/raid1/www/Hosts/bankrupt/TCREUR_Public/220824.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Wednesday, August 24, 2022, Vol. 23, No. 163

                           Headlines



G R E E C E

INTRALOT SA: Fitch Hikes LongTerm IDR to 'CCC+'


I R E L A N D

CLONMORE PARK: Fitch Assigns B-sf Rating to Class F Debt
ENERGIA GROUP: Fitch Affirms BB- LongTerm IDR, Outlook Stable
HARVEST CLO VII: S&P Affirms B- (Sf) Rating on Class F-R Notes
TORO EUROPEAN 4: Fitch Affirms B+sf Rating on Class F-R Debt


U N I T E D   K I N G D O M

CENTRAL CRAIGAVON: Rushmere Shopping Centre Put Up for Sale
EMF UK 2008-1: Fitch Affirms CCC Rating on Class B2 Debt
IWH UK FINCO: Fitch Withdraws 'B' LongTerm IDR
MIDAS: Administrators Send Confidential Report to Regulator
SINGLETON'S DAIRY: Goes Into Administration

TREE OF LIFE: Failure to Secure Investment Prompts Administration
VMED O2: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
WORCESTER WARRIORS: Set to Enter Administration Following Bailout

                           - - - - -


===========
G R E E C E
===========

INTRALOT SA: Fitch Hikes LongTerm IDR to 'CCC+'
-----------------------------------------------
Fitch Ratings has upgraded Intralot S.A.'s Long-Term Issuer Default
Rating Rating (IDR) to 'CCC+' from 'CCC'. Fitch has also affirmed
the senior unsecured rating on the 2024 notes issued by Intralot
Capital Luxembourg S.A. at 'CCC' and revised the Recovery Rating to
'RR5' from 'RR4'.

The upgrade of the IDR reflects Fitch's revised parent-subsidiary
linkage (PSL) assessment, which considers the refinancing of
Intralot's US operations' debt with new bank financing (maturing in
2025). The terms of this new debt improve Intralot's access to its
subsidiary's cash flows and are favourable for the cost of debt at
consolidated level. The revised PSL assessment also takes into
account the increase in ownership of Intralot Inc. to 100%, fully
equity-funded via placement of common shares. Retaining access to
Intralot Inc.'s cash flows remains critical for Intralot to support
adequate debt service ratios and its current rating.

The 'CCC+' IDR reflects Fitch's view of high refinancing risks in
relation to its 2024 notes, as Intralot will not generate
sufficient free cash flow (FCF) to be able to fully repay them,
thus relying on continuing access to the debt capital and bank
markets for refinancing. At the same time, the limited scale of
Intralot's ex-US operations compared with the amount of its debt
could lead to refinancing difficulties or more onerous terms,
putting further pressure on Intralot's cash flow generation.

KEY RATING DRIVERS

Parent Subsidiary Linkage Reassessed: New debt terms at the
Intralot Inc. level increase Intralot's access to the cash flows of
its US subsidiary due to the elimination of cash upstream
restrictions. Therefore, we now assess Intralot's credit profile
based on consolidated accounts, as opposed to our previous
deconsolidation of Intralot Inc. for the calculation of leverage
and coverage metrics. However, we acknowledge that US cash is not
pooled at the Intralot S.A. level, which weakens its standalone
liquidity profile.

2024 Notes Refinancing Risk: Fitch considers Intralot's 2024 notes
to be structurally subordinated to Intralot Inc's debt. Refinancing
this debt with no recourse to Intralot Inc. remains a challenge as
Intralot S.A.'s (ex-US operations) standalone leverage is
materially above consolidated levels, and we foresee very limited
organic deleveraging at the ex-US business in 2022-2023. Prepayment
of debt using cash upstream from Intralot Inc. or the partial
monetisation of assets could help reduce the leverage of the ex-US
business prior to refinancing.

US Performance Critical for Rating: Fitch expects that Intralot
Inc.'s business will continue to generate at least two-thirds of
Intralot's consolidated EBITDA over 2022-2025, and Fitch assumes
that its share of group's profits will be increasing over the
medium term. Access to Intralot Inc.'s cash flows through dividends
and management and service fees remains critical to Intralot's debt
service as US debt remains currently ring-fenced.

Limited Scale Outside US: After the Maltese contract was not
renewed, we expect Intralot's non-US business to generate EBITDA in
the range of EUR30-40 million, with negative growth in 2023-2025.
This business scale, at current profitability levels, provides
little cash flow generation to service Intralot's 2024 notes. The
Fitch case points to a standalone (i.e. ex-US) funds from
operations (FFO) fixed charge cover at around 1.1-1.3x in
2022-2024, with more than 50% of interest expenses in 2023 fully
dependent on the cash upstream from Intralot Inc. Otherwise
consolidated FFO fixed charge sits at a more comfortable level
above 2.0x.

Consolidated Leverage Considerably Lower: Intralot's consolidated
leverage profile has improved since 2021 due to Intralot Inc.'s
materially stronger standalone profile, which we previously
deconsolidated for calculation of leverage and coverage metrics. We
forecast that Intralot will be able to maintain adjusted gross
debt/EBITDAR at around 6.0x-6.5x in 2022-2024. On a standalone
basis, Intralot's leverage remains excessive, with FFO adjusted
leverage forecast at 11.0x-12.0x in 2022-2024, compared with
7.0x-8.0x on a consolidated basis.

Exposure to FX Volatility: Most of Intralot's revenues are not
generated in its reporting currency, increasing its exposure to FX
market volatility. In 2021, Turkey and Argentina accounted for
around 20% of Intralot's revenues and Turkish lira and Argentine
peso depreciation in 2022 will affect consolidated revenues and
operating results. US dollar appreciation to the euro should
partially offset this impact. Intralot does not employ financial
derivatives to hedge its exposure to currency risk and future
exposure to currency volatility, especially in emerging markets,
could materially affect its performance.

DERIVATION SUMMARY

Intralot's current financial profile is not comparable with that of
other more business-to-consumer gaming companies, such as Flutter
Entertainment plc (BBB-/Negative), Entain (BB/Positive), Allwyn
International a.s. (Sazka, BB-/Stable). Intralot has smaller size
and lower through-the-cycle profitability than gaming operator
Codere (WD).

After the completion of its 2021 restructuring, Intralot has
similar business profile characteristics to Inspired Entertainment,
Inc. (B-/Positive) but it still exhibits significantly weaker
leverage profile vs Inspired, which Fitch expects to demonstrate
deleverage to levels more consistent with 'B' over the next two
years, hence its Positive Outlook.

