
prescription business benefits from a consolidated business profile
with diversification by product and geography, and good exposure to
mature markets, which however carry execution risks.

Compared with global consumer peers, such as Johnson & Johnson and
Unilever NV/PLC (A/Stable) and Allergan plc, Galderma's business
risk profile is weighed down by its smaller scale and weaker
diversification. High financial leverage is the key constraint on
Galderma's rating, compared with international global peers across
both consumer and pharma sectors.

Relative to personal care peers Natura & Co Holding S.A.
(BB/Positive) and Avon Products, Inc. (BB/Positive), which Fitch
rates on the basis of the consolidated profile of their parent
Natura & Co, Galderma has lower scale and significantly higher
leverage.

Fitch also compares Galderma with packaged food company Sigma
HoldCo (B/Negative), which has comparable EBITDA. However, Fitch
does not expect Sigma to deleverage to levels that are consistent
with the 'B' rating category, due to its inability to pass on cost
inflation - as opposed to Galderma's strong pricing power. This
results in the Negative Outlook of Sigma.

Galderma's rating is similar to that of Oriflame Investment Holding
Plc (B/Negative), whose smaller scale and lower exposure to
foreign-exchange movements and emerging markets are offset by
healthy FCF generation. Its Negative Outlook reflects Fitch's
expectation of leverage remaining high for the rating due to
suspended operations in Russia and the impact of inflation, while
Fitch expects Galderma to deleverage to around 7.0x by 2023.

Relative to Pharmanovia Bidco Limited (B+/Stable), Galderma is
rated one notch lower, as its larger size is offset by
Pharmanovia's superior margins and significantly lower leverage.


KEY ASSUMPTIONS

-- Sales growth of 11.2% in 2022 as strong growth in the
    aesthetics and dermo-cosmetics segment is partially offset by
    the loss of exclusivity of two drugs in the therapeutic
    dermatology segment. Fitch assumes growth to slow in 2023 to
    around 4% on an eroding consumer-spending environment. This is

    followed by 9.3% sales growth to 2025 on strong aesthetics and

    dermo-cosmetics growth and recovery of therapeutic dermatology

    sales through new product launches;

-- Fitch-defined EBITDA margin to decline to 19% in 2022 from
    19.5% in 2021 on somewhat higher transportation and marketing
    costs while the impact of higher raw material prices is offset

    by higher selling prices. Margin to gradually increase to
    20.3% by 2025 on business growth, the advancement of the
    carve-out process and stable R&D expenses;

-- Core capex at 3% of sales and USD240 million of cumulative in-
    licensing between 2022 and 2025;

-- Working-capital outflow of USD130 million in 2022 on higher
    raw material prices, increased safety stocks to prevent
    disruptions and the loss of exclusivity of two prominent
    prescription drugs;

-- USD40 million of bolt-on M&A annually from 2023;

-- No dividend payments.

Key Recovery Assumptions

-- The recovery analysis assumes that Galderma would be
    restructured as a going concern (GC) rather than liquidated in

    a default.

In our bespoke recovery analysis, Fitch estimates GC EBITDA
available to creditors of around USD520 million, which is higher
than our previous estimate of USD500 million to account for the
acquisition of Alastin. The GC EBITDA is based on a stressed
scenario reflecting operational issues in connection to the
company's prescription business (loss of patent protection; delays
in new launches or higher investments to develop the pipeline of
new products) or slower growth and weaker margin expansion than
currently envisaged in the aesthetics and consumer divisions in an
inflationary environment. The GC EBITDA reflects Fitch's view of a
sustainable, post-reorganisation EBITDA upon which we base the
valuation of the company.

Fitch applies a distressed enterprise value (EV)/EBITDA multiple of
6.0x to calculate a GC EV, reflecting Galderma's large scale and
business diversity. This is below Stada's 7.0x for its high-margin
business.

Galderma's USD500 million senior secured revolving credit facility
(RCF) is assumed to be fully drawn upon default and ranks
pari-passu with the company's senior secured term loans (US dollar
and euro term loans B for USD3,098 million and USD524.4 million
equivalent, respectively). Therefore, after deducting 10% for
administrative claims, our waterfall analysis output percentage of
68% generates a ranked recovery for the senior secured loans in the
'RR3' band, leading to a 'B+' instrument rating, one notch above
the IDR.