KEY ASSUMPTIONS

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

− FY22 revenues declining by 13.5% reflective primarily of the
   reduction in the contribution from Malta; a further decline (-
   14.7%) in FY23 on the back of the complete removal of the
   Maltese revenue as well as FX volatility in Argentina (as
   assumed by Fitch)

- Flat revenues in FY24 followed by a low single digit (



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

CLONMORE PARK: Fitch Assigns B-sf Rating to Class F Debt
--------------------------------------------------------
Fitch Ratings has assigned Clonmore Park CLO DAC final ratings.

Clonmore Park CLO DAC

A-Loan               LT  AAAsf   New Rating
A-Note XS2495510666  LT  AAAsf   New Rating
B-1 XS2495510823     LT  AAsf    New Rating
B-2 XS2495511128     LT  AAsf    New Rating
C-1 XS2495511474     LT  A+sf    New Rating
C-2 XS2507908643     LT  Asf     New Rating
D-1 XS2495511631     LT  BBBsf   New Rating
D-2 XS2507910037     LT  BBB-sf  New Rating
E XS2495511805       LT  BB-sf   New Rating
F XS2495512019       LT  B-sf    New Rating
Subordinated Notes
XS2495512282         LT  NRsf    New Rating

TRANSACTION SUMMARY

Clonmore Park CLO DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
were used to fund a portfolio with a target par of EUR350 million.
The portfolio is actively managed by Blackstone Ireland Limited.
The collateralised loan obligation (CLO) has a 4.5-year
reinvestment period and an 8.5-year weighted average life test
(WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at the 'B' category. The
Fitch-calculated weighted average rating factor (WARF) of the
identified portfolio is 24.39.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate (WARR) of the identified portfolio
is 62.63%.

Diversified Portfolio (Positive): The transaction has two matrices
effective at closing corresponding to the 10-largest obligors at
25% of the portfolio balance and two fixed-rate assets limits at 5%
and 12.5% of the portfolio. It also has two forward matrices
corresponding to the same top-10 obligor and fixed-rate asset
limits that will be effective one year post closing, provided that
the aggregate collateral balance (defaults at Fitch-calculated
collateral value) will at least be at the target par.

The transaction also includes various other concentration limits,
including the maximum exposure to the three-largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Positive): The WAL used for the transaction's
stressed-case portfolio and matrices analysis is 12 months less
than the WAL covenant, to account for structural and reinvestment
conditions post-reinvestment period, including the
over-collateralisation (OC) and Fitch's 'CCC' limitation tests,
among others. Fitch believes these conditions would reduce the
effective risk horizon of the portfolio during the stress period.

Class E Rating Above Model-Implied: The rating of class E note is
one notch above its model-implied rating (MIR). The shortfall at
the selected covenant is small at -0.3% and the failure occurs in
one out of 18 simulated scenarios. Further, the notes show a large
downgrade cushion based on the identified portfolio at 'BB-sf'. Its
high credit enhancement at 12.32% also supports the 'BB-sf'
rating.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings
would result in downgrades of up to four notches across the
structure. Downgrades may occur if the loss expectation is larger
than initially assumed, due to unexpectedly high levels of default
and portfolio deterioration.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings would result in upgrades of
no more than four notches across the structure, apart from the
class A notes, which are already at the highest rating on Fitch's
scale and cannot be upgraded. Upgrades, except for the class A
notes, may occur on better-than-expected portfolio credit quality
and deal performance, leading to higher credit enhancement and
excess spread available to cover losses in the remaining
portfolio.


ENERGIA GROUP: Fitch Affirms BB- LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Energia Group Limited's Long-Term Issuer
Default Rating (IDR) at 'BB-'. The Outlook is Stable.

The rating affirmation reflects Energia Group's solid business mix
with high levels of cash flow visibility driven by the combination
of capacity auctions, renewables support schemes, power procurement
at Ballylumford and its regulated supply business in Northern
Ireland (NI). As an integrated generator and energy supply
provider, Energia Group has seen its generation business offset
negative earnings in the energy supply business due to the high
energy price environment.

The Stable Outlook reflects Fitch's expectations that Energia Group
will maintain a capital structure with net debt up to 4.0x EBITDA
at the restricted group level. Despite the anticipation of high
levels of capex related to renewable generation and uncertainty on
dividend levels, Fitch's rating case reflects a forecast average
funds from operations (FFO) net leverage of 4.4x across the rating
horizon, consistent with the 'BB-' rating.

KEY RATING DRIVERS

Increasing Capex Intensity: Higher-than-previously forecast capex
and fairly weaker customer supply EBITDA increase leverage in the
near term. Energia Group has developed 309MW of its own operational
onshore windfarms in recent years and it is at various stages of
development for a further 267MW of onshore wind projects, 313MW of
solar and 50MW of battery storage by FY26 (year-end March). In
addition, it is in the development stage for the construction of a
data centre adjacent to its Huntstown campus. Energia Group has
also received foreshore licences to investigate the feasibility of
offshore wind sites in the north Celtic and south Irish seas, which
is providing good growth prospects beyond the current forecast
period to FY26.

Financial Policy Allows for Growth: The restricted group's
operations were highly free cash flow (FCF)-positive in FY22.
However, Fitch continues to assume significant growth capex with
negligible EBITDA contribution, which should lead to negative FCF
to FY26. Fitch also assumes the company to maintains net debt at
4.0x EBITDA (restricted group) on average, which is in line with
our negative sensitivity for the rating. The ratings could come
under pressure if Energia Group is not able to fully hedge against
adverse market conditions or if it adopts a more aggressive capex
and dividend policy that would increase leverage above this level.

Negative Supply Offsets Improved Generation: Renewables power
purchase agreements (PPAs) in FY22 with raised EBITDA levels
reflected high weighted market prices. This is forecast to increase
in FY23 as the average price across the year rises further before
normalising in FY24. The Huntstown flexible generation business
also benefits from the higher market prices. Set against this, the
customer solutions segment saw negative margins due to high power
market prices leading to higher costs.

Huntstown Benefits from Higher Utilisation: Flexible generation saw
significantly improved EBITDA of EUR104 million for FY22 (EUR62
million in FY21), reflecting high energy prices and high usage.
EBITDA margins are anticipated to fall in FY23 as the high gas
price relative to coal reduces utilisation. In addition, after
suffering a transformer outage at Huntstown 2 in January 2021,
which continued into October 2021 Energia Group successfully
claimed insurance proceeds in relation to the earnings impact of
the outage, offsetting the loss incurred. These were included in
Huntstown EBITDA for FY22.

Solid Business Mix: Fitch estimates the share of regulated and
quasi-regulated EBITDA of the restricted group to increase
significantly early in the forecast period before normalising
towards FY26 at around 60%. This is due to the continuing negative
impact of higher energy prices on the customer solutions division.
The restricted group had on average 58% of regulated and
quasi-regulated EBITDA in FY20 and FY21, when including dividends
from project subsidiaries. In FY24 the regulated PPB contract will
end but this will be offset by forecast higher dividends from the
renewables segment, which remain outside of the restricted group.

Potential Windfall Tax Risk Limited: It is Fitch's view that the
potential introduction of windfall taxes in NI and Republic of
Ireland (RoI) could have a limited effect on Energia Group due to
high energy prices having both a negative impact on the customer
supply business while having a positive impact on generation. The
integrated profile of Energia provides a natural hedge of earnings
but also structurally offsets windfall profits for the restricted
group.

DERIVATION SUMMARY

Energia Group has a structurally lower share of contracted earnings
than Drax Group Holdings Limited (Drax, BB+/Stable), but it is more
integrated and diversified. We allow Energia Group 4.5x FFO net
leverage at the 'BB-' level compared with Drax's 2.8x at 'BB+',
implying a broadly similar debt capacity for a given rating.

ContourGlobal Plc (BB-/RWN) is a large generation holding company
also rated on the basis of a restricted group business and
financial profile, and has a slightly higher debt capacity than
Energia Group with FFO gross leverage at 4.5x, due to its larger
size and greater diversification, partially offset by limited
vertical integration.

ContourGlobal's RWN reflects uncertainty around their long-term
capital structure and financial policy following the announced
acquisition of the company by funds advised by global investment
firm Kohlberg Kravis Roberts & Co. Inc. and its affiliates (KKR).
This could lead ContourGlobal towards a more aggressive capital
structure.

Techem Verwaltungsgesellschaft 674 mbH (B/Stable) has an 8.0x FFO
gross leverage sensitivity at its 'B' rating, indicating a higher
debt capacity due to its high share of contracted revenue.

KEY ASSUMPTIONS

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

- Energia Group's customer supply average EBITDA margins of
   around 0.1% to FY27, based on Fitch assumptions. This will be
   due to continued deeply negative margins in FY23 following on
   from FY22 due to high power prices. Supply EBITDA margins to
   return to around 3.9% as energy prices ease by FY27

- Power NI EBITDA margins of around 4% through to FY26 with
   unchanged regulation for residential supply in NI

- Average load factor of 27% for owned wind farms leading to
   EBITDA margins of around 75% on average through FY22-FY27 with
   a similar EBITDA trend for the PPA portfolio

- Huntstown EBITDA based on existing capacity agreements and
   management's guidance

- Negative working capital as per management forecasts, primarily

   reflecting the reversal of working-capital timing benefits of
   FY22 including the payment on account of hedge debtors.
   Additional outflow during FY23 - FY27 on reversal of over-
   recovery in relation to the PPB contract in FY21-FY22

- Capex of restricted group on average at around EUR75 million
   per year to FY27, reflecting new growth projects with only
   limited earnings contribution from growth capex

- Dividend pay-outs consistent with below 4.0x net debt / EBITDA
   target

RATING SENSITIVITIES

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

- A decrease in restricted group's FFO net leverage to below 3.7x

   on a sustained basis

- A structural decrease in business risk due to higher average
   contribution from the regulated/contracted generation business

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

- Large debt-funded expansion or deterioration in operating
   performance, resulting in restricted group's FFO net leverage
   above 4.5x and FFO interest cover below 3x on a sustained basis

- Reduced share of regulated and quasi-regulated earnings to
   below 50% leading to a reassessment of maximum debt capacity

- A material increase in the super senior revolving credit
   facility (RCF) could be negative for the senior secured rating

LIQUIDITY AND DEBT STRUCTURE

Sound Liquidity: As at 31 March 2022 Energia Group had EUR369.3
million in available cash and cash equivalents (excluding around
EUR53 million of restricted cash). It also has access to EUR109
million of undrawn liquidity on the cash portion of its RCF
expiring in June 2024.

Wind-capacity assets and debt financed through project-finance
facilities are excluded from our debt calculation as the debt is
held outside the restricted group on a non-recourse basis. The
restricted group has no imminent short-term debt and its next
maturing debt is its GBP225 million senior secured notes due in
September 2024, followed by its EUR350 million senior secured notes
in September 2025.

ISSUER PROFILE

Energia Group is an integrated electricity generation and supply
company operating across NI and ROI. Its generation assets include
309MW of wind assets, 747MW of CCGTs while it further procures
power under contract with 600MW in NI.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch deconsolidates non-recourse project-finance subsidiaries that
sit outside the ring-fenced perimeter.

                           Rating             Prior
                           ------             -----
Energia Group ROI
Holdings Designated
Activity Company

  super senior      LT      BB+  Affirmed  RR1  BB+

  senior secured    LT      BB+  Affirmed  RR2  BB+

Energia Group NI
FinanceCo PLC
  
  senior secured    LT      BB+  Affirmed  RR2  BB+

Energia Group NI
Holdings Limited

  super senior      LT      BB+  Affirmed  RR1  BB+

Energia Group
Limited             LT IDR  BB-  Affirmed       BB-


HARVEST CLO VII: S&P Affirms B- (Sf) Rating on Class F-R Notes
--------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Harvest CLO VII
DAC's class B-R, C-R, and D-R notes. At the same time, we affirmed
our ratings on the class A-R, E-R, and F-R notes.

The rating actions follow the application of its global corporate
CLO criteria and its credit and cash flow analysis of the
transaction based on the June 2022 trustee report.

S&P's ratings address timely payment of interest and ultimate
payment of principal on the class A-R and B-R notes, and the
ultimate payment of interest and principal on the class C-R, D-R,
E-R, and F-R notes.

Since the notes were refinanced in 2017:

-- The weighted-average rating of the portfolio remains at 'B'.

-- The portfolio has become less diversified, as the number of
performing obligors has decreased to 93 from 108.

-- The portfolio's weighted-average life has decreased to 3.11
years from 5.81 years.

-- The percentage of 'CCC' rated assets has increased to 5.53%
from 3.17%.