Fitch assumes that the factoring facility would remain in place in
case of default.

RATING SENSITIVITIES

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

A positive rating action is not envisaged over the next three years
given significant financial risks post-carve out constraining the
IDR at 'B'. However, over time positive rating action could be
considered based on:

-- Demonstrated overall health of the business, including
    building up a good buffer against difficult times, as well as
    a financial policy commitment to maintain sustainable
    leverage;

-- FCF margin rising towards 5%;

-- Gross leverage consistently below 7x EBITDA and FFO;

-- FFO interest coverage above 2.5x.

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

-- Gross leverage above 8.0x EBITDA and FFO;

-- FFO interest coverage weakening below 1.5x for two consecutive

    years;

-- FCF margin sustainably below 2% beyond 2022.

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: As of March 2022, Galderma had sufficient
liquidity with USD328.8 million cash on balance sheet and USD40
million availability under its USD500 million RCF. The company has
since decreased drawings under its RCF to USD305 million by June
from USD410 million at end- 2021 and expects to further decrease it
to USD200 million by end-2022.

Fitch expects negative FCF driven by a one-time higher
working-capital outflow due to the loss of exclusivity of two
prominent prescription drugs, higher raw material prices and
increased safety stocks to prevent disruptions. Following the
normalisation of working capital from 2023 Fitch expects FCF
generation to be positive with FCF margin between 0.7% and 5.8% to
2025.

Galderma benefits from a long-term debt maturity profile with no
meaningful debt redemptions before 2025.

ISSUER PROFILE

Galderma, formerly Nestle Skin Health, provides medical, aesthetic
and consumer skin care products globally.

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
   ----                ------                   --------     -----
Sunshine              LT IDR   B     Affirmed                B
Luxembourg VII SARL

   senior secured     LT       B+    Affirmed      RR3       B+




===============
P O R T U G A L
===============

ENERGIAS DE PORTUGAL: Moody's Affirms Ba2 Debt Rating, Outlook Pos.
-------------------------------------------------------------------
Moody's Investors Service has affirmed the Baa3 long-term issuer
and senior unsecured ratings, the (P)Baa3 senior unsecured MTN
program rating, the Ba2 junior subordinate debt ratings and the
Prime-3 commercial paper rating of EDP - Energias de Portugal, S.A.
("EDP"). Concurrently, Moody's has affirmed the Baa3 senior
unsecured ratings, the (P)Baa3 senior unsecured MTN program rating
and the Prime-3 commercial paper rating of its finance subsidiary
EDP Finance B.V. The outlook remains positive.

RATINGS RATIONALE

The rating action reflects the progress made by EDP in executing
its strategic plan as well as the stability of the company's
financial profile against the backdrop of an evolving operating
environment.

EDP's ratio of funds from operations (FFO) to net debt was around
17% in 2021 (in line with the prior year's level), reflecting solid
operating performance, notably in the wind and solar and the
electricity networks businesses (47% and 36%, respectively, of 2021
EBITDA). The company added 2.6 gigawatts ("GW") of new renewable
capacity in 2021; and has agreed EUR2.8 billion of asset rotation
proceeds to finance part of its significant EUR24 billion capital
spending over 2021-25. EDP has further secured a total of 6 GW of
new renewable capacity to be commissioned over 2022-23, although
the company faces delays to capacity additions due to supply issues
and regulatory uncertainty in the US.

Given these short-term challenges and because of the severe drought
experienced so far this year in the Iberian hydro power business
(albeit partly mitigated by increased thermal power generation),
Moody's expects that EDP will exhibit broadly stable credit metrics
in 2022. Nevertheless, the positive outlook reflects Moody's
expectation that the company's credit metrics could strengthen in
the medium term as it continues to execute its strategy and hedges
in the merchant power generation business in Iberia roll off, thus
potentially allowing it to benefit from higher achieved wholesale
power prices. Moody's notes, however, that the current high
inflation environment raises risks of adverse regulatory or
political intervention to support consumers' affordability, notably
in Spain (Baa1 stable) where EDP generated 19% of its EBITDA in
2021.