Despite a more concentrated portfolio and a deterioration in credit
quality, the scenario default rates have decreased for all rating
scenarios due to the reduction in the weighted-average life of the
portfolio to 3.14 years from 5.81 years.

  Portfolio Benchmarks

                                       CURRENT       AT RESET    

  SPWARF                              2,972.40      2,600.17*

  Default rate dispersion (%)           641.04        795.10

  Weighted-average life (years)           3.14          5.81

  Obligor diversity measure              70.45         86.11

  Industry diversity measure             17.80         17.51

  Regional diversity measure              1.38          1.65

*Calculated using the portfolio at reset and applying current CLO
criteria to derive an SPWARF for the comparison of portfolio credit
quality.
SPWARF—S&P Global Ratings weighted-average rating factor.

On the cash flow side:

-- The reinvestment period for the transaction ended in April
2021.

-- The class A-R notes have deleveraged by EUR80.28 million

-- No class of notes is currently deferring interest.

-- All coverage tests are passing as of the June 2022 trustee
report.

  Transaction Key Metrics

                                           CURRENT     AT RESET

  Total collateral amount (mil. EUR)*       210.33       300.00

  Defaulted assets (mil. EUR)                 2.02            0

  Number of performing obligors                 93          108

  Portfolio weighted-average rating              B            B

  'CCC' assets (%)                            5.53         3.17

  'AAA' SDR (%)                              60.13        66.78

  'AAA' WARR (%)                             37.32        36.37

*Performing assets plus cash and expected recoveries on defaulted
assets. SDR--scenario default rate. WARR--Weighted-average recovery
rate.

Following the deleveraging of the senior notes the class A-R to E-R
notes benefit from higher levels of credit enhancement compared
with at the refinancing in 2017:

  Credit Enhancement

                         CURRENT (%)     AT RESET (%)

  Class A-R                55.01            41.70

  Class B-R                36.38            28.63

  Class C-R                26.39            21.63

  Class D-R                19.45            16.77

  Class E-R                10.61            10.57

  Class F-R                 6.14             7.43

S&P said, "Based on the improved scenario default rates, higher
portfolio weighted-average recovery, and higher credit enhancement
afforded to the notes we have raised our ratings on the class B-R,
C-R, and D-R notes. At the same time, we have affirmed our ratings
on the class A-R, E-R, and F-R notes.

"On a standalone basis, the results of the cash flow analysis
indicated higher ratings than those currently assigned for the
class C-R, D-R, and E-R notes. The transaction has continued to
amortize since the end of the reinvestment period in April 2021.
However, we have considered the limited break-even default ratio
cushion at higher ratings, while noting that the manager may still
reinvest unscheduled redemption proceeds and sale proceeds from
credit-impaired and credit-improved assets. Such reinvestments (as
opposed to repayment of the liabilities) may therefore prolong the
note repayment profile for the most senior class of notes."

  Ratings List

  CLASS     RATING TO    RATING FROM

  RATINGS RAISED

  B-R       AAA (sf)     AA (sf)

  C-R       AA (sf)      A (sf)

  D-R       A (sf)       BBB (sf)


  RATINGS AFFIRMED

  A-R       AAA (sf)     

  E-R       BB (sf)

  F-R       B- (Sf)


TORO EUROPEAN 4: Fitch Affirms B+sf Rating on Class F-R Debt
------------------------------------------------------------
Fitch Ratings has upgraded Toro European CLO 4 DAC's class B-1-R,
B-2-R and B-3-R notes and affirmed the others, as detailed below.

Toro European CLO 4 DAC

A-R XS1639912762  LT AAAsf  Affirmed  AAAsf
B-1-R 89109MAH7   LT AAAsf  Upgrade   AA+sf
B-2-R 89109MAM6   LT AAAsf  Upgrade   AA+sf
B-3-R 89109MAP9   LT AAAsf  Upgrade   AA+sf
C-R 89109MAS3     LT A+sf   Affirmed  A+sf
D-R 89109MAV6     LT BBB+sf Affirmed  BBB+sf
E-R XS1639910808  LT BB+sf  Affirmed  BB+sf
F-R 89109MAZ      LT B+sf   Affirmed  B+sf

TRANSACTION SUMMARY

Toro European CLO 4 DAC is a cash-flow collateralized loan
obligation (CLO) backed by a portfolio of mainly European leveraged
loans and bonds. The portfolio is managed by Chenavari Credit
Partners LLP and the transaction exited its reinvestment period in
July 2021. While the manager can technically reinvest subject to
the reinvestment criteria, it has not done so since November 2021.

KEY RATING DRIVERS

Transaction Deleveraging: The upgrade of the class B-1-R, B-2-R and
B-3-R notes reflects the deleveraging of the transaction since the
last review in October 2021. The class A-1 notes have paid down by
EUR46.1 million during the review period. Credit enhancement (CE)
has improved across all rated notes.

The transaction exited its reinvestment period in July 2021 and the
manager is unlikely to reinvest unscheduled principal proceeds and
sale proceeds from credit-risk and credit-improved obligations due
to the breach of several tests that need to be maintained or
improved. The transaction's weighted average life (WAL) test needs
to be satisfied and its decreasing WAL covenant makes it less
likely this will be achieved.

Since the manager is unlikely to reinvest, Fitch has assessed the
transaction based on the current portfolio, and has the
Fitch-derived ratings (FDR) of all assets in the current portfolio
with Negative Outlook by one notch .

The Stable Outlooks on all notes reflect Fitch's expectation that
deleveraging of the notes will be limited in the next 12-18 months,
given the small portion of assets maturing by 2023 and limited
prepayment expectation in the current uncertain macroeconomic
environment.

Stable Asset Performance: The transaction's metrics indicate stable
asset performance. The transaction is currently 1.71% below par and
is passing all coverage tests. Similar to the last review, it has
continued to fail the WAL test (3.19 versus 3.03), the weighted
average spread test (3.65% versus 3.80%) and the weighted average
rating factor (WARF) test (34.22 versus 34.00). Exposure to assets
with a Fitch-derived rating of 'CCC+' and below is 5.81%, better
than 7.26% at the last review, as calculated by the trustee. These
are no defaulted assets in the portfolio.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors at 'B'/'B-'. The Fitch-calculated WARF of the current
portfolio was 25.37.

High Recovery Expectations: Senior secured obligations comprise
97.89% of the portfolio as calculated by the trustee. Fitch views
the recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate of the current portfolio is 62.27%.

Diversified Portfolio: The portfolio has amortised and is becoming
more concentrated but it is still sufficiently diversified across
obligors, countries and industries. No obligor represents more than
2.37% of the portfolio balance.

Cash-flow Modelling: The transaction was run using the current
portfolio with assets on Negative Outlook notched down by one notch
from the FDR.

Deviation from Model-implied Rating: Fitch deviated from the
model-implied ratings (MIR) by one to two notches for the class
D-R, and F-R notes, due to the fact that these notes only had
modest default rate cushions at their MIRs.

RATING SENSITIVITIES

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

An increase of the default rate (RDR) at all rating levels by 25%
of the mean RDR and a decrease of the recovery rate (RRR) by 25% at
all rating levels would result in downgrades of no more than three
notches depending on the notes. While not Fitch's base case,
downgrades may occur if build-up of the notes' CE following
amortisation does not compensate for a larger loss expectation than
initially assumed due to unexpectedly high levels of defaults and
portfolio deterioration.

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

A reduction of the RDR at all rating levels by 25% of the mean RDR
and an increase in the RRR by 25% at all rating levels would result
in upgrades of up to three notches depending on the notes, except
for the class A and B notes, which are already at the highest
rating on Fitch's scale and cannot be upgraded. Upgrades may also
occur if the portfolio's quality remains stable and the notes
continue to amortise, leading to higher CE across the structure.




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

CENTRAL CRAIGAVON: Rushmere Shopping Centre Put Up for Sale
-----------------------------------------------------------
Margaret Canning at Belfast Telegraph reports that Rushmere
Shopping Centre and Retail Park in Craigavon has gone on the market
for GBP57 million after the company behind it was put into
administration by Bank of Ireland.

According to Belfast Telegraph, it's being sold by commercial
property agents Savills and CBRE NI in what they anticipate will be
the biggest investment deal of 2022.

The site is the main retail attraction in the area and comprises 30
acres, featuring 50 units and key tenants including Boots, Home
Bargains, Superdrug and Dunnes Stores.

Primark is also due to open up at Rushmere after taking 50% of the
former Debenhams department store on the site. Sainsbury's also had
an outlet at Rushmere until February last year, while Homebase,
Matalan, Next and Currys/PC World operate in the retail park.

Trading has continued at the shopping centre and retail park
throughout administration, Belfast Telegraph notes.

Central Craigavon, the company behind Rushmere Shopping Centre in
Craigavon, went into administration in April following a GBP32.6
million loss in 2019. Bank of Ireland was the main lender to the
business, Belfast Telegraph recounts.

Moyallen Properties, which owns Magowan West Shopping Centre in
Portadown, along with related companies Moyallen Woking and
Peacocks Centre, also went into administration on the same date,
Belfast Telegraph relays.

According to an administrators' update for Central Craigavon filed
at the end of May by administrators Grant Thornton, "over the last
number of years the centre [had] been impacted by the loss of some
key retailers, including Debenhams and Topshop/Arcadia, who both
entered into administration", Belfast Telegraph discloses.

As well as leading to a major reduction in retail income, the
departures had also left big, vacant units and costs such as rates,
service charge and insurance, the report said, Belfast Telegraph
notes.

"The Covid-19 pandemic has also had a significant impact on the
financial performance and asset value, putting pressure on the
company with the reduction of footfall levels and tenants paying
reduced rents in the periods of closure," Belfast Telegraph quotes
the report as saying.

It explained that the company had been liaising with Bank of
Ireland on a strategy, given the decline in performance and asset
value.

The report added: "Following a further review of all assets and
considering the position, Bank of Ireland took the decision in
early April 2022 to take the necessary steps to have the company
and the related companies placed into administration as a
qualifying floating charge holder appointment . . .

"It is likely that the asset will be brought to market for sale in
the coming months and we are currently finalising our strategy,
approach and timelines in this regard."


EMF UK 2008-1: Fitch Affirms CCC Rating on Class B2 Debt
--------------------------------------------------------
Fitch Ratings has affirmed EMF-UK 2008-1 Plc's notes and removed
the class A3a, B1 and B2 notes from Under Criteria Observation
(UCO).

                             Rating          Prior
                             ------          -----
EMF-UK 2008-1 Plc

Class A1a XS0352932643  LT  AAAsf  Affirmed  AAAsf
Class A2a XS1099724525  LT  AAAsf  Affirmed  AAAsf
Class A3a XS1099725415  LT  A+sf   Affirmed  A+sf
Class B1 XS0352308075   LT  BBsf   Affirmed  BBsf
Class B2 XS1099725928   LT  CCCsf  Affirmed  CCCsf

TRANSACTION SUMMARY

The transaction comprises non-conforming UK mortgage loans
originated by Southern Pacific Mortgage Limited, Preferred
Mortgages Limited (formerly wholly-owned subsidiaries of Lehman
Brothers), London Mortgage Company and Alliance & Leicester Plc.

KEY RATING DRIVERS

Off UCO: In the update of its UK RMBS Rating Criteria on May 23,
2022, Fitch revised its sustainable house price for each of the 12
UK regions, leading to increased regional multiples for all regions
other than North East and Northern Ireland. The criteria also
includes updated house price indexation and gross disposable
household income. As a result, sustainable house prices are now
higher in all regions except Northern Ireland, leading to higher
recovery rates and consequently lower expected losses for UK RMBS
transactions.

Fitch also reduced its foreclosure frequency assumptions for loans
in arrears based on a review of historical data from its UK RMBS
rated portfolio. The changes better align the assumptions with
expected case observed performance and incorporate a margin of
safety at the 'Bsf' level.

Change in Arrears Reporting Methodology: In 1Q22, the servicer
updated its arrears calculation methodology. Rather than
determining the number of months in arrears by dividing a
borrower's arrears balance by the payment due, the servicer now
refers to the number of full monthly payments missed, resulting in
a reduction of the reported number of months in arrears for some
borrowers. As at June 2022, total arrears stood at 11.8%, which is
a decline of 3.5pp from June 2021 reported levels. Fitch has
incorporated the updated methodology into its analysis of the
ratings.

Elevated Senior Fees, Declining Excess Spread: Excess spread
declined at the most recent payment dates due to the combined
effect of higher interest payments on the outstanding notes and
increased third-party fees paid by the transaction, which rank
senior in the waterfall. Additionally, interest rate rises have
been slower to feed through to the borrowers in the pool, further
impacting excess spread. As a result, interest due on the class B2
notes was deferred at the June 2022 payment date and a small draw
on the reserve fund was also reported. The reduction in excess
spread indicates some deterioration in the transaction's
performance and led to the affirmation of the notes. The Negative
Outlook on the class B1 notes reflects Fitch's expectations of
further strains on excess spread and draws on the reserve fund.