The rating action further reflects that EDP's ratings continue to
be supported by (1) the company's diversified business and
geographical mix, with Portugal (Baa2 stable) accounting for less
than one third of group EBITDA in 2021; (2) the stable earnings
stemming from contracted generation and regulated networks, which
account for over 75% of group EBITDA; (3) the low carbon intensity
of its power generation fleet and the strategy to exit coal-fired
power generation by 2025, which positions it well in the context of
the energy transition; and (4) the group's track record of rotating
assets to alleviate financing needs.

These factors are balanced against (1) the earnings volatility
stemming from variations in hydro output in Iberia and, to a lesser
extent, wind resource globally; (2) the exposure to volatile power
prices of EDP's merchant generation and supply activities; (3) the
execution risks associated with the group's investment programme;
(4) EDP's relatively high dividend payout, which constrains
financial flexibility; and (5) the minority holdings in the group,
which add to complexity.

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

The ratings could be upgraded if EDP's progress on the delivery of
its strategy were to result in a sustained strengthening of its
financial profile, with FFO/net debt in the high teens and retained
cash flow (RCF) to net debt trending towards the low teens (both in
percentage terms). Conversely, the outlook could be stabilised if
credit metrics appear likely to remain persistently below the
guidance for the higher rating.

Given the positive outlook, downward pressure on the ratings is
unlikely. Nevertheless, the ratings could be downgraded if EDP's
credit metrics fell below the guidance for the Baa3 rating, which
includes FFO/net debt in the mid-teens and RCF/net debt in the low
double digits (both in percentage terms).

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: EDP - Energias de Portugal, S.A.

LT Issuer Rating, Affirmed Baa3

Junior Subordinated Regular Bond/Debenture, Affirmed Ba2

Commercial Paper, Affirmed P-3

BACKED Senior Unsecured Medium-Term Note Program, Affirmed
(P)Baa3

Senior Unsecured Regular Bond/Debenture, Affirmed Baa3

Issuer: EDP Finance B.V.

BACKED Commercial Paper, Affirmed P-3

BACKED Senior Unsecured Medium-Term Note Program, Affirmed
(P)Baa3

BACKED Senior Unsecured Regular Bond/Debenture, Affirmed Baa3

Outlook Actions:

Issuer: EDP - Energias de Portugal, S.A.

Outlook, Remains Positive

Issuer: EDP Finance B.V.

Outlook, Remains Positive

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017 and
available at.

COMPANY PROFILE

EDP - Energias de Portugal, S.A., headquartered in Lisbon,
Portugal, is a vertically integrated utility company. It generated
EUR3.72 billion of EBITDA in 2021.




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

BLEIKER'S SMOKEHOUSE: Seriously Fish Acquires Business
------------------------------------------------------
Grace Duncan at The Grocer reports that collapsed smoked fish
business Bleiker's Smokehouse has been brought out of
administration by US seafood supplier, Seriously Fish USA.

The North Yorkshire-based company has appointed seafood industry
veteran David Smith to manage the business, along with a new
management team, The Grocer relates.

The company is currently carrying out maintenance so production can
restart in a few weeks' time, The Grocer discloses.

According to The Grocer, the new management team has brought back
key employees, previously made redundant through the
administration, with Bleiker's new owners planning on returning the
company to its original staffing levels by early 2023.

The business, previously a supplier of fish products to major UK
supermarkets and had 86 members of staff, was placed into
administration by its owners on April 29 and is currently under
investigation by the FSA due to food fraud concerns, The Grocer
recounts.

One of the administrators, Martyn Pullin, said at the time that
"the loss of a significant contract left the business in a
difficult financial position", which resulted in the company
ceasing trading and redundancies being made, The Grocer notes.

At the time of administration, Gavan Wafer, head of investigation
at the FSA's National Food Crime Unit, said the investigation had
been launched because of "a number of alleged issues including
concerns about country of origin claims on some of their smoked
salmon products", The Grocer states.


BOOMF: James Middleton Says Probe Part of Administration Process
----------------------------------------------------------------
Messenger-Inquirer reports that James Middleton has insisted that
an investigation into a GBP52,000 payment made before his Boomf
company went bust is "just a usual part of the administration
process".

The Duchess of Cambridge's brother's novelty marshmallow company
went into administration with trading losses of almost GBP2 million
last year and legal firm Withers have been brought in to
investigate a payment made to American Express UK three weeks
before the company shut down, Messenger-Inquirer relates.

According to Messenger-Inquirer, the payment was made by Boomf's
chief financial officer who said she paid the money "solely to
protect her personal credit position, as she was named on the
card".

One of the administrators Peter Kubik of UHY Hacker Young, told the
Daily Mail newspaper's Eden Confidential column that this is not
unusual and "certain payments are allowed" in order to "preserve
the value of the business", Messenger-Inquirer notes.

However, he said that this particular payment did not fall into
this category, explaining: "She [the finance officer] shouldn't
have done it.  The creditor should not have received that money and
we're asking for it back."

Boomf was sold by the administrators for GBP300,000,
Messenger-Inquirer discloses.


CANTERBURY FINANCE 4: Fitch Affirms 'BB+' Rating on 2 Tranches
--------------------------------------------------------------
Fitch Ratings has upgraded Canterbury Finance No 3 PLC's (CF3)
class B, D and E notes and Canterbury Finance No 4 PLC's (CF4)
class B, C, D and E notes, while affirming the rest. Fitch has
removed the class B to F notes in both transactions as well as the
class X notes of CF4 from Under Criteria Observation (UCO). A full
list of rating actions is below.

   DEBT             RATING                 PRIOR
   ----             ------                 -----
Canterbury Finance No. 4 PLC

A1 XS2347610995   LT   AAAsf    Affirmed   AAAsf

A2 XS2347611704   LT   AAAsf    Affirmed   AAAsf

B XS2347611969    LT   AAAsf    Upgrade    AAsf

C XS2347612009    LT   A+sf     Upgrade    Asf

D XS2347613155    LT   A+sf     Upgrade    BBB+sf

E XS2347615010    LT   BBB+sf   Upgrade    BBB-sf

F XS2347615101    LT   BB+sf    Affirmed   BB+sf

X XS2347615283    LT   BB+sf    Affirmed   BB+sf

Canterbury Finance No.3 PLC

A1 XS2198900875   LT   AAAsf    Affirmed   AAAsf

A2 XS2198900958   LT   AAAsf    Affirmed   AAAsf

B XS2198901170    LT   AAAsf    Upgrade    AA+sf

C XS2198901253    LT   A+sf     Affirmed   A+sf

D XS2198901337    LT   A+sf     Upgrade    A-sf

E XS2198901501    LT   Asf      Upgrade    BBB-sf

F XS2198901840    LT   BB+sf    Affirmed   BB+sf

TRANSACTION SUMMARY

CF3 and CF4 are static securitisations of buy-to-let (BTL)
mortgages originated after 2017 by OneSavings Bank PLC (OSB),
trading under its Kent Reliance brand, in England and Wales. The
loans are serviced by OSB via its UK-based staff and offshore
team.

KEY RATING DRIVERS

Updated UK RMBS Criteria: Fitch updated its UK RMBS Rating Criteria
on 23 May 2022, including its sustainable house price assumptions
for each of the 12 UK regions, house price indexation and gross
disposable household income. The changes increased the regional
multiples for all regions other than North East and Northern
Ireland. The sustainable house price is now higher in all regions
except Northern Ireland. This has a positive impact on recovery
rates (RR) and, consequently, Fitch's expected loss in UK RMBS
transactions. The updated criteria contributed to the rating
actions.

Asset Performance within Expectations: The pool consists of UK BTL
mortgage loans advanced to borrowers with no adverse credit
history. The pools are performing in line with expectations, with
total arrears rate about 2.9% and 1.4%, respectively, for CF3 and
CF4, up from 1.3% and 0.8% a year ago. This is due to an increase
in the number of borrowers in early-stage arrears while the
collateral balance has amortised by nearly GBP200 million in the
past year.

Late-stage arrears, respectively at 0.5% and 0.1% of the collateral
balance for CF3 and CF4, have performed in line with Fitch's BTL
index. No repossessions have been reported to date for either
transaction.