Payment Interruption Risk: The transaction has a dedicated
liquidity reserve available to cover payment interruption risk for
the senior notes in the event of a servicer disruption. However,
the liquidity reserve only covers interest shortfalls for the class
A1a and A2a notes. The absence of a dedicated liquidity for the
class A3 notes prevents any upgrade above the 'Asf' rating
category.

Floored Performance Adjustment Factor: Fitch calculated a
performance adjustment factor (PAF) of 60% for the owner-occupied
(OO) sub-pool, based on its approach set out in the UK RMBS
criteria and the transaction's historical performance. The OO sub
pool features a significant proportion of interest-only loans at
73%, which Fitch views as having elevated default risk at maturity
when the full principal balance of the loans will become due. To
account for the back-loaded risk profile of the OO sub-pool, Fitch
has floored the PAF at 100% in its asset modelling.

RATING SENSITIVITIES

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

The transaction's performance may be affected by changes in market
conditions and the economic environment. Weakening asset
performance is strongly correlated to increasing levels of
delinquencies and defaults that could reduce credit enhancement
(CE) available to the notes. Additionally, unanticipated declines
in recoveries from the sale of underlying properties may make
certain note ratings susceptible to potential negative rating
actions depending on the extent of the decline. Fitch tested a 15%
increase in the weighted average foreclosure frequency (WAFF) and a
15% decrease in the weighted average recovery rate (WARR). The
results indicate a downgrade of up to five notches for the class B1
notes.

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

Stable to improved asset performance driven by lower delinquencies
and defaults would lead to increasing CE levels and potential
upgrades. Fitch tested an additional rating sensitivity scenario by
applying a 15% decrease in the WAFF and a 15% increase in the WARR.
The rating of the class B1 notes could be upgraded by up to four
notches and the class A3a notes would remain capped at 'A+sf' for
payment interruption.

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

EMF-UK 2008-1 Plc

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools 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.

Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transaction's initial
closing. The subsequent performance of the transaction over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

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

EMF-UK 2008-1 Plc has an ESG Relevance Score of '4' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to the pool
exhibiting an interest-only maturity concentration of legacy
non-conforming owner-occupied loans of greater than 20%, which has
a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

EMF-UK 2008-1 Plc has an ESG Relevance Score of '4' for Human
Rights, Community Relations, Access & Affordability due to a
significant proportion of the pool containing owner-occupied loans
advanced with limited affordability checks, which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.

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


IWH UK FINCO: Fitch Withdraws 'B' LongTerm IDR
----------------------------------------------
Fitch Ratings has withdrawn IWH UK Finco Limited's (Theramex)
Long-Term Issuer Default Rating (IDR) of 'B' with Stable Outlook.
The group repaid its EUR470 million term loan B on August 8, 2022,
the rating for which has also been withdrawn.

The rating withdrawal follows the closing of Theramex's acquisition
by Carlyle and PAI. The ratings are being withdrawn due to lack of
sufficient information to rate Theramex under its new ownership and
debt structure. Accordingly, Fitch will no longer provide ratings
or analytical coverage of Theramex.

KEY RATING DRIVERS

Not applicable as the ratings have been withdrawn.

KEY ASSUMPTIONS

Not applicable

RATING SENSITIVITIES

Not applicable as the ratings have been withdrawn.

ISSUER PROFILE

Theramex markets a portfolio of branded women's health
medications.

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.

                              Rating         Prior
                              ------         -----
IWH UK Finco Limited   LT IDR  WD  Withdrawn  B

IWH UK Midco Limited

  senior secured       LT      WD  Withdrawn  B+


MIDAS: Administrators Send Confidential Report to Regulator
-----------------------------------------------------------
William Telford at CornwallLive reports that administrators dealing
with the fall of South West construction leviathan Midas have sent
a report to the Government which could lead to its directors being
disqualified.

Global business consultancy Teneo Financial Advisory Ltd is also
encouraging people owed money to report any concerns they have
about events leading to Exeter-headquartered Midas going bust,
CornwallLive states.

London-based Teneo has confirmed it has sent a confidential report
to the Insolvency Service which will look at whether action should
be taken against Midas board members, CornwallLive relates.  Midas
Group Ltd and its subsidiaries collapsed into administration in
February 2022 with estimated debts of at least GBP70 million,
CornwallLive recounts.  Midas was involved in huge construction
projects across the South West and companies owed cash include
several in Plymouth.

According to CornwallLive, Teneo has said it has prepared a
confidential report on the conduct of Midas directors in the three
years leading up to its appointment as administrators.  At the time
of entering administration, Midas directors included Stephen
Hindley, Alan Hope and Peter Skoulding, CornwallLive discloses.

But Teneo said that in addition, it is also required to consider
whether there is any action that could be taken against directors
and other organisations, including auditors, that would result in
recoveries of cash for the administration estate, CornwallLive
notes.  The spokesperson, as cited by CornwallLive, said: "This
assessment is ongoing and the administrators will report in their
progress reports if any actions are commenced/proposed."

According to CornwallLive, Teneo also said it is also encouraging
any of Midas's creditors to contact the administrators should they
have "any concerns regarding the conduct of the company in the
period prior to the administrators' appointment."

It is also working to recover cash owed to Midas before it went
under, including for work in progress, CornwallLive states.

Teneo is already dealing with claims from nearly 2,000 creditors,
including dozens in Plymouth, CornwallLive states.  Midas Group Ltd
and its subsidiaries Midas Construction Ltd, Midas Retail Ltd,
Mi-Space (UK) Ltd, Mi-Space Property Services Ltd, Midas Commercial
Developments Ltd and Falmouth Developments Ltd all fell into
administration in early 2022 blaming a toxic cocktail of Covid,
inflation, money owed to them but not paid, and cash flow problems
for causing a financial doomsday, CornwallLive discloses.

Among many Plymouth firms listed as creditors are Collaton Safety
Management, D&L McBride Building Consultancy, EDF Energy, LTC
Powered Access, Plymouth Removers, DCA Public Relations, Western
Power Distribution, ADS Window Films, All Seasons Group Services,
B&C Carpentry, and BPUK Environment, according to CornwallLive.

The two main companies in the Midas family -- Midas Group Ltd and
Midas Construction Ltd -- have realisable assets of just
GBP8,354,644.  But when preferential and secured creditors are paid
it means there will be a predicted shortfall of GBP60,290,904 for
the hundreds of small firms and individuals in the supply chain,
CornwallLive states.

In addition, Midas' housing arm Mi-Space (UK) Ltd owes more than
GBP12 million with more than GBP10 million of claims unlikely to be
paid.  This means the overall Midas deficit is now north of GBP70
million, CornwallLive notes.


SINGLETON'S DAIRY: Goes Into Administration
-------------------------------------------
Matt Davies at Blog Preston reports that a Longridge cheese firm
that struggled with the Covid-19 pandemic and rising milk costs has
fallen into administration.

Kroll has appointed Andrew Knowles and Steven Muncaster
administrators of Longridge cheesemaker and cheesemonger
Singleton's Dairy Limited, Blog Preston relates.

Trading as Singletons and Co, the family-run business has
handcrafted award-winning cheeses in the UK for over 80 years.  It
supplies products to retail and wholesale and exports to over 30
countries worldwide.

According to Blog Preston, Andrew Knowles, the senior director of
Kroll, said: "Singletons has a long-established track record for
its products.

"However, like many companies in this sector, it has had to manage
the effects of Covid-19, the rising milk costs and other additional
overheads.

"The company attempted to sell the business as a going concern
prior to the appointment, but this was unsuccessful."


TREE OF LIFE: Failure to Secure Investment Prompts Administration
-----------------------------------------------------------------
Alec Mattinson and Edward Devlin at The Grocer report that health
food wholesaler Tree of Life has fallen into administration
following a failed attempt to secure third party investment earlier
this year.

According to The Grocer, a statement on the Tree of Life website
confirmed it had appointed Chris Pole and Ryan Grant of Interpath
Advisory as joint administrators on Aug. 22 for Tree of Life UK.

The Grocer reported in July that Tree of Life owner Health Made
Easy was locked in talks with lenders to agree new facilities and
secure its future.

Chairman Michael Cole told The Grocer at the time that Health Made
Easy was looking to realign its banking facilities to "fit and
support its revised strategy".

"The group is facing up to the challenging circumstances of
inflation impact and supply issues, as are many businesses at this
time," The Grocer quotes Mr. Cole as saying. "We are working
collaboratively alongside our long-standing suppliers and
customers."

Health Made Easy previously hired mid-market M&A advisor FinnCap
Cavendish in 2020 to explore the potential sale of the company and
capitalise on strong 2020/21 growth, but the process ended without
success, The Grocer notes.


VMED O2: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed VMED O2 UK Limited's (VMO2) Long-Term
Issuer Default Rating (IDR) at 'BB-' with Stable Outlook. In
addition, Fitch has assigned VMO2's GBP1.5 billion senior secured
additional bank facility an expected rating of 'BB+(EXP)/RR2'.

VMO2's rating considers the company's well-established market
position and strong operating profile in the UK telecoms market,
including its leading position in UK mobile and Fitch-estimated
in-franchise leadership in fixed broadband.

Its somewhat muted revenue performance in 1H22 against the backdrop
of mid-to-high single-digit inflation-linked price rises confirms
that the UK market remains competitive. The relative nascence of
tariff increases (in 1Q22) and that the majority of service
providers are adopting a similar pricing position provide some
revenue visibility.

Solid operating cash flow is offset by heightened investment needs
as VMO2 upgrades its cable network to fibre to the home (FTTH).
Fitch views its GBP1.6 billion dividend recapitalisation will help
fund its parent companies' commitments to their recently announced
UK fibre JV. We expect financial leverage to be managed around a
company-defined net debt/EBITDA of 5.0x, in line with the rating
but providing little or no headroom.

The assignment of the final rating to the additional bank facility
is contingent on the final documents conforming to information
already reviewed.

KEY RATING DRIVERS

Strong Business Profile, Solid Financials: Fitch views the
formation of a full network-based fixed-mobile convergent (FMC)
operator in VMO2 with a fully developed mobile network and cable
network covering roughly 54% of the UK as a strong competitor to
market incumbent BT Group Plc (BBB/Stable) and the wider market.
VMO2 is the clear mobile leader (37% subscriber share at 4Q21) and
market number 3 in fixed broadband (21% access share). Fitch
estimates its network footprint also gives VMO2 in-franchise
broadband leadership. Fitch views its revenue profile as stable,
which should benefit from inflation- adjusted pricing while
synergies are driving solid margin expansion.

Integration on Track: Synergies from the merger on June 1, 2021 of
Virgin Media and O2 UK to form VMO2 are estimated by the company at
GBP540 million annually. Cost and capex synergies include savings
from Virgin's MVNO transition to the O2 mobile network, SG&A and
network and IT efficiencies, including from the move to a single
core network. While Fitch expects the majority of savings to accrue
after 2023, progress appears to be so far on track. Margin
expansion (on a pro-forma adjusted basis) in 2021 was 110bp, which
widened to 120bp in 1H22.

Fibre JV, Strategic Risk Sharing: In July 2022 VMO2's parent
companies announced a fibre JV with a GBP4.5 billion plan to build
out between 5 million and 7 million fibre homes by 2026. The JV
includes an equity contribution of up to GBP700 million from VMO2's
parents. With VMO2 as anchor tenant the build will expand its
overall network coverage to around 80% of the country, with the
potential to offer fibre-based wholesale access to compete with
BT's Openreach.

In Fitch's view execution risk exists. However, risk sharing with
an infrastructure partner, funding commitments at the parent level,
and the chance to materially expand the fibre footprint, make sound
strategic logic.

High Leverage, Transparent Financial Policy: Management's financial
policy is to manage net debt/ EBITDA towards the higher end of a
4.0x-5.0x range, with dividend recaps expected to be used to
sustain this target. A GBP1.5 billion bank facility will also be
used to contribute funds to the GBP1.6 billion dividend in 2022. We
believe the dividend will be used by the parents to fund the UK
fibre JV, which in Fitch's view is an effective use of VMO2's cash
flow. We estimate Fitch-defined net debt/EBITDA at 5.1x in 2022
before reducing gradually. Although breaching VMO2's rating
threshold, Fitch views its financial policy as transparent and
expects management to be disciplined in managing the metric at
around 5.0x.