Increasing Credit Support: Credit enhancement (CE) for the class A
notes has increased, respectively, to 30.8% and 19.5% for CF3 and
CF4, from 19.5% and 17.8%, as a result of sequential note pay-down.
Additionally, the general reserve fund amortising at 1.5% of the
collateralised notes balance, provides liquidity and credit support
to the class A1 to F notes in both transactions.

Liquidity Access Constrains Junior Notes: Only the class A and B
notes in each transaction are able to access the liquidity reserve.
Fitch tests all 'AAsf' category rated notes and above for their
ability to withstand a payment interruption event. In these
transactions, the liquidity provisions are insufficient for the
class C notes and junior notes in each transaction to achieve a
rating above 'A+sf'. In the 'Asf' category and below payment
interruption risk is mitigated by the legal regime protecting funds
in the servicers' account, deferability of interest when the
relevant class note is not most senior and the frequency of
transfers to the transaction account bank.

Strong Excess Spread: The portfolio can generate substantial excess
spread as the assets earn significantly higher yields than the
notes' interest and transaction senior costs. Prior to the step-up
date the excess spread class X notes receive principal via
available excess spread in the revenue priority of payments. On and
after the step-up date the available excess spread is diverted to
the principal waterfall and can be used to amortise the
collateral-backed notes.

The class X notes of CF3 have been fully paid down as at the May
interest payment date (1.5 years after closing), while for CF4
about 48% of its class X notes remain. Fitch caps excess spread
notes' ratings at 'BB+sf' due to their vulnerability to volatile
prepayment rates.

RATING SENSITIVITIES

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

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

In addition, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain notes' ratings
susceptible to negative rating action depending on the extent of
the decline in recoveries. Fitch conducts sensitivity analyses by
stressing both a transaction's base-case foreclosure frequency (FF)
and RR assumptions. For example, a 15% weighted average (WA) FF
increase and 15% WARR decrease would result in a downgrade of the
mezzanine notes of no more than one notch.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE and, potentially,
upgrades. Fitch tested an additional rating sensitivity scenario by
applying a decrease in the WAFF of 15% and an increase in the WARR
of 15%, implying upgrades of no more than one notch.

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
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.

Prior to the transactions' closing, 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.

Prior to the transactions' closing, 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
portfolios.

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.


DERBY COUNTY FOOTBALL: Clowes Takeover Deal Completed
-----------------------------------------------------
Consultancy.uk reports that League One football club Derby County
has been rescued from administration, as a takeover deal has
finally been completed.

Administrators from Quantuma had been looking for a buyer since
September 2021, Consultancy.uk notes.

The purchase is completed for an undisclosed fee, and also sees
Derby brought under the same ownership structure as Pride Park,
Consultancy.uk discloses.  The business had already bought the
Pride Park stadium -- which had not been part of the administration
-- from former owner Mel Morris in June, while also providing a
loan to tide the club over, Consultancy.uk relays.

The sale became subject of a financial fair play investigation --
and the threat of a points deduction that would have seen the club
relegated, had it been applied in 2020, Consultancy.uk states.
Then, a year later, the club fell into administration, with Mr.
Morris unable to offload the club after claiming the coronavirus
pandemic cost the Rams about GBP20 million in lost revenue,
Consultancy.uk discloses.  The investigation was said to be among
the sticking points that saw negotiations fell through, before the
subject came back to bite County once more, Consultancy.uk notes.

As is standard for a club entering insolvency proceedings, the
English Football League (EFL) imposed a hefty 12-point-deduction on
the struggling club, Consultancy.uk recounts.  Then, midway through
the season, with the team somehow having dragged itself back into
contention in a relegation scrap, an additional nine-point
reduction took Derby's point tally back to -3, as the English
Football League finally moved to punish the club for Mr. Morris'
dealings, Consultancy.uk discloses.

The club's almost certain relegation -- and the fact Pride Park was
still not among the club's assets – made finding a buyer very
difficult for administrators from Quantuma, Consultancy.uk states.
The professionals were forced to reschedule multiple deadlines for
the club's sale -- but with less than one month before the Rams
commence their League One campaign, a deal has finally been
completed, Consultancy.uk relays.