Competitive, Rational Market: Fixed broadband pricing in the UK is
underpinned by an industry consensus that network investment
requires rational pricing. Fibre investment is taking place across
the incumbent and alternative networks (altnets) with Openreach
targeting 25 million FTTH coverage by 2026 and VMO2 up to 21
million homes by 2026-2028 (including its fibre JV). "Inflation
plus" price increases have been implemented by principal operators,
which Fitch expects to support stable-to rising revenue for the
market. However, VMO2's year-on-year pro-forma fixed revenue fell
3% in 2Q22 on a 2.1% decline in fixed average revenue per user
(ARPU), albeit reportedly due to base effects of high wholesale
revenue a year ago.

Leverage Thresholds Revised: Fitch's corporate finance group is
transitioning to an EBITDA formulation for its core leverage
thresholds from those based on funds from operations (FFO). In the
case of VMO2 we have tightened its thresholds by 0.2x each to 5.0x
and 4.3x, broadly reflecting the average gap between these metrics
across the EMEA sub-investment grade telecoms portfolio.

DERIVATION SUMMARY

VMO2 has larger absolute scale than cable operators with strong
mobile franchises such as VodafoneZiggo in the Netherlands or
Telenet Group Holding N.V (both BB-/Stable) in Belgium. It has a
stronger share of the UK mobile market than UPC Holding BV
(BB-/Stable) has of the Swiss mobile market. The UK mobile market
is more structurally challenging than some European markets, with
four facilities-based mobile operators, a number of strong
broadband operators offering convergent offers, and content with
sports, in particular, as a strong driver of consumer preferences.

The merger with O2 UK makes VMED a stronger competitor to incumbent
BT. However, the latter benefits from wider broadband coverage, a
stronger B2B presence and significant wholesale operations, which
would allow BT more leverage capacity at any given rating level.
VMO2's leverage thresholds are the same as for Telenet and UPC,
reflecting good cash flow visibility and deleveraging capacity
within management control.

KEY ASSUMPTIONS

- Revenue CAGR 1.1% by 2025, supported by revenue synergies from
   cross-selling opportunities, contractually agreed price rises,
   but offset by promotional ARPU pressure and continued
   challenges within B2B

- EBITDA margins at 34.7%-37.1% in 2022-2025, driven by gradually

   increasing impact of synergies

- Capex of GBP2.1 billion (around 20% of revenues) in 2022,
   followed by 17% through to 2025 including synergies and the
   benefit of lower capex from the migration of Project Lightening

   new build to the new greenfield fibre JV

- Fitch splits costs-to-capture (CtC) between operating expenses
   and capex and treat all CtC as non-recurring below FFO. Fitch
   expects CtC totalling GBP700 million with a peak of over GBP300

    million in 2022

- Dividend payment of GBP1.6 billion in 2022, with excess cash
   flows distributed via dividends such that the closing cash
   balance is around GBP60 million per year in 2023-2025

- Fitch adjusts gross debt by GBP530 million to reflect off
   balance-sheet factoring facilities

RATING SENSITIVITIES

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

- Fitch-defined net debt/EBITDA below 4.3x on a sustained basis
   (equivalent to FFO net leverage below 4.5x)

- A more conservative financial policy with strong and stable
   free cash flow (FCF) generation, reflecting a stable
   competitive and regulatory environment

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

- Fitch-defined net debt/EBITDA consistently above 5.0x
   (equivalent to FFO net leverage consistently above 5.2x)

- FFO interest cover expected to remain below 3.0x on a sustained

   basis

- A material decline in key operating and financial metrics,
   reflecting intensified competitive pressures

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: VMO2's cash balance was GBP48 million at
end-2021 but liquidity is supported by expected positive
pre-dividend FCF and an undrawn revolving credit facility of GBP1.4
billion. This will provide VMO2 with sufficient cover for any
short-term liabilities due up to 2023. Refinancing pressure is low
as the majority of the company's debt is long-dated with maturities
from 2026.

ISSUER PROFILE

VMO2 is the second-largest convergent telecoms operator in the UK
providing services across mobile, broadband internet, fixed line
telephony and broadcasting services to consumers and enterprises.

At end-2021, VMO2 generated GBP10.4 billion of pro-forma adjusted
revenue and GBP3.7 billion of pro-forma adjusted EBITDA.

                       Rating                  Prior
                       ------                  -----
Virgin Media SFA
Finance Limited

- senior secured    LT   BB+   Affirmed  RR2    BB+

Virgin Media
Bristol LLC

- senior secured    LT    BB+  Affirmed  RR2    BB+

Virgin Media Secured
Finance Plc

- senior secured     LT    BB+ Affirmed  RR2    BB+

Virgin Media Vendor
Financing Notes IV
Designated Activity
Company

- Structured          LT   B+   Affirmed RR5    B+

VMED O2 UK Limited    LT IDR BB- Affirmed       BB-

VMED O2 UK Holdco 4
Limited

- senior secured       LT   BB+(EXP) Expected Rating RR2

- senior secured       LT   BB+    Affirmed  RR2 BB+

Virgin Media Vendor
Financing Notes III
Designated Activity
Company

- Structured          LT   B+      Affirmed  RR5  B+

VMED O2 UK Financing
I plc

- senior secured      LT   BB+   Affirmed   RR2   BB+

Virgin Media Finance
PLC
  
- senior unsecured    LT   B     Affirmed   RR6   B


WORCESTER WARRIORS: Set to Enter Administration Following Bailout
-----------------------------------------------------------------
Joshua Lees at Mirror reports that Worcester Warriors are set to
enter administration after receiving GBP14 million of taxpayers
money during the COVID-19 pandemic to remain afloat.

The Warriors received the bumper payment after struggling to cope
when playing behind closed doors in across 2020 and 2021, Mirror
relates.

The Premiership club were issued with a winding up petition last
week, after owing more than GBP6 million to HMRC. Following the
news last week, Worcester revealed in a statement that they were
looking for speedy "and satisfactory resolution", Mirror
discloses.

According to Mirror, the statement said: "From the outset, we have
worked closely and openly with HMRC on a plan to clear these
liabilities and a Time to Pay (TTP) arrangement has been in place.

"Having kept HMRC fully apprised of the situation we are
disappointed that they have taken the decision to issue a
winding-up petition.  The club's directors are in continuing
dialogue with HMRC in an attempt to find a speedy and satisfactory
resolution."

However it seems this resolution is yet to have been found, with
the club reportedly asking the Department for Digital, Culture,
Media & Sport for permission to go into administration, Mirror
states.  Despite their struggling position Worcester are said to be
considering administrative options that could allow them to
continue to operate, Mirror notes.



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

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

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

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