According to Consultancy.uk, joint administrator, Andrew Hosking
said, "The level of complexity involved in bringing this matter to
a conclusion has been unparalleled and we are grateful to all
stakeholders and their advisers, for their hard work which has
enabled us to overcome a magnitude of challenges, and allow the
rescue of this historic club."

Mr. Hosking had been working alongside Carl Jackson and Andrew
Andronikou to find a buyer for Derby, and he added that he hoped
the move would mark "the end of the uncertainty experienced by
supporters and the wider community."  Now, with a deal that
complies with the EFL Insolvency Policy and provides "the best
return for creditors", he asserted the team could move into the new
season with "a clean slate," under local ownership of Clowes
Developments, Consultancy.uk relates.

According to Consultancy.uk, Mr. Jackson added, "We are very
pleased to have achieved the sale, in a deal which secures the
long-term future of the club, and one which represents the very
best outcome for creditors. I would like to express my sincere
thanks to the club's staff players and the fans for their loyalty,
and patience, as they supported the club through the
administration."

The joint administrators were advised by the Law Firm Pinsent
Masons with a team, led by partner, Steve Cottee, Consultancy.uk
notes.  Meanwhile, Mr. Clowes was advised by a team led by Simon
Taylor at Gateley Legal, Consultancy.uk discloses.

Mr. Clowes was understood to have been part of a three-horse race
to buy Derby last month -- but with the other parties taking
different stances on the stadium, it seems that the move helped
clinch the move, Consultancy.uk relays.  One of the other bidders,
Mike Ashley, meanwhile is understood to have brought legal
proceedings against the administrators, claiming they made false
representations during takeover discussions, Consultancy.uk
discloses.

                About Derby County Football Club

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

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


PHONES 4U: Ronan Dunne Denies Conspiring to Destroy Business
------------------------------------------------------------
Gareth Corfield at The Telegraph reports that the chairman of Six
Nations Rugby has denied conspiring to destroy Phones 4U when he
ran the mobile operator O2, despite discussing business
opportunities with his rival at EE.

Ronan Dunne testified to the High Court on July 6 that he attended
a secret lunch with Olaf Swantee in 2012 but said he did not
discuss pricing strategies for the two networks' upcoming 4G
services, the Telegraph relates.

According to the Telegraph, Phones 4U's administrators are suing
EE, Vodafone, O2, Telefonica, Germany's Deutsche Telekom and
France's Orange over the 2018 collapse of the high street
retailer.

The administrators allege that Britain's mobile network operators
broke competition laws by colluding to destroy Phones 4U, the
Telegraph discloses.  Legal filings seen by the Telegraph revealed
that the operators did this because they felt selling direct to
consumers, without the high street middleman, would improve their
profit margins.

Mr. Dunne was chief executive of O2 Telefonica between 2008 and
2016, spanning the period when Phones 4U collapsed into
administration in 2014, the Telegraph recounts.

Under cross-examination from Kenneth MacLean QC, Mr. Dunne admitted
discussing EE's launch of 4G mobile phone services with Mr.
Swantee, the Telegraph relays.


ZELLIS HOLDINGS: S&P Upgrades ICR to 'B-' on Strong Performance
---------------------------------------------------------------
S&P Global Ratings raising its rating on Zellis Holdings Ltd.
(Zellis)  to 'B-' from 'CCC+'.

The stable outlook indicates that revenue growth of 6%-7% along
with an increase in adjusted EBITDA margin to about 23% will enable
Zellis to generate solid free cash flow to sufficiently cover all
its fixed charges and maintain adequate liquidity.

Recent product investments translated into solid growth in fiscal
2022 and good prospects for the medium term.

Zellis delivered about 7% organic revenue growth in fiscal 2022,
exceeding our previous base case, thanks to the development of its
cloud native HCM software and Moorepay NextGen, as well as the
expansion of its benefits and recognition platform, Benefex, to
suit customers outside the U.K. While Benefex remained its
fastest-growing segment, 2022 has marked a key revenue transition
for Zellis' core HCM products, thanks to its investment in the new
cloud platform. S&P said, "This resulted in about 4% revenue growth
for the core Zellis division, and we expect similar growth patterns
in fiscal 2023 as more customers migrate to the new cloud platform.
The investments also resulted in a significant new sales pipeline
for fiscal 2023. We now forecast a further 6%-7% organic revenue
growth for Zellis in fiscal 2023. Most of our forecast revenue for
fiscal 2023 is already contracted and is further supported by
inflation-linked price escalators."

S&P said, "A significant decline in exceptional costs as well as
operating leverage should further support Zellis' EBITDA margin and
deleveraging. We expect exceptional costs to continue to decline as
Zellis completes its business transformation projects and
integration of Capita's employee benefits business and its
investments in the cloud native HCM product. We are therefore
assuming provisions for exceptional costs will fall to less than
GBP3 million (from about GBP6.5 million in fiscal 2022) while the
cash outflows will amount to GBP3 million-GBP4 million. In
addition, we expect the continued organic growth and use of
automation to further expand Zellis' EBITDA margin. We are
therefore expecting the S&P Global Ratings-adjusted EBITDA margin
to increase to about 23% in fiscal 2023, up from an estimated
margin of 19%-20% in fiscal 2022. The improved EBITDA should help
Zellis to reduce its adjusted debt to EBITDA to less than 9x in
fiscal 2023 from an estimate of about 10.5x in fiscal 2022. We
arrive at our adjusted EBITDA figure after expensing capitalized
development costs of about GBP16 million-GBP17 million in fiscal
2023.

"We expect cash flow to cover all of Zellis' fixed charges,
including optional payment-in-kind (PIK) interest, despite an
increase in interest rates.In our view, the significant improvement
in EBITDA and maintenance of minimal capital expenditure (capex) of
less than GBP2 million will flow through to Zellis' free cash
flows, only partially mitigated by a GBP4 million-GBP5 million
expected increase in interest payments stemming from rising
interest rates. We expect Zellis to generate free cash flow after
leases and pension deficit payments of more than GBP10 million in
fiscal 2023. This supports our view of the capital structure
becoming sustainable over the long term, because it enables Zellis
to pay in cash the partial PIK component in its term loans, which
has been in place for three years following the amendment to its
first-lien term loans in fourth-quarter 2020.

"Zellis' business risk benefits from a solid position and high
recurring revenue, but is limited by scale and niche focus.Zellis
has a leading position in human resources (HR) and payroll services
in the U.K. In addition, we see its payroll software solutions as
critical to customers' operations, which results in very low
customer attrition. Furthermore, Zellis' relatively high proportion
of recurring revenue (87% as of fiscal 2022) provides good
visibility on future earnings. That said, Zellis' business risk is
constrained by its small scale compared with that of rated peers;
and its limited geographic diversity, since it operates mainly in
the U.K. and Ireland. Zellis' business risk profile is further
constrained by its narrow specialization in HR and payroll
products, a market that is very competitive and fragmented with
only modest entry barriers, in our view. In addition, we see
software such as that related to talent and benefits management as
non-mission critical, meaning it carries a higher switching risk
compared with the payroll engine.

"The stable outlook reflects our expectation that revenue growth of
6%-7%, along with an increase in adjusted EBITDA margin to about
23%, will enable Zellis to generate solid free cash flow to
sufficiently cover all its fixed charges and maintain adequate
liquidity.

"We could lower the rating if Zellis' cash flow significantly
deteriorated, leading to reduced liquidity headroom and an
unsustainable capital structure. This could happen if the operating
performance deteriorated amid intensified competition and
macroeconomic headwinds in the U.K., leading to a portion of Zellis
customers going bankrupt.

"We do not see rating upside over the next 12 months due to Zellis'
very high leverage. We could raise the rating in the future if
adjusted debt to EBITDA decreased below 7x and free operating cash
flow (FOCF) to debt increased to 5%."

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 Zellis. Our
assessment of the company's financial risk profile as highly
leveraged reflects corporate decision-making that prioritizes the
interests of the controlling owners, which is the case for most
rated entities owned by private-equity sponsors. Our assessment
also reflects their generally finite holding periods and a focus on
maximizing shareholder returns. The company has taken positive
steps to promote best-practice governance practices, including the
appointment of a nonexecutive director to the Zellis TopCo board."



                           *********


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.

This material is copyrighted and any commercial use, resale or
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